Loss-making Zhanling International (ZLME) flags going concern risk in 10-Q filing

Rhea-AI Filing Summary

Zhanling International Limited remains a development-stage Nevada company with no revenue and ongoing losses. For the nine months ended February 28, 2026, it recorded a net loss of $26,866, slightly higher than the $24,161 loss a year earlier, driven mainly by professional fees.

As of February 28, 2026, the company had no cash, total assets of $5,506 (all prepayments), total liabilities of $46,925, an accumulated deficit of $456,933 and a stockholders’ deficit of $41,419. Operations were funded by $33,396 in related-party advances and $4,808 from a non-related party, plus issuing 3,367,800 shares to settle $33,678 of payables.

Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern and plans to rely on private placements and director loans. Disclosure controls were deemed not effective due to material weaknesses in segregation of duties. As of April 13, 2026, there were 3,441,000 common shares outstanding.

Positive

• None.

Negative

• Going concern uncertainty: Continued losses, no cash, and a stockholders’ deficit of $41,419 led management to conclude that substantial doubt exists about the company’s ability to continue as a going concern.
• Weak liquidity and reliance on insiders: Operating cash outflows of $38,204 over nine months were entirely covered by loans from the CEO and a non-related party, underscoring dependence on external support.
• Material weaknesses in controls: Management reports ineffective disclosure controls and procedures as of February 28, 2026, citing inadequate segregation of duties as a material weakness in internal control over financial reporting.

Insights

Small-cap credit and restructuring analyst

Persistent losses, no cash, and a going-concern warning highlight severe financial strain.

Zhanling International reports no revenue and a nine-month net loss of $26,866, leaving a stockholders’ deficit of $41,419 and an accumulated deficit of $456,933 as of February 28, 2026. Assets are minimal at $5,506, entirely prepayments.

Liquidity hinges on related-party and third-party support: loans of $33,396 from the CEO and $4,808 from a non-related party funded operating cash outflows of $38,204. In addition, 3,367,800 shares were issued to extinguish $33,678 of payables, a non-cash step that reduced liabilities but diluted ownership.

Management explicitly notes substantial doubt about the entity’s ability to continue as a going concern and acknowledges material weaknesses in internal control, including inadequate segregation of duties. Future stability depends on successful capital raising and continued related-party support, with further details likely emerging in subsequent period filings.

Key Figures

Net loss (nine months): $26,866 Net loss prior year (nine months): $24,161 Accumulated deficit: $456,933 +5 more

8 metrics

Net loss (nine months) $26,866 Nine months ended February 28, 2026

Net loss prior year (nine months) $24,161 Nine months ended February 28, 2025

Accumulated deficit $456,933 As of February 28, 2026

Stockholders’ deficit $41,419 As of February 28, 2026

Shares outstanding 3,441,000 shares Common stock as of April 13, 2026

Related-party payable $38,696 Due to former CEO as of February 28, 2026

Advances from related party $33,396 Loans from CEO during nine months ended February 28, 2026

Shares issued for debt 3,367,800 shares for $33,678 Common stock issued to settle payables during nine months ended February 28, 2026

Key Terms

going concern, development-stage company, stockholders’ deficit, material weaknesses, +2 more

6 terms

going concern financial

"these factors raise substantial doubt as to the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

development-stage company financial

"the Company is a development-stage company which intended to acquire companies in large consumption platform in China"

stockholders’ deficit financial

"had a stockholders’ deficit of $41,419 as of February 28, 2026"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

material weaknesses financial

"Management has identified the following material weaknesses which have caused management to conclude"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

related parties financial

"Due to related parties 38,696 ... the Company does not intend to repay the amounts owed to related party in next 12 months"

Related parties are people or organizations that have close ties to a company—such as owners, executives, family members, or other companies under common control—that can do business with it in ways a stranger would not. Investors care because deals between related parties can favor insiders, hide true costs or benefits, or mask risks; like a family agreeing on a price for a used car, these transactions may not reflect what an independent buyer would pay and can affect a company’s honesty about its finances.

stock-based compensation financial

"The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock- based compensation has been recorded"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________

Commission File No. 000-54301

ZHANLING INTERNATIONAL LIMITED

(Exact name of registrant as specified in its charter)

Nevada		88-0981710
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unit 305-306, 3/F., New East Ocean Centre,

No.9 Science Museum Road,

Tsim Sha Tsui,

Hong Kong 999077

(Address of principal executive offices, zip code)

Tel: +8618066819992

Email: zhanlingint@outlook.com

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

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 Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 13, 2026, there were 3,441,000 shares of common stock, $0.001 par value per share, outstanding.

