Zhanling International Ltd

Zhanling International Ltd is a development-stage company incorporated in Nevada on July 16, 2009, with its principal executive offices located in Hong Kong. The company's sole purpose is to target and complete a merger or acquisition with a private entity, and it has not yet identified a target business or industry on which to concentrate its search. The company plans to conduct operations in China and to acquire Chinese companies as subsidiaries, and it will structure its corporate organization as a direct holding structure with the U.S.-listed parent controlling a Cayman Islands, British Virgin Islands, or Hong Kong entity that will in turn acquire and directly control PRC domestic operating entities.

The company has not identified a target business and has no basis for investors to evaluate the possible merits or risks of any particular industry. The company expects to encounter intense competition from other entities having a similar business objective, including venture capital funds, leveraged buyout funds, and operating businesses, many of which are well established and possess greater technical, human, and other resources than the company does.

The company generates no revenue from operations and has had no revenues since incorporation. The company's sole purpose is to target and complete a merger or acquisition with a private entity, and it is currently in the process of evaluating potential business opportunities. The company has no full-time employees prior to the consummation of a business combination, and its sole officer and director is not required to devote full time to the company's affairs.

The company has no products or services generating revenue. The company's business model is to identify, evaluate, and acquire an operating business, with a focus on target businesses in the PRC, though it is not limited to PRC entities. The company has not selected any target business and has no operations or revenues from operations since incorporation.

No product or service line revenue or margin data is presented in the filing because the company has had no revenues from operations since incorporation and has not yet consummated a business combination.

On March 28, 2024, NingNing Xu resigned from the positions of Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Board of Directors, and YongQing Liu was appointed as Chief Executive Officer, President, and Chairman of the Board of Directors. On August 12, 2025, ZhenSheng Li resigned from the positions of Chief Financial Officer and director, and YongQing Liu was appointed as Chief Financial Officer. Effective on March 16, 2022, the company effected a 1-for-50 reverse stock split of its issued and outstanding shares of common stock, reducing the number of issued and outstanding shares from 3,660,000 to 73,200 shares. As of May 31, 2026, the company had 3,441,000 shares of common stock issued and outstanding, compared to 73,200 shares as of May 31, 2025. During the fiscal year ended May 31, 2026, the company issued 3,298,500 shares of common stock in settlement of amounts due to related parties valued at $32,985 ¹ and 69,300 shares in settlement of amounts due to non-related parties valued at $693 ², for total non-cash consideration of $33,678 ³.

For the fiscal year ended May 31, 2026, the company recorded no revenue and incurred a net loss of $38,486 ⁴, compared to a net loss of $39,857 ⁵ for the fiscal year ended May 31, 2025. Basic and diluted net loss per share was $0.01 ⁶ for fiscal 2026 versus $0.54 ⁷ for fiscal 2025. As of May 31, 2026, the company had no cash on hand, a working capital deficiency of $6,139 ⁸, a shareholders' deficit of $53,039 ⁹, and an accumulated deficit of $468,553 ¹⁰. Net cash used in operating activities was $41,303 ¹¹ for fiscal 2026 compared to $35,933 ¹² for fiscal 2025.

The company's primary growth vector is to identify and complete a business combination with a private entity, with a focus on target businesses in the PRC. The company intends to use proceeds of financing, as well as earnings, for the acquisition of operating entities in the PRC. The company has not selected any target business and cannot assure that it will be able to commence profitable operations.

No additional growth vectors beyond the search for a business combination are discussed in the filing.

The filing does not discuss margin trajectory, cost structure evolution, or efficiency targets with specific figures.

The company has no full-time employees prior to the consummation of a business combination. The company's sole officer and director, YongQing Liu, is not required to devote his full time to the company's affairs. The company does not maintain a formal cybersecurity risk management program due to the size and nature of its operations.

The filing does not specify R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures. The company has not repurchased any shares of its common stock during the fiscal year ended May 31, 2026. The Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future and the company does not expect to pay any cash dividends.

The company faces substantial doubt about its ability to continue as a going concern within one year of the date the financial statements are issued. As of May 31, 2026, the company had no cash on hand, a working capital deficiency of $6,139 ¹³, a shareholders' deficit of $53,039 ¹⁴, and an accumulated deficit of $468,553 ¹⁵. The company recorded no revenue and incurred a net loss of $38,486 ¹⁶ for fiscal 2026. The company's ability to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.

The company faces significant regulatory and operational risks related to doing business in China. The Chinese government may exercise significant oversight and discretion over the conduct of the company's business and may intervene in or influence operations at any time. Recent regulatory developments in China, including the Revised Cybersecurity Measures that took effect on February 15, 2022, require an online platform operator in possession of personal data of more than one million users to apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The company does not believe it is subject to this requirement as it possesses personal information of less than 100 users as of the date of the report. The company also faces risks under the Holding Foreign Companies Accountable Act, which could result in the prohibition of trading in the company's securities if the PCAOB is unable to inspect the company's auditor for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

The company has no revenues and has incurred recurring losses from operations, with a net loss of $38,486 ¹⁷ for fiscal 2026 and an accumulated deficit of $468,553 ¹⁸ as of May 31, 2026, raising substantial doubt about its ability to continue as a going concern. The company has not identified a target business and cannot assure investors that it will be able to consummate a business combination, and its sole officer and director is not required to devote full time to the company's affairs, creating a conflict of interest in time allocation. The company faces intense competition from well-established entities with greater resources for acquisition opportunities. The company is dependent on the continued services of YongQing Liu, its sole officer and sole director, and there can be no assurance that the company will be able to recruit qualified personnel on acceptable terms if his services become unavailable. The company faces significant regulatory risks under the Holding Foreign Companies Accountable Act, which could result in the prohibition of trading in its securities if the PCAOB is unable to inspect its auditor for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

Management's message emphasizes the company's status as a development-stage company with no revenues from operations since incorporation and its sole purpose of targeting and completing a merger or acquisition with a private entity. The forward-looking statements in the report caution that actual future results may be materially different from expectations, and management assumes no obligation to update any forward-looking statements. The strategic priorities emphasized are seeking additional capital through a private placement of common stock or obtaining further loans from related parties as needed, and continuing the evaluation of potential business opportunities, though the company cannot assure that it will be able to commence profitable operations.