10-Q: Zhanling International Reports Continued Losses in Q3 2025, Raising Going Concern Doubts
Quarterly Report
Zhanling International Ltd reports ongoing losses and a stockholders' deficit in its Q3 2025 report, casting significant doubt on its ability to continue as a going concern.
Summary
- Zhanling International Ltd, a Nevada corporation, released its Quarterly Report on Form 10-Q for the period ended February 28, 2025.
- The company is a development-stage entity focused on acquiring companies in the large consumption platform sector in China.
- For the nine months ended February 28, 2025, the company reported a net loss of $24,161.
- Cash used in operating activities during the same period amounted to $30,336.
- As of February 28, 2025, the company had a stockholders' deficit of $32,535 and an accumulated deficit of $414,371.
- The report indicates substantial doubt about the company's ability to continue as a going concern within one year.
- Management plans to seek additional capital through private placements or director loans.
- The company has no revenues and has incurred recurring losses from operations.
- The company is evaluating potential business opportunities but cannot guarantee profitable operations.
- The company's disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting, specifically inadequate segregation of duties.
Sentiment
Score: 2
Explanation: The document paints a negative picture due to the company's ongoing losses, significant accumulated deficit, and doubts about its ability to continue as a going concern. The material weaknesses in internal control further contribute to the negative sentiment.
Positives
- Management is actively seeking additional capital through private placements or director loans to address the company's financial challenges.
- The company is evaluating potential business opportunities, indicating an effort to find a viable path forward.
Negatives
- The company has a significant accumulated deficit of $414,371 as of February 28, 2025.
- The company's independent auditor previously raised substantial doubt about its ability to continue as a going concern.
- The company's disclosure controls and procedures are ineffective due to material weaknesses in internal control over financial reporting.
- The company has no revenues and has incurred recurring losses from operations.
Risks
- The company's ability to continue as a going concern is highly uncertain due to its financial condition.
- Failure to secure additional funding could lead to the failure of the business.
- Existing shareholders may experience dilution if the company completes an equity financing.
- The material weaknesses in internal control over financial reporting pose a risk to the reliability of financial information.
Future Outlook
The company plans to seek additional capital through a private placement of its Common Stock or further director loans as needed, with potential support from related parties. However, there is no assurance that the company will be able to raise sufficient funding.
Management Comments
- 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.
Industry Context
As a development-stage company aiming to acquire businesses in the Chinese consumption platform sector, Zhanling International's financial struggles highlight the challenges faced by smaller companies in executing ambitious growth strategies, especially when relying on volatile capital markets.
Comparison to Industry Standards
- It is difficult to compare Zhanling International to industry standards due to its lack of revenue and specific operational activities.
- Many development-stage companies in similar sectors rely on venture capital or private equity funding to sustain operations until they achieve revenue generation.
- The company's reliance on director loans and potential private placements suggests a limited access to more traditional funding sources.
- Companies like Odenza Corp, which was previously involved in a Share Exchange Agreement with Zhanling, have also faced challenges in maintaining consistent financial performance, indicating the competitive nature of the acquisition market.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors | NingNing Xu | YongQing Liu | 2024-03-28 | Transfer of shares and resignation of previous officer |
| Chief Financial Officer and Director | NingNing Xu | ZhenSheng Li | 2024-03-28 | Appointment of new officer |
Related Party Transactions
- As of November 30, 2024, the Company owed $30,381 to the Company's Chief Executive Officer Mr.YongQing Liu.
- During the three months ended February 28, 2025, Mr.YongQing Liu advanced $3,297 to the Company.
- 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.
Stakeholder Impact
- Shareholders face the risk of further dilution if the company raises capital through equity financing.
- Employees' job security is uncertain due to the company's financial instability.
- Creditors face the risk of non-payment if the company fails to continue as a going concern.
Next Steps
- The company needs to secure additional funding to continue operations.
- The company must address the material weaknesses in internal control over financial reporting.
- The company will continue to evaluate potential business opportunities.
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 with the Company. |
| 2021-05-04 | Mr. Leung Chi Ping was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. |
| 2021-05-07 | 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 Companys 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. |
| 2021-05-07 | The Board of Directors of the Company approved the Increase, subject to Stockholder approval. |
| 2021-06-17 | 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. |
| 2021-09-30 | The Share Exchange Agreement was terminated. |
| 2021-12-03 | Mr. Liang Zhao acquired control of 13,908 shares of the Companys restricted common stock, representing approximately 19 % of the Companys total issued and outstanding common stock; and Xiangchen Li acquired control of 24,532 shares of the Companys restricted common stock, representing approximately 33.51 % of the Companys total issued and outstanding common stock. |
| 2021-12-03 | Chi Ping Leung resigned from all positions with the Company. |
| 2021-12-03 | Mr. Alexander Patrick Brazendale resigned from the Chief Marketing Officer of the Company. |
| 2021-12-03 | Mr. Christopher David Brazendale resigned from Chief Operating Officer of the Company. |
| 2021-12-03 | Mr. William Alexander Cruickshank resigned from Chief Racing Officer of the Company. |
| 2021-12-03 | Ms. Wing Man Fok resigned from the Secretary and Treasurer of the Company. |
| 2021-12-03 | Mr. Liang Zhao was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. |
| 2022-02-17 | The Board of Directors of Zhanling International Ltd approved a resolution changing the Companys fiscal year from January 31 to December 31 of each calendar year, effective as of the same date. |
| 2022-06-20 | Mr.Xiangchen Li was appointed as the Chief Marketing Officer of the Company. |
| 2022-06-22 | 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. |
| 2023-04-10 | 13,908 shares of Common Stock were transferred from Liang Zhao to NingNing Xu; and 24,532 shares of Common Stock were transferred from Xiangchen Li to NingNing Xu. |
| 2023-04-10 | Mr.Liang Zhao resigned from President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. |
| 2023-04-10 | Mr.Xiangchen Li resigned from the Chief Marketing Officer of the Company. |
| 2023-04-10 | Ms.NingNing Xu was appointed as President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. |
| 2024-03-28 | 38,440 shares of Common Stock were transferred from NingNing Xu to YongQing Liu; the beneficial owner of Shanghai Capital Resources Ltd was transferred from NingNing Xu to YongQing Liu. |
| 2024-03-28 | NingNing Xu resigned as director and officer. |
| 2024-03-28 | YongQing Liu consented to act as the new Chief Executive Officer, President, and Chairman of the Board of Directors of the Company. |
| 2024-03-28 | ZhenSheng Li was appointed as the Chief Financial Officer and Director of the Company. |
| 2024-05-31 | Date of audited balance sheet. |
| 2024-08-26 | Filing date of the Companys most recent Transition Report on Form 10-KT for the year ended May 31, 2024. |
| 2025-02-28 | End of the quarterly period covered by this report. |
| 2025-04-10 | Date as of which there were 73,200 shares of common stock outstanding. |
| 2025-04-10 | Date the financial statements were available to issue. |
Keywords
financial statements, going concern, net loss, operating activities, stockholders deficit, Zhanling International, Form 10-Q, acquisition, China
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