10-Q: Zhanling International Ltd. Q3 2026 Financial Update
Quarterly Report
Zhanling International Ltd. reports continued development-stage operations with no revenue, significant accumulated deficit, and reliance on capital raises and director loans for funding.
Summary
- Zhanling International Ltd. (the Company) is a development-stage company incorporated in Nevada on July 16, 2009, with the primary intention to acquire companies in China's large consumption platform.
- The Company has no operations or revenues to date and has incurred recurring losses since incorporation.
- For the nine months ended February 28, 2026, the Company reported a net loss of $26,866 and net operating cash outflow of $38,204.
- As of February 28, 2026, the Company had an accumulated deficit of $456,933 and a total stockholders deficit of $41,419.
- The Company's ability to continue as a going concern is dependent on its ability to raise capital through private placements or director loans to fund its business plan and operational expenses.
- Significant changes in management and control have occurred, with YongQing Liu currently serving as CEO, CFO, President, and Chairman of the Board.
- The Company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to the continued lack of revenue, increasing losses, identified material weaknesses in internal controls, and a significant going concern warning, indicating substantial financial distress.
Positives
- The Company has secured financing through director loans and advances from related parties, totaling $38,204 for the nine months ended February 28, 2026, which has been crucial for covering operating expenses.
- Several capital contributions were made through the conversion of payables to equity, totaling $33,678 during the nine months ended February 28, 2026, including $32,985 from the CEO.
- The Company has a clear plan to seek additional capital through private placements and director loans to fund its operations and business plan.
Negatives
- The Company has incurred a net loss of $26,866 for the nine months ended February 28, 2026, and has an accumulated deficit of $456,933 as of the same date.
- The Company has no cash on hand as of February 28, 2026, and has experienced a net operating cash outflow of $38,204 for the nine months ended February 28, 2026.
- The Company has identified material weaknesses in its internal control over financial reporting, specifically inadequate segregation of duties.
- The Company's ability to continue as a going concern is in doubt, as it relies heavily on future capital raises and director loans, with no assurance of success.
- The Company has no revenues generated from operations since incorporation and does not anticipate revenues until its business plan is implemented.
Risks
- The Company's ability to continue as a going concern is dependent on its ability to raise sufficient capital through private placements or director loans, and there is substantial doubt about its ability to do so.
- The Company has no operations or revenues and has incurred recurring losses, raising concerns about its long-term viability.
- Material weaknesses in internal control over financial reporting, including inadequate segregation of duties, could lead to misstatements in financial reporting.
- If the Company fails to secure additional financing, its business will likely fail.
- Existing shareholders may experience dilution if the Company successfully completes an equity financing.
Future Outlook
The Company's future outlook is heavily dependent on its ability to secure additional capital through private placements or director loans to fund its business plan and operational expenses. Without this funding, the Company's business is likely to fail. The Company has no current operations or revenues and anticipates none until its initial business plan is implemented.
Management Comments
- Management's plan to obtain necessary capital resources involves seeking additional capital through a private placement of its common stock and/or director loans sufficient to meet its minimal operating expenses.
- Management has taken certain mitigating actions to improve liquidity, including potential financial support from related parties.
- 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.
- 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.
Industry Context
StockSavvy.ai notes that Zhanling International Limited operates as a development-stage company with a stated intention to acquire businesses in China's consumption platform. Its current financial state, characterized by no revenue, significant losses, and a going concern warning, is typical of many early-stage companies seeking to establish operations or complete acquisitions. The reliance on director loans and private placements for funding is a common, albeit risky, strategy in this sector.
Comparison to Industry Standards
- Many development-stage companies in the technology and consumer goods sectors in China face similar challenges in securing initial funding and achieving profitability.
- Companies like those in the venture capital-backed startup ecosystem often rely on multiple funding rounds (seed, Series A, B, etc.) and may experience periods of significant cash burn before reaching revenue generation.
