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10-Q true 2026-08-31 false 000-54301 ZHANLING INTERNATIONAL LIMITED NV 88-0981710 Unit 305-306, 3/F., New East Ocean Centre, No.9 Science Museum Road Tsim Sha Tsui HK 999077 +861 8066819992 Yes Yes Non-accelerated Filer true false true 3441000 0.001

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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.

NOTE 3 - GOING CONCERN As reported in the accompanying condensed financial statements, the Company incurred a net loss of $6,597 during the three months ended August 31, 2026, and had an accumulated deficit of $475,150 and a stockholders’ deficit of $59,636 as of August 31, 2026. 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 $53,668 and $5,600 respectively as of August 31, 2026, for at least 12 months from the date these condensed unaudited financial statements are issued 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 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.

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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.. 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. Net loss per share 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.

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..

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.

Net loss per share 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.

NOTE 5 - RELATED PARTY TRANSACTIONS As of August 31, 2026, the Company owed $53,668 to the Company’s Chief Executive Officer Mr.YongQing Liu. During the three months ended August 31, 2026, Mr.YongQing Liu advanced $ 11,972 to the Company. The amounts are unsecured, non-interest bearing and repayable on demand.

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NOTE 6 - PREPAYMENTS SCHEDULE OF PREPAYMENTS <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20260831_zh3eIHWmkU7f" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">As of August 31, 2026</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49A_20260531_zw6B1teDDWgd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">As of May 31, 2026</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td></tr> <tr id="xdx_40F_eus-gaap--PrepaidExpenseCurrent_iI_zaQhVHVOu5d4" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 60%; text-align: left; padding-bottom: 1pt">Prepayments for professional fees</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 16%; text-align: right">3,404</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 16%; text-align: right">183</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> </table>

SCHEDULE OF PREPAYMENTS <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20260831_zh3eIHWmkU7f" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">As of August 31, 2026</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49A_20260531_zw6B1teDDWgd" style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">As of May 31, 2026</td><td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 1pt"> </td></tr> <tr id="xdx_40F_eus-gaap--PrepaidExpenseCurrent_iI_zaQhVHVOu5d4" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; width: 60%; text-align: left; padding-bottom: 1pt">Prepayments for professional fees</td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 16%; text-align: right">3,404</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="font: 10pt Times New Roman, Times, Serif; width: 2%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 16%; text-align: right">183</td><td style="font: 10pt Times New Roman, Times, Serif; width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> </table>

3404

183

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.