ZHANLING INTERNATIONAL LIMITED

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD

ENDED February 28, 2026

INDEX

				Page
Part I. Financial Information				4
	Item 1.	Financial Statements		4
		Condensed Balance Sheets as of February 28, 2026 (Unaudited) and May 31, 2025		4
		Condensed Statements of Operations (Unaudited) - Three and Nine months ended February 28, 2026 and 2025		5
		Condensed Statements of Stockholders’ Deficit (Unaudited) - Three and Nine months ended February 28, 2026 and 2025		6
		Condensed Statements of Cash Flows (Unaudited) - Nine months ended February 28, 2026 and 2025		7
		Notes to Condensed Financial Statements (Unaudited) - Nine months ended February 28, 2026 and 2025		8-12
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
	Item 4.	Controls and Procedures		15
Part II. Other Information				16
	Item 1.	Legal Proceedings		16
	Item 1A.	Risk Factors		16
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
	Item 3.	Defaults Upon Senior Securities		16
	Item 4.	Mine Safety Disclosures		16
	Item 5.	Other Information		16
	Item 6.	Exhibits		17
Signatures				18

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Zhanling International Ltd, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

ZHANLING INTERNATIONAL LIMITED

CONDENSED BALANCE SHEETS

AS OF FEBRUARY 28, 2026 AND MAY 31, 2025

(Expressed in U.S. Dollars)

		As of February 28, 2026 -$-				As of May 31, 2025 -$-
		(Unaudited)				(Audited)
ASSET
Current asset
Prepayments			5,506				166
Total current asset			5,506				166
TOTAL ASSET			5,506				166
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities			3,124				9,122
Total current liabilities			3,124				9,122
Non-current liabilities
Due to related parties			38,696				38,285
Due to non-related parties			5,105				990
Due to parties			5,105				990
Total non-current liabilities			43,801				39,275
TOTAL LIABILITIES			46,925				48,397
STOCKHOLDERS’ DEFICIT
Common stock
Authorized:
Common stocks, $0.001 par value, 500,000,000 shares authorized, 3,441,000 and 73,200 shares issued and outstanding as of February 28, 2026 and May 31, 2025, respectively.			3,441				73
Additional paid-in capital			412,073				381,763
Accumulated deficit			(456,933	)			(430,067	)
TOTAL STOCKHOLDERS’ DEFICIT			(41,419	)			(48,231	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			5,506				166

See accompanying notes to the condensed financial statements.

4

ZHANLING INTERNATIONAL LIMITED

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025

(Expressed in U.S. Dollars)

(Unaudited)

		2026 -$-				2025 -$-				2026 -$-				2025 -$-
		Three months ended February 28,								Nine months ended February 28,
		2026 -$-				2025 -$-				2026 -$-				2025 -$-
General and administrative			7,687				7,595				26,866				24,161
Loss from Operation			(7,687	)			(7,595	)			(26,866	)			(24,161	)
Net loss			(7,687	)			(7,595	)			(26,866	)			(24,161	)
Basic and diluted net loss per share			(0.00	)			(0.10	)			(0.01	)			(0.33	)
Weighted average number of shares outstanding			3,441,000				73,200				3,206,611				73,200

See accompanying notes to the condensed financial statements.

5

ZHANLING INTERNATIONAL LIMITED

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025

(Expressed in U.S. Dollars)

Three months ended February 28, 2026

(Unaudited)

		Number				Amount				Capital				Deficit				deficit
		Common Stock								Additional Paid-in				Accumulated				Total shareholders’
		Number				Amount				Capital				Deficit				deficit
Balance, November 30, 2025			3,441,000			$	3,441			$	412,073			$	(449,246	)		$	(33,732	)
Net loss			-				-				-				(7,687	)			(7,687	)
Balance, February 28, 2026			3,441,000			$	3,441			$	412,073			$	(456,933	)		$	(41,419	)

Three months ended February 28, 2025

(Unaudited)

		Common Stock								Additional Paid-in				Accumulated				Total shareholders’
		Number				Amount				Capital				Deficit				deficit
Balance, November 30, 2024			73,200			$	73			$	381,763			$	(406,776	)		$	(24,940	)
Net loss			—				—				—				(7,595	)			(7,595	)
Balance, February 28, 2025			73,200			$	73			$	381,763			$	(414,371	)		$	(32,535	)

