Zhanling International Ltd 10-Q for FY2027 Q1
Zhanling International Ltd (ZLME)
About this 10-Q
Zhanling International Ltd filed this 10-Q on October 13, 2026, covering the quarter ended August 31, 2026 (FY2027 Q1).
Headline figures
Quarter ended August 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $6597
- compared with a net loss of $8126 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
Tel:
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.
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).
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 ☐
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
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 October 12, 2026, there were shares of common stock, $ par value per share, outstanding.
ZHANLING INTERNATIONAL LIMITED
QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD
ENDED August 31, 2026
INDEX
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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.
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS.
ZHANLING INTERNATIONAL LIMITED
CONDENSED BALANCE SHEETS
AS OF AUGUST 31, 2026 AND MAY 31, 2026
(Expressed in U.S. Dollars)
August 31, 2026 -$- | May 31, 2026 -$- | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSET | ||||||||
| Current asset | ||||||||
| Prepayments | ||||||||
| Total current asset | ||||||||
| TOTAL ASSET | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Other payables and accrued liabilities | ||||||||
| Due to related parties | ||||||||
| Due to non-related parties | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Due to related parties | ||||||||
| Due to non-related parties | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock | ||||||||
| Authorized: | ||||||||
| Common stocks, $ par value, shares authorized, as of August 31, 2026 and May 31, 2026, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
See accompanying notes to the condensed financial statements.
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ZHANLING INTERNATIONAL LIMITED
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(Expressed in U.S. Dollars)
(Unaudited)
Three months ended August 31, | Three months ended August 31, | |||||||
2026 -$- | 2025 -$- | |||||||
| General and administrative | ||||||||
| Loss from Operation | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Basic and diluted net loss per share | ) | ) | ||||||
| Weighted average number of shares outstanding | ||||||||
See accompanying notes to the condensed financial statements.
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ZHANLING INTERNATIONAL LIMITED
CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(Expressed in U.S. Dollars)
Three months ended August 31, 2026
(Unaudited)
| Number | Amount | Capital | Deficit | Total | ||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Number | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, August 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Three months ended August 31, 2025
(Unaudited)
| Common Stock | Additional Paid-in | Accumulated | Total shareholders’ | |||||||||||||||||
| Number | Amount | Capital | Deficit | deficit | ||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Capital contribution due to conversion of related party payable into equity | ||||||||||||||||||||
| Capital contribution due to conversion of non-related party payable into equity | ||||||||||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to the condensed financial statements.
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ZHANLING INTERNATIONAL LIMITED
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(Expressed in U.S. Dollars)
(Unaudited)
| Three Months Ended | ||||||||
August 31, 2026 - $ - | August 31, 2025 - $ - | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net change in non-cash working capital balances | ||||||||
| Prepayments | ( | ) | ( | ) | ||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Amounts due to related parties | ||||||||
| Amounts due to non-related parties | ||||||||
| NET CASH USED IN OPERATION ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related parties | ||||||||
| Advances from non-related parties | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| CHANGES IN CASH | ||||||||
| CASH, BEGINNING | ||||||||
| CASH, ENDING | ||||||||
| Supplemental cash flow information: | ||||||||
| Expenses and prepayments paid by related parties on behalf of the Company | ||||||||
| Expenses and prepayments paid by other parties on behalf of the Company | ||||||||
| Conversion of payables to equity | ||||||||
See accompanying notes to the condensed financial statements.
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ZHANLING INTERNATIONAL LIMITED
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 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, 2026, 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 three months ended August 31, 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.
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NOTE 3 - GOING CONCERN
As
reported in the accompanying condensed financial statements, the Company incurred a net loss of $
Management of the Company is of the view that the use of going concern basis in the preparation of the Company’s financial statements is appropriate, after taking into consideration the following factors:
●
The related party and non-related party have undertaken not to demand the repayments of the outstanding balances owed from the
Company amounting to $
● The Company’s Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board of Directors, Mr. YongQing Liu has undertaken to provide continuing financial support to the Company for working capital purpose for at least 12 months from the date these condensed unaudited financial statements are issued.
● Management will actively seek additional capital through private placements of its common stock.
