SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1418, ~~2022~~2023

LZG INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida	000-53994	90-1907109
(State or Other	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of Organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
Jurisdiction of Organization)	File Number)	Identification No.)

135 WEST 41st STREET, SUITE 5-104,NEW YORK, New York		10036
135 WEST 41st STREET, SUITE 5-104, NEW YORK, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (917) 310-3978

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 Act. ☐

SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K filed by LZG International, Inc. with the Securities and Exchange Commission (the “SEC”) contains or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, management; as well as estimates and assumptions made by management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to the Company or management, identify forward looking statements.

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 14.01 ~~Entry~~Changes ~~into~~in ARegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~LZG~~On ~~International~~January 26, ~~Inc.~~2023 (“~~LZG~~Resignation Date”) orAdeptus “Partners LLC ("Adeptus") notified the Company”) ~~and~~about its ~~wholly~~resignation ~~owned~~as ~~subsidiary~~the Company's independent registered accounting firm, ~~FatBrain~~effective ~~Acquisition~~immediately. ~~Company~~Except ~~Limited~~as set forth below, aduring ~~limited~~the ~~company~~year ~~registered~~ended inMay ~~England~~31, 2022, and ~~Wales~~through ~~with~~the ~~registration~~Resignation ~~number~~Date, ~~14295074~~the ~~(“FatBrain~~report ~~Acquisition”)~~of ~~have~~the ~~entered~~Adeptus ~~into~~on athe ~~Share~~Company’s ~~Purchase~~financial ~~Agreement~~statements ~~(“Share~~for ~~Purchase~~the ~~Agreement”)~~year ended May 31, ~~dated~~2022, did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of the Company’s financial statements for the year ended May 31, 2022, contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern. Adeptus advised the Company, effective on the Resignation Date that the financial information in the Company’s 10-Q for the three months ended August 31, 2022 and the 10-Q for the period ended November 1430, 2022 are materially misstated, ~~with~~and that the ~~shareholders~~10-Q offor ~~Predictive~~the ~~Black~~period ~~Ltd~~ended ~~(together~~November ~~“Sellers”)~~30, to2022 ~~acquire~~was ~~all~~filed ~~outstanding~~without ~~shares~~Adeptus’ ofknowledge ~~Predictive~~and ~~Black~~before ~~Ltd~~the auditor’s SAS 100 review was completed, aas ~~United~~had ~~Kingdom~~been ~~limited~~prominently ~~company~~indicated ~~(“PB~~in ~~Ltd”)~~the filing. ~~The~~No ~~parties~~reliance ~~closed~~should ~~this~~be ~~transaction~~placed on ~~November~~Company’s 14unreviewed 1Q23, ~~2022~~2Q23 ~~(“Closing~~and ~~Date”)~~3Q23 statements which will be reviewed and restated, if needed, by the new accountant.

PBThe ~~Ltd~~Company ishas provided a ~~data~~copy ~~analytics~~of ~~company~~the ~~that~~foregoing ~~uses~~disclosures ~~machine learning and artificial intelligence~~ to ~~constantly~~Adeptus ~~improve~~ and ~~give~~requested ~~increasingly~~that ~~refined~~it ~~predictive~~furnish ~~forecasts.~~a ~~The~~letter ~~Sellers~~addressed ~~agreed~~ to ~~sell~~the ~~and~~Securities ~~assign all of their ownership interests~~ and ~~rights~~Exchange inCommission PBstating ~~Ltd~~whether toAdeptus ~~FatBrain~~agrees ~~Acquisition,~~with inthe ~~exchange~~above ~~for~~statements. aA ~~combination~~copy of ~~LZGI~~the ~~stock~~Adeptus ~~and cash~~letter, ~~the~~dated ~~payment~~December of18, a2023, is ~~portion~~filed ofas ~~which~~an ~~will~~Exhibit be16.1 ~~deferred~~to ~~for~~this ~~several~~Form ~~months~~8-K.

~~Except~~Effective ~~for~~December ~~the~~11, ~~Share~~2023, ~~Purchase~~the ~~Agreement~~Company ~~and~~has ~~the~~engaged ~~transactions~~Grassi ~~contemplated~~& ~~thereby~~Co., ~~neither Sellers~~CPAs, ~~nor PB Ltd~~P.C., ~~nor~~associated ~~any~~with ofMoore ~~its~~Global ~~officers~~Network orLimited, ~~directors~~as ~~serving before~~ the ~~Share Purchase Agreement had any material relationship with LZG or LZG~~Company’s ~~affiliates~~certifying ~~prior to this transaction~~accountant.

The description of the Share Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is filed as Exhibit 1.1 hereto, and the terms of which are incorporated by reference herein. This summary is not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. The terms of the Share Purchase Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Share Purchase Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Purchase Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.

Exhibit Number		Description of Document

16.1		Letter from Adeptus dated December 11, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SECTION~~ 2 ~~– FINANCIAL INFORMATION~~

~~Item 2.01 Completion of Acquisition or Disposition of Assets.~~ SIGNATURES

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf isby ~~incorporated~~the ~~herein~~undersigned bythereunto ~~reference~~duly authorized.

Pursuant to the Share Purchase Agreement, LZG has acquired, through its subsidiary FatBrain Acquisition, all the outstanding equity interests in PB Ltd from the Sellers, thereby becoming indirect owner of all of its assets and liabilities.

Date: December 18, 2023	By:	/s/ Peter B. Ritz
		Peter B. Ritz
		Chief Executive and Financial Officer
		Secretary
		Chairman of the Board

Predictive Black Ltd. is a UK-based innovator of real-time cash management, financial insights, and business wellness for small and medium-sized enterprises. Starting with the principle that forecasts using only internal data are flawed, Predictive Black created a cross-industry analysis using high-level and deep-sector data to underpin forecasts for their clients. The platform connects to third party data securely and continuously reveals and refines relevant data connections into insights. Predictive Black is a regulated entity in the UK by the Financial Conduct Authority, a member of the UK Open Banking ecosystem, winner of a UK Innovate Grant, and an alumnus of the Creative Destruction Lab, Oxford University.3

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events

On November 15, 2022, the Company issued a press release (the “Press Release”) announcing the consummation of the transaction contemplated in the Share Purchase Agreement. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements.

Not applicable.

(b) Pro Forma Financial Information.

The pro forma financial information shall be filed by amendment to this Form 8-K no later than 71 days after the date of this filing.

None.

(d) Exhibits.

The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Number		Description of Document
1.1		Share Purchase Agreement dated as of November 14, 2022, by and among the shareholders of Predictive Black Ltd, Predictive Black Ltd., and Fatbrain Acquisition Company Limited and LZG International Inc.
99.1		Press Release of LZG International, Inc. issued on November 15, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 16, 2022	By:	/s/ Peter B. Ritz
		Peter B. Ritz
		Chief Executive and Financial Officer
		Secretary
		Chairman of the Board

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