Nine months ended February 28, 2026

(Unaudited)

		Common Stock								Additional Paid-in				Accumulated				Total shareholders’
		Number				Amount				Capital				Deficit				deficit
Balance, May 31, 2025			73,200			$	73			$	381,763			$	(430,067	)		$	(48,231	)
Net loss			—				—				—				(26,866	)			(26,866	)
Capital contribution due to conversion of related party payable into equity			3,298,500				3,299				29,686				-				32,985
Capital contribution due to conversion of non-related party payable into equity			69,300				69				624				-				693
Balance, February 28, 2026			3,441,000			$	3,441			$	412,073			$	(456,933	)		$	(41,419	)

Nine months ended February 28, 2025

(Unaudited)

		Common Stock								Additional Paid-in				Accumulated
		Number				Amount				Capital				Deficit				Total
Balance, May 31, 2024			73,200			$	73			$	381,763			$	(390,210	)		$	(8,374	)
Balance			73,200			$	73			$	381,763			$	(390,210	)		$	(8,374	)
Net loss			—				—				—				(24,161	)			(24,161	)
As of February 28, 2025			73,200			$	73			$	381,763			$	(414,371	)		$	(32,535	)
Balance			73,200			$	73			$	381,763			$	(414,371	)		$	(32,535	)

See accompanying notes to the condensed financial statements.

6

ZHANLING INTERNATIONAL LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025

(Expressed in U.S. Dollars)

(Unaudited)

		February 28, 2026 - $ -				February 28, 2026 - $ -
		Nine Months Ended
		February 28, 2026 - $ -				February 28, 2025 - $ -
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(26,866	)			(24,161	)
Net change in non-cash working capital balances
Prepayments			(5,340	)			(4,299	)
Other payables and accrued liabilities			(5,998	)			(1,876	)
NET CASH USED IN OPERATING ACTIVITIES			(38,204	)			(30,336	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties			33,396				29,643
Advances from non-related party			4,808				693
NET CASH PROVIDED BY FINANCING ACTIVITIES			38,204				30,336
INCREASE IN CASH			-				-
CASH, BEGINNING			-				-
CASH, ENDING			-				-
Supplemental cash flow information:
Interest paid			-				-
Income taxed paid			-				-

See accompanying notes to the condensed financial statements.

7

ZHANLING INTERNATIONAL LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025

(Expressed in U.S. Dollars)

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

Unaudited Interim Financial Statements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended May 31, 2025, included in the Company’s Annual Report Form 10-K and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the nine months ended February 28, 2026 are not necessarily indicative of the results that may be expected for the year ended May 31, 2026.

NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND

Zhanling International Ltd (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and the Company is a development-stage company which intended to acquire companies in large consumption platform in China. The Company’s sole purpose currently is to target and complete a merger or acquisition with a private entity.

On May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Tan Sri Barry has been the President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors since February 2013.

On May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

On May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure Air Race Talents Limited, and William Alexander Cruickshank acquired control of 67,736 shares of the Company’s restricted Common Stock, representing approximately 92.54% of the Company’s total issued and outstanding Common Stock, from the certain sellers in accordance with common stock purchase agreements (collectively, the “Stock Purchase Agreements”). The Stock Purchase Agreements were negotiated in arm’s length transactions.

On May 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of Common Stock voting securities representing 92.54% of the total issued and outstanding voting power of the 73,200 shares of Common Stock of the Company (the “Majority Stockholders”) to authorize the Company’s Board of Directors to approve an increase of authorized shares of Common Stock from 75,000,000 to 500,000,000 (the “Increase”), par value $0.001 per share.

On May 7, 2021, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders approved the Increase by written consent in lieu of a meeting on May 7, 2021.