- The lack of revenue and reliance on debt financing (director loans) is a higher-risk profile compared to companies with established revenue streams and access to traditional credit markets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors | Tan Sri Barry | Mr. Leung Chi Ping | 2021-05-04 | Resignation of previous officer. |
| President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors | Mr. Leung Chi Ping | Mr. Liang Zhao | 2021-12-03 | Resignation of previous officer. |
| Chief Marketing Officer | Mr. Alexander Patrick Brazendale | 2021-12-03 | Resignation of previous officer. | |
| Chief Operating Officer | Mr. Christopher David Brazendale | 2021-12-03 | Resignation of previous officer. | |
| Chief Racing Officer | Mr. William Alexander Cruickshank | 2021-12-03 | Resignation of previous officer. | |
| Secretary and Treasurer | Ms. Wing Man Fok | 2021-12-03 | Resignation of previous officer. | |
| Chief Marketing Officer | Mr. Xiangchen Li | 2022-06-20 | Appointment of new officer. | |
| President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors | Mr. Liang Zhao | Ms. NingNing Xu | 2023-04-10 | Resignation of previous officer and appointment of new officer. |
| Chief Executive Officer, President, and Chairman of the Board of Directors | Ms. NingNing Xu | Mr. YongQing Liu | 2024-03-28 | Resignation of previous officer and appointment of new officer. |
| Chief Financial Officer and Director | Mr. ZhenSheng Li | 2024-03-28 | Appointment of new officer and director. | |
| Chief Financial Officer | Mr. ZhenSheng Li | Mr. YongQing Liu | 2025-08-12 | Resignation of previous officer and appointment of new officer. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Authorization Increase | Authorized increase of common stock shares from 75,000,000 to 500,000,000. | 2021-05-07 | Increases the potential for future share issuances, which could dilute existing shareholders. |
| Fiscal Year Change | Changed fiscal year end from January 31 to December 31. | 2022-02-17 | Aligns reporting with calendar year, potentially simplifying comparisons with other companies. |
| Material Weaknesses in Internal Control | Identified inadequate segregation of duties as a material weakness in internal control over financial reporting. | 2026-02-28 | Increases the risk of material misstatements in financial reporting and reduces the reliability of financial information. |
Legal Proceedings
- The Company is not currently subject to any legal proceedings.
- Management believes there are no pending legal proceedings that are likely to have a material adverse effect on the Company's business, financial condition, or results of operations.
Related Party Transactions
- As of February 28, 2026, the Company owed $38,696 to related parties, primarily to former CEO Mr. YongQing Liu. These amounts are unsecured and non-interest bearing.
- During the nine months ended February 28, 2026, Mr. YongQing Liu advanced $33,396 to the Company, and the Company settled $32,985 of amounts payable to him.
- During the nine months ended February 28, 2026, 3,298,500 shares of common stock were issued to the Company's Chief Executive Officer (a related party) in settlement of $32,985 of accounts payable.
Stakeholder Impact
- Shareholders: Potential for significant dilution if equity financing is pursued. Continued lack of profitability and operational progress poses a risk to their investment.
- Creditors: The company's reliance on director loans and its going concern status may impact the ability to repay outstanding liabilities.
- Employees: Uncertainty regarding the company's future operations and financial stability could affect employee morale and job security.
Next Steps
- Secure additional capital through private placement of common stock and/or director loans.
- Implement the initial business plan to commence profitable operations.
- Address material weaknesses in internal control over financial reporting.
Key Dates
| Date | Description |
|---|---|
| 2009-07-16 | Zhanling International Ltd. was incorporated in the State of Nevada. |
| 2021-05-04 | Tan Sri Barry resigned from all positions; Mr. Leung Chi Ping was appointed as President, CEO, CFO, and Chairman. |
| 2021-05-07 | Stockholders authorized an increase in authorized shares of Common Stock from 75,000,000 to 500,000,000. |
| 2021-06-17 | Company entered into a binding letter of intent for a Share Exchange Agreement to acquire Adventure Air Race Company Limited (AARC). |
| 2021-09-30 | The Share Exchange Agreement with AARC was terminated. |
| 2021-12-03 | Mr. Liang Zhao and Mr. Xiangchen Li acquired control of significant portions of the Company's common stock; Mr. Chi Ping Leung resigned from his executive and board positions; Mr. Liang Zhao was appointed President, CEO, CFO, and Chairman. |
| 2022-02-17 | The Board of Directors approved changing the Company's fiscal year from January 31 to December 31. |
| 2022-06-20 | Mr. Xiangchen Li was appointed Chief Marketing Officer. |
| 2023-04-10 | NingNing Xu acquired controlling interest in the Company through private transactions; Mr. Liang Zhao and Mr. Xiangchen Li resigned from their positions; Ms. NingNing Xu was appointed President, CEO, CFO, and Chairman. |
| 2024-03-28 | YongQing Liu acquired controlling interest in the Company through private transactions; existing director and officer (NingNing Xu) resigned; YongQing Liu consented to act as CEO, President, and Chairman; ZhenSheng Li was appointed CFO and Director. |
| 2025-05-31 | Balance sheet date for audited financial statements. |
| 2025-08-21 | Company's Transition Report on Form 10-K for the year ended May 31, 2025, was filed. |
| 2025-11-30 | Balance sheet date for interim financial statements. |
| 2026-02-28 | Quarterly period ended; balance sheet date for interim financial statements. |
| 2026-04-13 | Date the financial statements were available to issue. |
Recommendation
sellThe company exhibits significant financial distress with no revenue, substantial accumulated losses, and a critical going concern warning. Identified material weaknesses in internal controls further exacerbate the risk. The reliance on future capital raises, with no assurance of success, makes this a highly speculative investment. A seasoned investor would likely divest due to these fundamental issues.
Keywords
Zhanling International Limited, 10-Q Filing, Quarterly Report, Development Stage Company, Going Concern, Net Loss, Accumulated Deficit, Capital Raise, Director Loans, Internal Controls, Nevada Corporation
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.