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The preparation of unaudited interim condensed 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 unaudited interim condensed 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 the unaudited interim condensed 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 unaudited interim condensed financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There were no key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period..
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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 accrued liabilities, and due to related party, 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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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.
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.
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 August 31, 2026, the Company owed $
NOTE 6 - PREPAYMENTS
SCHEDULE OF PREPAYMENTS
As of August 31, 2026 | As of May 31, 2026 | |||||||
| Prepayments for professional fees | $ | $ | ||||||
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 October 11, 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.
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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, 2026 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, 2026 (File No. 000-54301), as filed with the SEC on August 10, 2026. 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 unaudited interim condensed 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 August 31, 2026, the Company had an accumulated deficit of $475,150 and a stockholders’ deficit of $59,636. During the three months ended August 31, 2026, the Company incurred a net loss of $6,597. The Company has not commenced its planned business operations and has not generated any revenues. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management of the Company is of the view that the use of the going concern basis in the preparation of the Company’s unaudited interim financial statements is appropriate, after taking into consideration the following factors:
The related party and non-related party have undertaken not to demand repayment of the outstanding balances of $53,668 and $5,600, respectively, as of August 31, 2026, for at least 12 months, until the Company’s resources permit.
The Company’s Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board of Directors, Mr. YongQing Liu, has undertaken to provide continuing financial support to the Company for working capital purposes for at least 12 months from the date the financial statements are issued.
Management will actively seek additional capital through private placements of the Company’s common stock.
The Company’s ability to continue as a going concern depends on its ability to obtain sufficient financing and ultimately achieve profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern.
CRITICAL ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of unaudited interim 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.
There were no key assumptions concerning the future, or other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next reporting period.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 in the accompanying unaudited interim condensed 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 August 31, 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 Months Ended August 31, 2026 and August 31, 2025
We recorded no revenue for the three months ended August 31, 2026 and 2025.
The result of operation expenses are primarily professional fees of $6,597 and $8,126 for the three months ended August 31, 2026 and 2025, respectively, reflecting a decrease of $1,529 , or 19%. The decrease was primarily attributable to lower professional fees incurred during the three months ended August 31, 2026, particularly lower OTCID disclosure and news service application fees compared with the same period in 2025.
Liquidity and Capital Resources
For the three months ended August 31, 2026 compared to three months ended August 31, 2025
As of August 31, 2026 and 2025, the Company had no cash on hand. The Company did not generate or use any cash in operating, investing, or financing activities during the three months ended August 31, 2026 and 2025, as all operating expenses and prepayments were paid directly by related and non-related parties on behalf of the Company..
We had no cash used in investing activities for the three months ended August 31, 2026 and 2025.
During the three months ended August 31, 2026, related and non-related parties paid a total of $12,368 on behalf of the Company, consisting of $11,972 paid by the Company’s director, Mr. YongQing Liu, and $396 paid by a non-related party, Mr. Shao Xinli. These transactions were non-cash financing activities and did not result in any cash inflows or outflows for the Company.
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 August 31, 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 August 31, 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 August 31, 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 August 31, 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: October 12, 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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EXHIBIT 31.1
SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF ZHANLING INTERNATIONAL LIMITED
I, YongQing Liu, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Zhanling International Ltd.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 12, 2026 | By: | /s/ YongQing Liu |
| Name: | YongQing Liu | |
| Title: | Chief Executive Officer, Chief Financial Officer，President and Chairman of the Board of Directors |
EXHIBIT 32.1
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL
FINANCIAL OFFICER OF ZHANLING INTERNATIONAL LIMITED
In connection with the accompanying Quarterly Report on Form 10-Q of Zhanling International Ltd. for the quarter ended August 31, 2026, the undersigned, YongQing Liu, President and Chief Executive Officer and Chairman of Board of Directors of Zhanling International Ltd., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) such Quarterly Report on Form 10-Q for the quarter ended August 31, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended August 31, 2026 fairly presents, in all material respects, the financial condition and results of operations of Zhanling International Ltd.
| Date: October 12, 2026 | By: | /s/ YongQing Liu |
| Name: | YongQing Liu | |
| Title: | Chief Executive Officer, Chief Financial Officer，President and Chairman of the Board of Directors |