On June 17, 2021 the Company entered into a binding letter of intent (the “LOI”) for the purpose of doing a Share Exchange Agreement (“the Agreement”) to acquire Adventure Air Race Company Limited (“AARC”), a Nevada corporation. The acquisition is subject to (i) the consent of a majority ODZA’s shareholders and to the consent of each of AARC’s shareholders, and (ii) the completion of a two-year audit of AARC. The Share Exchange Agreement will result in a change of control. The Share Exchange Agreement contains, among other things, representations and warranties of the aforementioned Parties and covenants of the companies and the shareholders of AARC. Among other terms, ODZA will own all of the equity of AARC, equaling 130,329,341 shares of AARC’s stock, and representing all of its issued and outstanding shares. The AARC shareholders (the “Shareholders”) will own 84,000,000 newly issued shares of common stock of ODZA (the Common Stock”) representing approximately 95.82% of ODZA’s outstanding shares of Common Stock. As the result, AARC will hold no common shares of ODZA, as the wholly owned subsidiary of ODZA. The agreement was terminated on September 30, 2021. As of the date of this report, the closing of the AARC Equity Transfer has not occurred.

On December 3, 2021, Mr. Liang Zhao acquired control of 13,908 shares of the Company’s restricted common stock, representing approximately 19% of the Company’s total issued and outstanding common stock; and Xiangchen Li acquired control of 24,532 shares of the Company’s restricted common stock, representing approximately 33.51% of the Company’s total issued and outstanding common stock, from the certain sellers in accordance with common stock purchase agreements (collectively, the “Stock Purchase Agreements”). The Stock Purchase Agreements were negotiated in arm’s- length transactions.

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On December 3, 2021, Chi Ping Leung resigned from all positions with the Company, including but not limited to, that of the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Chi Ping Leung has been the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company since May 2021.

On December 3, 2021, Mr. Alexander Patrick Brazendale resigned from the Chief Marketing Officer of the Company. Mr. Christopher David Brazendale resigned from Chief Operating Officer of the Company. Mr. William Alexander Cruickshank resigned from Chief Racing Officer of the Company. Ms. Wing Man Fok resigned from the Secretary and Treasurer of the Company.

On December 3, 2021, Mr. Liang Zhao was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

Effective February 17, 2022, the Board of Directors of Zhanling International Ltd (the “Company”) approved a resolution changing the Company’s fiscal year from January 31 to December 31 of each calendar year, effective as of the same date.

On June 20, 2022, Mr.Xiangchen Li was appointed as the Chief Marketing Officer of the Company.

As of June 22, 2022, Liang Zhao was the sole director and the sole shareholder of Shanghai Capital Resource Limited, which was the major shareholder of the Company owning beneficially 20% of the Company common shares. After June 22, 2022, Liang Zhao directly and indirectly hold 39% of the Company common shares.

On April 10, 2023, as a result of three private transactions, (i) 13,908 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Liang Zhao to NingNing Xu; and (ii) 24,532 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Xiangchen Li to NingNing Xu. As a result, the Purchaser became holders of approximately 52.514% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $38,440. The source of the cash consideration for the Shares was personal funds of the Purchaser.

On April 10, 2023, Mr.Liang Zhao resigned from President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. Mr.Xiangchen Li resigned from the Chief Marketing Officer of the Company.

On April 10, 2023, Ms.NingNing Xu was appointed as President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

On March 28, 2024, as a result of two private transactions, (i) 38,440 shares of Common Stock, $0.001 par value per share (the “Shares”) of Zhanling International Limited, a Nevada corporation (the “Company”), were transferred from NingNing Xu to YongQing Liu; (ii) the beneficial owner of Shanghai Capital Resources Ltd, a corporate shareholder of Zhanling International Limited which held 14,640 shares of Common Stock, $0.001 par value per share of the Company, was transferred from NingNing Xu to YongQing Liu. As a result, the Purchaser became a holder of approximately 72.51% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $53,080. The source of the cash consideration for the Shares was the personal funds of the Purchaser.

On March 28, 2024, the existing director and officer resigned immediately. Accordingly, NingNing Xu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Board of Directors. At the effective date of the transfer, YongQing Liu consented to act as the new Chief Executive Officer, President, and Chairman of the Board of Directors of the Company. On March 28, 2024, ZhenSheng Li was appointed as the Chief Financial Officer and Director of the Company.

On August 12,2025, ZhenSheng Li resigned from Company’s Chief Financial Officer, YongQing Liu was appointed as Chief Financial Officer of the Company.

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NOTE 3 - GOING CONCERN

As reported in the accompanying condensed financial statements, the Company incurred a net loss of $26,866 and net operating cash outflow of $38,204 during the nine months ended February 28, 2026, and had an accumulated deficit of $456,933 and a stockholders’ deficit of $41,419 as of February 28, 2026.

