Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported, on October 23, 2021, LZG International entered into an IT Asset Contribution Agreement ("IT Contribution Agreement") with FatBrain, LLC, a Delaware limited liability company ("FatBrain"), to effect the acquisition of FatBrain's intellectual property assets, including patents, patents pending, patents in preparation, proprietary technology, development plans, and contractual rights ("IT Assets"). Pursuant to the terms of the IT Contribution Agreement, LZG International issued 10,000,000 shares of common stock, valued at $0.001, to FatBrain as consideration for the FatBrain asset contribution to LZG International. As a result of this transaction, LZG International acquired assets and has operations related to the FatBrain technology.



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Business Operations

The FatBrain IT Assets include software that uses artificial intelligence ("AI") to help companies automate enterprise decision cycles to learn, explain and intervene for better outcomes across all business interactions. The software continuously learns from historical transactions, incumbent models and in-house expert teams to deliver a unified framework binding structured and unstructured data in text, numerical, network/graph and video formats. The technology leverages modern advances in machine learning and cloud economics to enable sustained operational advantages of: (i) simplicity with smaller, denser models using vector embeddings, (ii) auditability with explainable, trusted quantification and de-biasing using blockchain, (iii) quality work with noisy, sparse, imbalances or missing date using generative autoencoders, and (iv) technology using transfer and active learning. We have initiated the commercialization of the technology and we have spoken to several potential clients.

FatBrain's AI and machine learning (ML) software is differentiated across three key areas of automation:

1. Data integration enabling formation and exploitation of a unified asset unique


    to each enterprise featuring learned business drivers and exploitable signals,
    binding siloed text, spreadsheets, PDF's, databases, emails, alternative
    econometric, health and regional data into a unified metric space of entities,
    events, relationships, consequences and decisions.

2. Model consolidation across scores of uncoordinated models, boosting incumbent


    system performance with improved effectiveness and efficiency, featuring
    continuous unit level scoring to distinguish good, bad or worse outcomes with
    back testing, featuring receiver operating characteristics ("ROC") and area
    under the curve ("AUC") performance benchmarking (collectively "ROC-AUC
    curve") for dynamic improvement outpacing static thresholds or legacy rules.

3. Coached decision-making featuring "FatBrain Optimal" outcomes war-gamed to


    attain personalized "WAZE-like" awareness tuned to peer-attained goals,
    powered by recommendations with quantified, anticipated trade-offs and
    automated active and transfer learning, including human expertise in the loop.

The FatBrain technology comprises services to configure, test and deploy FatBrain solutions on client servers, with flexibility to work in the cloud, on client premise or in hybrid mode. It allows data integration with client systems to establish logical, trusted, programmatic connectivity and provides secure access protocols between the FatBrain technology and the client systems. The Company provides training and support to the client's staff starting with a two-week training session for the client's staff along with product support via phone, web and onsite.

On November 15, 2021, the Company announced the launch of LZG International's FatBrain product "Angelina," a foreign exchange ("FX") service, as part of its coached business wellness services ("BWS") to tackle discriminatory pricing in the $6.6 trillion-dollar daily foreign exchange market. Angelina FX realizes a multi-year strategic effort co-developed with global leaders to manage FX risk and provide international payment solutions. Nearly nine thousand businesses were invited through traditional and nontraditional marketing efforts to take advantage of the inaugural service offering.

Principal Products and Services

The FatBrain technology offers software solutions packaged within the Modern AI Architecture. The solutions comprise FatBrain AI applications, Core PaaS (Platform as a Service), and public cloud (e.g., AWS, Azure, IBM, Google) or on premise private (Vmware, Nvidia) orchestration using microservices portability. Our Core PaaS includes capability to dynamically integrate with customer applications. The FatBrain software framework features data engineering, encoding, anonymizing, disambiguation and de-biasing modules, working with all data formats, including text, web, PDF, transaction, time series, interconnection, econometric, video and behavior data. The framework uses representational learning, continuous scoring, and pre-trained models featuring reinforcement learning to identify optimal policies for simulated outcomes in multi-level, multi-agent settings. The competitive advantage of our framework delivers continuously improved effectiveness and efficiency controls via a higher ROC-AUC curve, with explainability and auditability at a lower cost, and in a fraction of the time compared with traditional analytics offerings.



