OTC: ZLME
Zhanling International LtdCIK 0001489300 · Materials · SIC 1000 · Metal Mining
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On July 16, 2009, the Company was incorporated under the laws of the State of Nevada. About this business →
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Latest financial statements
From 10-K filed Aug 10, 2026 (period ending May 31, 2026). SEC XBRL (companyfacts) — not generated by the model.
Consolidated Statements of Operations
| Description | Year ended May 31, 2026 | Year ended May 31, 2025 | Year ended May 31, 2024 |
|---|---|---|---|
| Operating expenses: | |||
| General and administrative | 38,486 | 39,857 | 30,865 |
| Operating income | (38,486) | (39,857) | (30,865) |
| Income before income taxes | (38,486) | (39,857) | (30,865) |
| Net income | (38,486) | (39,857) | (30,865) |
| Basic earnings per share | (0.01) | (0.54) | (0.42) |
| Diluted earnings per share | (0.01) | (0.54) | (0.42) |
Consolidated Balance Sheets
| Description | May 31, 2026 | May 31, 2025 |
|---|---|---|
| Current assets: | ||
| Prepaid expenses and other current assets | 183.00 | 166.00 |
| Total current assets | 183.00 | 166.00 |
| TOTAL ASSETS | 183.00 | 166.00 |
| Current liabilities: | ||
| Other current liabilities | 6,322 | 9,122 |
| Total current liabilities | 6,322 | 9,122 |
| Other long-term liabilities | 46,900 | 39,275 |
| Total liabilities | 53,222 | 48,397 |
| Shareholders' equity: | ||
| Common stock | 3,441 | 73.00 |
| Capital in excess of stated value | 412,073 | 381,763 |
| Retained earnings (deficit) | (468,553) | (430,067) |
| Total shareholders' equity | (53,039) | (48,231) |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 183.00 | 166.00 |
Consolidated Statements of Cash Flows
| Description | Year ended May 31, 2026 | Year ended May 31, 2025 |
|---|---|---|
| Operating Activities: | ||
| Net cash from operating activities | (41,303) | (35,933) |
| Financing Activities: | ||
| Net cash from financing activities | 41,303 | 35,933 |
Amounts in USD as reported; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗
About Zhanling International Ltd
Source: Item 1 (Business) from the 10-K filed August 10, 2026. Description as filed by the company with the SEC.
ITEM
1. BUSINESS
CORPORATE
HISTORY
On
July 16, 2009, the Company was incorporated under the laws of the State of Nevada.
William
O’Neill (“Mr. O’Neill”) served as our Director, President and Chief Executive Officer, Secretary and Treasurer,
from July 16, 2009, until February 4, 2013. In November 2010, we issued 50,000 shares of Common Stock to Mr. O’Neill, purchase
price was par value or a total of $2,500. The cash received was used as working capital.
On
February 4, 2013, Mr. O’Neill resigned from all positions with the Company, including but not limited to, that of President, Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
On
February 4, 2013, (i) Tan Sri Barry Goh Ming Choon (“Tan Sri Barry”) was appointed as the Company’s President, Chief
Executive Officer, Secretary and Chairman of the Board of Directors, (ii) Mr. C.K. Lee was appointed the Chief Financial Officer, Treasurer
and a Director of the Company, (iii) and Messieurs Michael Teh Kok Lee, Dato’ John Looi Teh Sung, Dato’ Danny Goh Meng Keong,
Law Boon Hee, Soo Kai Chee, and Gilbert Loke were appointed as Independent Directors of the Company.
On
May 28, 2015, (i) Tan Sri Barry resigned from the positions with the Company, including that of President, Chief Executive Officer, Secretary
and Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices, (ii) and Messieurs Michael Teh Kok Lee, Dato’ John Looi Teh Sung, Dato’ Danny Goh Meng Keong, Law
Boon Hee, Soo Kai Chee, and Gilbert Loke resigned from the position of director with 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.
Read full description ↓
On
May 28, 2015, (i) Dato’ Lim Kah Chuan was appointed as the Company’s President, Chief Executive Officer, Secretary and Chairman
of the Board of Directors of the Company (the “Board”). As of same day, Tan Sri Barry was appointed as the Company’s
Chief Operating Officer and will continue to serve the Company in his capacity as Chief Operating Officer.
On
April 29, 2016, (i) Dato’ Lim Kah Chuan resigned from the positions with the Company, including that of President, Chief Executive
Officer, Secretary and Chairman of the Board of Directors of the Company and (ii) Mr. C.K. Lee resigned from the positions with the Company,
including that of Chief Financial Officer, Treasurer and Director. The resignation was not the result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
On
April 29, 2016, Tan Sri Barry was appointed as the new Company’s President, Chief Executive Officer, Treasurer, Secretary and Chairman
of the Board of Directors of the Company.
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 30 September,
2021. As of the date of this report, the closing of the AARC Equity Transfer has not occurred.
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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.
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) the beneficial owner of Shanghai Capital Resources Ltd, a company 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 Liang Zhao to NingNing Xu; and (iii) 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 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 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, Ms.NingNing Xu resigned from Company’s Chief Executive Officer, Chief Financial Officer, President, and Chairman
of the Board of Directors.
On
March 28, 2024, YongQing Liu was appointed as Chief Executive Officer, President, and Chairman of the Board of Directors of the Company.
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 and director, YongQing Liu was appointed as Chief Financial
Officer of the Company.
DESCRIPTION
OF BUSINESS
Our
principal offices were relocated at 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 31 May 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.
CHANGE
IN FISCAL YEAR
On June 5, 2024, the Company changed its fiscal year end from December
31 to May 31, effective immediately. The Company has adopted May 31 as its fiscal year end thereafter.
REVERSE
STOCK SPLIT
Effective
on March 16, 2022, the Company effected a 1-for-50 reverse stock split of its issued and outstanding shares of common stock, par value
$0.001 per share (the “Reverse Stock Split”).Immediately prior to the Reverse Stock Split, the Company had 3,660,000 shares
of common stock issued. and outstanding. As a result of the Reverse Stock Split, the number of issued and outstanding shares was reduced
to 73,200 shares. The par value of the Company’s common stock remained unchanged at $0.001 per share, and the authorized number
of shares remained unchanged.
All
share and per-share amounts presented in this report have been retrospectively adjusted to reflect the Reverse Stock Split. As of May
31,2026 and 2025, the Company had 3,441,000 and 73,200 shares common stock issued and outstanding, respectively.
4