Management of the Company has evaluated the sufficiency of additional capital resources. Management’s plan is to obtain such resources by seeking additional capital through a private placement of its common stock and/or director loans sufficient to meet its minimal operating expenses. In addition, management has taken certain mitigating actions to improve liquidity, including potential financial support from related parties. However, there is uncertainty as to whether these plans will be effectively implemented or yield sufficient results.

Accordingly, the Company’s condensed financial statements are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they fall due. In the event the Company is not able to continue as a going concern, adjustments will have to be made to reflect the situation that assets may need to be realized other than in the amounts at which they are currently recorded in the balance sheet. In addition, the Company may have to provide for further liabilities that might arise and to reclassify non-current assets and liabilities as current assets and liabilities.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences, future results may be affected.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for the accruals of potential liabilities.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Financial instruments

The Company follows the guidance of Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

The Company believes the carrying amount reported in the balance sheet for other payables and accrued liabilities, approximate their fair values because of the short-term nature of these financial instruments.

Income taxes

The provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

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Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Stock-based compensation

The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock- based compensation has been recorded to date.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Imputed Interest

The amount due to a director is unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

Recent Accounting Pronouncements

In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-01 — Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company expects the adoption on this ASU will not have a material effect on the Company’s financial statements.

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NOTE 5 - RELATED PARTY TRANSACTIONS

As of May 31, 2025, the Company owed $38,285 to the Company’s former Chief Executive Officer Mr.YongQing Liu. During the nine months ended February 28, 2026, Mr. YongQing Liu advanced an additional $33,396 to the Company, and the Company settled $32,985 of amounts payable to Mr. YongQing Liu. As of February 28, 2026, the outstanding balance amounted to $38,696. The amounts are unsecured, are non-interest bearing, and the company does not intend to repay the amounts owed to related party in next 12 months.

See Note 8 — Common Stock Issuances for information regarding shares issued to the Company’s Chief Executive Officer (a related party) in settlement of amounts payable.

NOTE 6 - PREPAYMENTS

Prepayments consisted of the following:

 SCHEDULE OF PREPAYMENTS AND DEPOSITS

		As of February 28, 2026				As of May 31, 2025
Prepayments		$	5,506			$	166

As of February 28, 2026 and May 31, 2025, the balance $5,506 and $166 were represented prepayment which mainly professional fee.

NOTE - 7 SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed financial statements are issued, the Company has evaluated all events or transactions that occurred up to April 13, 2026, the date the financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

NOTE-8 Common Stock Issuances

 COMMON STOCK ISSUANCES

During the nine months ended February 28, 2026, the Company issued an aggregate of 3,367,800 shares of its common stock at $0.01 par value per share in settlement of $33,678 of accounts payable. Of these shares, 3,298,500 shares were issued to the Company’s Chief Executive Officer (a related party) in settlement of $32,985, and 69,300 shares were issued to a non-related party in settlement of $693. No cash was received by the Company in these transactions.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Zhanling International Ltd, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the May 31, 2025 audited financial statements and related notes included in the Company’s most recent Transition Report on Form 10-K for the year ended May 31, 2025 (File No. 000-54301), as filed with the SEC on August 21, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

Zhanling International Ltd (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and the Company is a development-stage company which intended to acquire companies in large consumption platform in China. The Company’s sole purpose currently is to target and complete a merger or acquisition with a private entity.

Going Concern

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of February 28, 2026, the Company suffered an accumulated deficit of $456,933, had a stockholders’ deficit of $41,419. During the nine months ended February 28, 2026, the Company incurred a net loss of $26,866 and cash used in operating activities during the period was $38,204. Management has plans to seek additional capital through a private placement of its Common Stock or further director loans as needed. Additionally, the Company’s additional capital may be supported by related party. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the Plan of Operation described in this Form 10-Q and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

USE OF ESTIMATES

In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 in the accompanying financial statements.

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PLAN OF OPERATION

Our principal offices were relocated on Unit 305-306, 3/F., New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui, Hong Kong.

The Company planned to execute a multi-phase exploration program at inception of July 16, 2009. From inception to February 28, 2026, the Company has had limited business operations and has no revenues generated from operations since incorporation. We are now in the process of evaluation any potential business opportunities though we cannot assure that it will be able to commence profitable operations.

Results of Operations

Three and Nine Months Ended February 28, 2026 and 2025

We recorded no revenue for the three and nine months ended February 28, 2026 and 2025.

