LZG INTERNATIONAL, INC. : Completion of the acquisition or disposal of assets, unregistered sale of equity securities, change of directors or senior managers, change of Shell company status (form 8-K)

Item 2.01 Completion of Acquisition or Disposal of Assets

As previously stated, the 23 October 2021, LZG International has entered into an IT asset contribution agreement (“IT contribution agreement”) with FatBrain, LLC, a Delaware limited liability company (“FatBrain”), to acquire the intellectual property assets of FatBrain, including patents, patents pending, patents in preparation, proprietary technology, development plans and contractual rights (“IT assets”). Under the terms of the IT Contribution Contract, LZG International issued 10,000,000 ordinary shares, valued at $ 0.001, to FatBrain in return for the contribution of FatBrain assets to LZG International. Following this operation, LZG International acquired assets and has operations related to FatBrain technology.

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Business Operations

FatBrain’s IT assets include software that uses artificial intelligence (“AI”) to help businesses automate business decision cycles to learn, explain, and intervene for better results in all business interactions. The software continually learns from historical transactions, existing models and internal expert teams to provide a unified framework linking structured and unstructured data in text, digital, network / graph and video formats. The technology leverages modern advances in machine learning and the cloud economy to enable sustainable operational benefits of: (i) simplicity with smaller, denser models using integrated vectors, (ii) verifiability with explainable and reliable quantification and throughput using blockchain, (iii) quality work with noise, sparse, imbalances or missing date using generative autoencoders, and (iv) technology using transfer and active learning. We launched the technology commercialization and spoke to several potential clients.

FatBrain’s AI and Machine Learning (ML) software differentiates itself in three key areas of automation:

1. Data integration enabling formation and operation of a single unified asset

    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. Consolidation of models through dozens of uncoordinated models, stimulating the incumbent operator

    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. Guided decision making with “FatBrain Optimal” results put into play for

    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.

FatBrain technology includes services to configure, test and deploy FatBrain solutions on client servers, with the flexibility to work in the cloud, on client premises or in hybrid mode. It enables data integration with client systems to establish logical, reliable and programmatic connectivity and provides secure access protocols between FatBrain technology and client systems. The Company provides training and support to customer staff starting with a two week training session for customer staff as well as product support by phone, web and on-site.

At November 15, 2021, the Company announced the launch of LZG International
The FatBrain product “Angelina”, a foreign exchange service (“FX”), as part of its Corporate Welfare Services (“BWS”) to combat discriminatory pricing in the $ 6.6 trillion daily foreign exchange market. Angelina FX performs a multi-year strategic effort co-developed with global leaders to manage currency risk and provide international payment solutions. Almost nine thousand companies have been invited through traditional and non-traditional marketing efforts to take advantage of the inaugural service offering.

Main products and services

FatBrain technology delivers software solutions packaged in modern AI architecture. Solutions include FatBrain AI, Core PaaS (Platform as a Service), and public cloud (e.g. AWS, Azure, IBM, Google) or private on-premise orchestration (Vmware, Nvidia) using microservices portability. Our Core PaaS includes a dynamic integration capability with customer applications. The FatBrain software framework includes modules for engineering, encoding, anonymizing, disambiguating and depolarizing data, working with all data formats including text, web, PDF, transactions, time series, interconnection, econometric, video and behavioral data. The framework uses representational learning, continuous scoring, and pre-trained models including reinforcement learning to identify optimal policies for simulated outcomes in multi-level and multi-agent environments. The competitive advantage of our framework provides continuously improved effectiveness and efficiency controls via a higher ROC-AUC curve, with explainability and verifiability at lower cost and in a fraction of the time compared to analytics offerings. traditional.

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Major Suppliers

The Company will use basic public cloud infrastructure and microservices (“IaaS”) platforms with no hardware dependency on a cloud provider, such as AWS, Azure, Google Cloud, IBM Cloud or other cloud providers, as well as a variety of open source software. (“OSS”).

Marketing
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Item 3.02 Unrecorded Sales of Equity securities

From the October 26, 2021, LZG International entered into private subscription agreements with investors under Regulation S. The subscription agreement provided that the issuance of ordinary shares was conditional on the Company increasing the number of authorized ordinary shares to at least 250,000 000, in accordance with Florida law. Any purchase price remitted for a subscription would be remitted to the Company and would be held, without interest, until the increase in the number of authorized shares takes effect.

Each subscriber has agreed that the Company will acquire additional assets of
FatBrain LLC and convert certain convertible promissory notes outstanding, following: (i) the completion of the first public trading of the ordinary shares of the Company on we securities markets and (ii) share increase. After such asset purchase transactions, the total number of common shares outstanding will be approximately 110,000,000 shares.

Subject to the conditions of the subscription contract, the October 29, 2021, Martin J. Corrado, an American national, has agreed to purchase one hundred and ten thousand (110,000) of LZG International ordinary shares at around $ 0.4545 per share ($ 50,000). At November 9, 2021, Red Planet Alpha Limited, a Cayman Islands
entity, has agreed to purchase four million four hundred thousand (4,400,000) of LZG International ordinary shares at around $ 0.4545 per share ($ 2,000,000). At
November 11, 2021, Tariq Alwahedi, a United Arab Emirates national, has agreed to purchase one million three hundred and twenty thousand (1,320,000) LZG International
ordinary shares at around $ 0.4545 per share ($ 600,000). At November 15, 2021, Abdallah Al Mutawa, a United Arab Emirates national, has agreed to purchase one hundred and ten thousand (110,000) of LZG International ordinary shares at around $ 0.4545
per share ($ 50,000). The shares will be issued on the basis of an exemption from the registration requirements under Section 4 (a) (2) and / or Regulation S of the Securities Act.

In each of these isolated issues of our securities, we believe that each buyer (i) knew that the securities had not been registered under federal securities laws, (ii) acquired the securities for their own benefit. own account for investment purposes and not for or for resale in connection with a distribution for purposes of federal securities laws, (iii) understood that the securities should be held indefinitely unless that they were not registered or that a registration exemption applied to a proposed provision and (iv) knew 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 purchasers did not constitute the sale of an unregistered security in violation of federal securities laws and regulations due to the exemptions provided in 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 provisions of certain agents

At November 10, 2021, the Company has appointed Shawn R. Carey as operations director in charge of field operations and Business development for LZG International. Shawn carey is 56 years old and has been involved in FatBrain technology for january 2016. He obtained a Bachelor of Science in Computer Engineering and Computer Science, from Boston university on an ROTC naval scholarship and served as a communications officer with the United States Marine Corps. He co-founded iPipeline and served as CTO. Shawn was also the Managing Director of Xtium and Executive Management Consultant for Swingtide, a consulting firm serving the transformation imperatives of the insurance sector.

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Section 5.06 Change of Shell Company Status

LZG International was a “shell company” (as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) immediately prior to the closing of the FatBrain IT Contribution Agreement and the acquisition of IT assets from FatBrain. Following the acquisition of the IT assets of FatBrain (as further described in point 2.01, above), LZG International acquired marketable assets and initiated operations related to the development and sale of FatBrain technology. As a result of these measures, management believes
LZG International is no longer a shell company.

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