ITEM
1. BUSINESS
Historical
Development
LZG
International, Inc. was incorporated in the state of Florida on May 22, 2000, as LazyGrocer.Com, Inc. Management intended to establish
an online grocery solution, but we were unable to raise sufficient capital to continue operations and, as a result, limited our operations
in November 2001. On August 28, 2009, the Company’s name was changed to LZG International, Inc.
Our
Business
Our
business purpose is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the next 12 months and beyond will be to achieve long-term
growth potential through a combination with a business, rather than immediate, short-term earnings. Our search for a business opportunity
will not be limited to any particular geographical area or industry, including both U.S. and international companies. Our management
has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities,
economic conditions and other factors. Our management believes that companies who desire a public market to enhance liquidity for current
stockholders or plan to acquire additional assets through issuance of securities rather than for cash will be potential merger or acquisition
candidates. At this time management is unsure what effect the COVID-19 pandemic will have on our search for companies to combine with.
We
are a "blank check" company based on our proposed business activities. The SEC defines those companies as "any company
that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under
the Exchange Act, we also qualify as a “shell company” because we have no or nominal assets (other than cash) and no or nominal
operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies
in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements
of the Exchange Act for so long as we are subject to those requirements.
The
analysis of new business opportunities will be undertaken by or under the supervision of our management. As of the date of this filing,
we have not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business
combination candidate regarding business opportunities for the Company. We have unrestricted flexibility in seeking, analyzing and participating
in potential business opportunities. In our efforts to analyze potential acquisition targets, we intend to consider the following factors:
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Potential
for growth, indicated by new technology, anticipated market expansion or new products;
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Competitive
position as compared to other companies of similar size and experience within the industry
segment as well as within the industry as a whole;
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Strength
and diversity of management, either in place or scheduled for recruitment;
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Capital
requirements and anticipated availability of required funds, to be provided by the Company
or from operations, through the sale of additional securities, through joint ventures or
similar arrangements or from other sources;
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The
cost of participation by the Company as compared to the perceived tangible and intangible
values and potentials;
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The
extent to which the business opportunity can be advanced;
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The
accessibility of required management expertise, personnel, raw materials, services, professional
assistance and other required items; and
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Other
relevant factors.
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In
applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities
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. Due to our limited capital available for investigation,
we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against
other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations.
We
expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and
inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to the Company.
This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our limited funds
and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis
of a target business before we consummate a business combination. We anticipate that we will rely upon funds provided by advances and/or
loans from management and significant stockholders to conduct investigation and analysis of any potential target companies or businesses.
We may also rely upon the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis. Management
decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which,
if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided
by the promoters, owners, sponsors or other persons associated with the target business seeking our participation.
In
evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible;
however, none of our management are professional business analysts. (See Item 10, below.) Our management has had limited experience with
mergers and acquisitions of business opportunities and has not been involved with an initial public offering. Potential investors must
recognize that due to our management’s inexperience we may not adequately evaluate a potential business opportunity.
Management
may actively negotiate or otherwise consent to the purchase of all or any portion of their common stock as a condition to, or in connection
with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders
or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In
the event that any such fees are paid, they may become a factor in negotiations regarding any potential acquisition or merger by us,
and accordingly, may also present a conflict of interest for such individuals. We have no present arrangements or understandings respecting
any of these types of fees or opportunities and we have not adopted any procedures or policies for the review, approval or ratification
of related party transactions.
In
addition, certain conflicts of interest exist or may develop between LZG International and our executive officers and directors. Our
management has other business interests to which they currently devote attention, which include their primary employment and management
of other shell reporting companies. (See Item 10, below.) They may be expected to continue to devote their attention to these other business
interests although management time should be devoted to our business. Also, in the process of negotiations for an acquisition or merger,
our management may consider their own personal pecuniary benefit or the interests of other shell companies they are affiliated with rather
than the best interests of LZG International and our stockholders.
We
presently do not foresee entering into a merger or acquisition transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our management’s affiliates or associates have a direct or
indirect ownership interest. If we determine in the future that a transaction with an affiliate would be in our best interest, we are
permitted by Florida law to enter into such a transaction if:
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The
material facts regarding the relationship or interest of the affiliate in the contract or transaction are disclosed or are known to the
board of directors. The board authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors,
even though the disinterested directors constitute less than a quorum; however, a single director may not authorize the contract or transaction;
or
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material facts regarding the relationship or interest of the affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or transaction is specifically approved by vote of the stockholders;
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contract or transaction is fair to the Company at the time it is authorized, approved or ratified by the board of directors or the stockholders.
Our
common stock is not publicly traded at this time and we cannot assure that a market will develop or that a stockholder ever will be able
to liquidate his investments without considerable delay, if at all. If a market develops, our shares will likely be subject to the rules
of the Penny Stock Suitability Reform Act of 1990. The liquidity of penny stock is affected by specific disclosure procedures required
by this Act to be followed by all broker-dealers, including, but not limited to, determining the suitability of the stock for a particular
customer, and obtaining a written agreement from the customer to purchase the stock. This rule may affect the ability of broker-dealers
to sell our securities and may affect the ability of purchasers to sell our securities in any future market.
Form
of Acquisition
The
manner in which we participate in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of
the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
It
is likely that we will acquire our participation in a business opportunity through the issuance of our common stock or other securities.
Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding
shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders
may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those persons who were our stockholders prior to such reorganization.
Our
present stockholders will likely not have control of a majority of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of our directors may resign, and one or more new directors may be appointed without
any vote by stockholders.
In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call
a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such
stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise
to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not
to require stockholder approval.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related
investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
In
addition, SEC regulations regarding shell companies and transactions with shell companies requires the filing of a Form 8-K within four
business days of the closing of any business combination and that report must include all information that would have been required to
have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro
forma financial statements. These regulations may eliminate many of the perceived advantages of these types of transactions. These regulations
also deny the use of Form S-8 for the registration of securities of a shell company, and limit the use of Form S-8 to a reorganized shell
company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could
further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees.
In such an instance, there may be no exemption from registration for the issuance of securities in any business combination to these
employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring
the time and expenses that are normally avoided by reverse reorganizations.
Competition
Additionally,
we are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating
a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities,
including other small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for the Company. Nearly all these entities have significantly greater financial resources, technical expertise and
managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities
and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating
a business combination.
Effect
of Existing or Probable Governmental Regulations on Our Business Plan
We
are subject to the Sarbanes-Oxley Act of 2002. This Act created an independent accounting oversight board to oversee the conduct of auditors,
of public companies and to strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members
of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory
rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit
committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; prohibits certain
insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.
Section
14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with
the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders
at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information
outlined in Schedules 14A or 14C of Regulation 14A; preliminary copies of this information must be submitted to the SEC at least 10 days
prior to the date that definitive copies of this information are forwarded to our stockholders.
We
are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and to timely
disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
Employees
We
presently do not have employees. We do not expect significant changes in the number of our employees other than such changes, if any,
incident to a business combination.
Available
Information
We
currently do not have a Company website.