The result of operation expenses are primarily professional fees of $7,687 and $7,595 for the three months ended February 28, 2026 and 2025 respectively, reflecting an increase of $92, or 1%. The expenses for the three months ended February 28, 2026 were primarily consisted of professional fees such as edgar services fee. The operation expenses were relatively flat when compared to the prior year period.

The result of operation expenses are primarily professional fees of $26,866 and $24,161 for the nine months ended February 28, 2026 and 2025 respectively, reflecting an increase of $2,705 or 11%. The expenses for the nine months ended February 28, 2026 were primarily attributable to the OTCID Disclosure & News Service Application fee., while other operating expenses remained relatively flat compared to the prior year period.

Liquidity and Capital Resources

For the nine months ended February 28, 2026 compared to nine months ended February 28, 2025

As of February 28, 2026 and May 31, 2025, we had no cash on hand. Net cash used in operating activities for the nine months ended February 28, 2026 was $38,204 as compared to net cash used in operating activities of $30,336 for the nine months ended February 28, 2025. The increase in cash provided by operating activities was mainly due to operating expenses.

We had no cash used in investing activities for the nine months ended February 28, 2026 and 2025.

Net cash provided by financing activities for the nine months ended February 28, 2026 was $38,204 as compared to net cash provided by financing activities of $30,336 for the nine months ended February 28, 2025. The net cash provided by financing activities for the nine months ended February 28, 2026 was mainly the loan advanced from director Mr.YongQing Liu and non-related party Shao Xinli.

We do not have sufficient cash on hand to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our Common Stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arrangement and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our Common Stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2026. This evaluation was carried out by our Chief Executive and Financial Officer, who also serves as our principal executive officer and principal financial and accounting officer. Based upon that evaluation, our Chief Executive and Financial Officer concluded that, as of February 28, 2026, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of February 28, 2026, our disclosure controls and procedures were not effective: Inadequate segregation of duties consistent with control objectives.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
3.3		Changes in Control of Registrant, Departure of Director and Appointment of Director dated March 28, 2024 (2)
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer*
32.1		Section 1350 Certification of Principal Executive and Financial Officer*
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

(1)	Previously filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-166076), as filed with the Securities and Exchange Commission on April 15, 2010.
(2)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on March 28, 2024.

** 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.

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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.

	ZHANLING INTERNATIONAL LIMITED
	(Name of Registrant)
Date: April 13, 2026	By:	/s/ YongQing Liu
	Name:	YongQing Liu
	Title:	Chief Executive Officer, Chief Financial Officer，President and Chairman of the Board of Directors

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FAQ

What were Zhanling International Ltd (ZLME) results for the nine months ended February 28, 2026?

Zhanling International reported a net loss of $26,866 for the nine months ended February 28, 2026, compared with a $24,161 loss a year earlier. The company generated no revenue, and expenses were mainly professional fees, leaving it deeply unprofitable during the period.

What is Zhanling International Ltd’s (ZLME) financial position as of February 28, 2026?

As of February 28, 2026, Zhanling International had $5,506 in total assets, all prepayments, and total liabilities of $46,925. It reported an accumulated deficit of $456,933 and a stockholders’ deficit of $41,419, indicating negative equity and a highly leveraged balance sheet.

How is Zhanling International Ltd (ZLME) funding its operations without revenue?

The company funded its nine-month operating cash outflows of $38,204 through financing activities. It received $33,396 in advances from its Chief Executive Officer and $4,808 from a non-related party, and also issued shares to settle $33,678 of outstanding payables instead of paying cash.

Did Zhanling International Ltd (ZLME) raise equity during the period, and on what terms?

During the nine months ended February 28, 2026, the company issued 3,367,800 common shares at a stated value of $0.01 per share to settle $33,678 of accounts payable. Of these, 3,298,500 shares went to the Chief Executive Officer and 69,300 shares to a non-related creditor.

What going concern risks does Zhanling International Ltd (ZLME) disclose?

Management highlights substantial doubt about the company’s ability to continue as a going concern, citing a nine-month net loss of $26,866, accumulated deficit of $456,933, stockholders’ deficit of $41,419, no cash, and reliance on future equity financing and director loans to meet obligations.

How many Zhanling International Ltd (ZLME) shares are outstanding, and how did this change?

As of April 13, 2026, Zhanling International had 3,441,000 common shares outstanding, up from 73,200 at May 31, 2025. The increase mainly reflects issuing 3,367,800 shares during the nine months to settle $33,678 of accounts payable without receiving cash.