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Major Suppliers

The Company will use commodity public cloud infrastructure and microservices platforms ("IaaS") without material dependency on any one cloud provider, such as AWS, Azure, Google Cloud, IBM Cloud, or other cloud providers, and a variety of open-source software ("OSS").





Marketing
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Item 3.02 Unregistered Sales of Equity Securities

Beginning on October 26, 2021, LZG International entered into private subscription agreements with investors under Regulation S. The subscription agreement provided that the issuance of the common shares was conditioned upon the Company increasing the number of authorized shares of common stock to at least 250,000,000, pursuant to Florida law. Any purchase price delivered for a subscription would be delivered to the Company and would be held, without interest, until the increase in authorized shares becomes effective.

Each subscriber agreed that the Company would acquire additional assets of FatBrain LLC and convert certain outstanding convertible promissory notes, following: (i) the execution of the first public trade of the Company's common stock on U.S. securities markets and (ii) the share increase. After such asset purchase transactions, the total number of outstanding shares of common stock will be approximately 110,000,000 shares.

Subject to the terms of the subscription agreement, on October 29, 2021, Martin J. Corrado, a US national, agreed to purchase One Hundred and Ten Thousand (110,000) of LZG International common shares at approximately $0.4545 per share ($50,000). On November 9, 2021, Red Planet Alpha Limited, a Cayman Islands entity, agreed to purchase Four Million Four Hundred Thousand (4,400,000) of LZG International common shares at approximately $0.4545 per share ($2,000,000). On November 11, 2021, Tariq Alwahedi, a UAE national, agreed to purchase One Million Three Hundred and Twenty Thousand (1,320,000) of LZG International common shares at approximately $0.4545 per share ($600,000). On November 15, 2021, Abdulla Al Mutawa, a UAE national, agreed to purchase One Hundred and Ten Thousand (110,000) of LZG International common shares at approximately $0.4545 per share ($50,000). The shares will be issued in reliance on an exemption from the registration requirements provided by Section 4(a)(2) and/or Regulation S of the Securities Act.

In connection with each of these isolated issuances of our securities, we believe that each purchaser (i) was aware that the securities had not been registered under federal securities laws, (ii) acquired the securities for his/her/its own account for investment purposes and not with a view to or for resale in connection with any distribution for purpose of the federal securities laws, (iii) understood that the securities would need to be indefinitely held unless registered or an exemption from registration applied to a proposed disposition and (iv) was aware that the certificate representing the securities would bear a legend restricting their transfer. We believe that, in light of the foregoing, the sale of our securities to the respective acquirers did not constitute the sale of an unregistered security in violation of the federal securities laws and regulations by reason of the exemptions provided under Sections 3(b) and 4(2) of the Securities Act, and the rules and regulations promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 10, 2021, the Company appointed Shawn R. Carey as Chief Operating Officer in charge of Field Operations and Business Development for LZG International. Shawn Carey is 56 years old and has been involved with the FatBrain technology since January 2016. He earned a Bachelor's of Science degree in Computer Engineering and Computer Science, from Boston University on a Naval ROTC scholarship and served as a Communications Officer with the US Marine Corps. He co-founded iPipeline and served as its Chief Technology Officer. Shawn also served as managing director at Xtium, and was an Executive Management Consultant for Swingtide, a consultancy serving insurance industry transformation imperatives.





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Item 5.06 Change in Shell Company Status

LZG International was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of the FatBrain IT Contribution Agreement and the acquisition of the FatBrain IT Assets. As a result of the acquisition of the IT Assets of FatBrain (as described more fully in Item 2.01, above), LZG International has acquired marketable assets and initiated operations related to the development and sale of the FatBrain technology. As a result of these actions, management believes LZG International is no longer a shell company.

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