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Form 10-Q Zhanling International For: Jun 30

August 15, 2022 6:42 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2022

 

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. 000-54301

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

(Exact name of registrant as specified in its charter)

 

Nevada   88-0981710
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Unit 305-306, 3/F., New East Ocean Centre,

No.9 Science Museum Road,

Tsim Sha Tsui,

Hong Kong 999077

(Address of principal executive offices, zip code)

 

Tel: +8618628565646

Email: [email protected]

(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. Yes ☒ No ☐

 

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). Yes ☒ No ☐

 

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 ☐ Non-accelerated Filer ☒ Smaller reporting company Emerging growth company

 

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 ☒ No ☐

 

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 July 31, 2022, there were 73,200 shares of common stock, $0.001 par value per share, outstanding.

 

 

 

 

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

QUARTERLY

REPORT ON FORM 10-Q FOR THE PERIOD

ENDED June 30, 2022

 

INDEX

 

  Page
Part I. Financial Information 4
     
Item 1. Financial Statements 4
     
  Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 4
     
  Condensed Statements of Operations (Unaudited) - Three and six months ended June 30, 2022 and 2021 5
     
  Condensed Statements of Stockholders’ Deficit (Unaudited) - Three and six months ended June 30, 2022 and 2021 6
     
  Condensed Statements of Cash Flows (Unaudited) - Six months ended June 30, 2022 and 2021 7
     
  Notes to Condensed Financial Statements (Unaudited) - Three and six months ended June 30, 2022 and 2021 8-10
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
     
Item 4. Controls and Procedures 13
     
Part II. Other Information 14
     
Item 1. Legal Proceedings 14
     
Item 1A. Risk Factors 14
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
     
Item 3. Defaults Upon Senior Securities 14
     
Item 4. Mine Safety Disclosures 14
     
Item 5. Other Information 14
     
Item 6. Exhibits 15
     
Signatures 16

 

2

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Zhanling International Ltd (formerly known as Odenza Corp.), 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.

 

3

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

CONDENSED BALANCE SHEETS

AS OF JUNE 30, 2022 AND DECEMBER 31, 2021

(Expressed in U.S. Dollars)

 

  

June 30,

2022
-$-

  

December 31,

2021
-$-

 
   (Unaudited)   (Audited) 
ASSETS          
Current assets          
Prepayments and deposits   83    2,039 
           
Total current assets   83    2,039 
           
TOTAL ASSETS   83    2,039 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Other payables and accrued liabilities   6,372    6,378 
Due to a related party   13,250    - 
Total current liabilities   19,622    6,378 
           
TOTAL LIABILITIES   19,622    6,378 
           
STOCKHOLDERS’ DEFICIT          
Common stock, $0.001 par value, 500,000,000 shares authorized 73,200 shares issued and outstanding, respectively   73    73 
Additional paid in capital   305,727    305,727 
Accumulated deficit   (325,339)   (310,139)
Total stockholders’ deficit   (19,539)   (4,339)
Total liabilities and stockholders’ deficit   83    2,039 

 

See accompanying notes to the condensed financial statements.

 

4

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Expressed in U.S. Dollars)

(Unaudited)

 

  

2022

-$-

  

2021

-$-

  

2022

-$-

  

2021

-$-

 
   Three months ended
June 30,
   Six months ended
June 30,
 
  

2022

-$-

  

2021

-$-

  

2022

-$-

  

2021

-$-

 
Revenues  -   -   -   - 
General and administrative   7,204    1,567    15,200    2,739 
Net loss   (7,204)   (1,567)   (15,200)   (2,739)
                     
Basic and diluted net loss per share   (0.10)   (0.02)   (0.21)   (0.04)
Weighted average number of shares outstanding   73,200    73,200    73,200    73,200 

 

See accompanying notes to the condensed financial statements.

 

5

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Expressed in U.S. Dollars)

 

Three months ended June 30, 2022

(Unaudited)

 

   Number   Amount   Capital   Deficit   Total 
   Common Stock   Additional Paid-in   Accumulated     
   Number   Amount   Capital   Deficit   Total 
Balance, March 31, 2022   73,200   $73   $305,727   $(318,135)  $(12,335)
Net loss   -    -    -    (7,204)   (7,204)
Balance, June 30, 2022   73,200   $73   $305,727   $(325,339)  $(19,539)

 

Three months ended June 30, 2021

(Unaudited)

 

   Common Stock   Additional Paid-in   Accumulated     
   Number   Amount   Capital   Deficit   Total 
Balance, March 31, 2021   73,200   $73   $31,427   $(291,090)  $(259,590)
Capital contribution due to write off of related party payable due to former CEO             209,358         209,358 
Net loss   -    -    -    (1,567)   (1,567)
Balance, June 30, 2021   73,200   $73   $240,785   $(292,657)  $(51,799)

 

Six months ended June 30, 2022

(Unaudited)

 

   Common Stock   Additional Paid-in   Accumulated     
   Number   Amount   Capital   Deficit   Total 
Balance, December 31, 2021   73,200   $73   $305,727   $(310,139)  $(4,339)
Net loss   -    -    -    (15,200)   (15,200)
Balance, June 30, 2022   73,200   $73   $305,727   $(325,339)  $(19,539)

 

Six months ended June 30, 2021

(Unaudited)

 

   Common Stock   Additional Paid-in   Accumulated     
   Number   Amount   Capital   Deficit   Total 
Balance, December 31, 2020   73,200   $73   $31,427   $(289,918)  $(258,418)
Capital contribution due to write off of related party payable due to former CEO             209,358         209,358 
Net loss   -    -    -    (2,739)   (2,739)
Balance, June 30, 2021   73,200   $73   $240,785   $(292,657)  $(51,799)

 

See accompanying notes to the condensed financial statements.

 

6

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Expressed in U.S. Dollars)

(Unaudited)

 

   June 30, 2022
- $ -
   June 30, 2021
- $ -
 
   Six Months Ended 
   June 30, 2022
- $ -
   June 30, 2021
- $ -
 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss   (15,200)   (2,739)
Net change in non-cash working capital balances          
Prepayments   1,956    - 
Other payables and accrued liabilities   (6)   (41,414)
NET CASH USED IN OPERATION   (13,250)   (44,153)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Capital contribution from former CEO   -    209,358 
Proceed from (repayment to) related party   13,250    (165,205)
NET CASH PROVIDED BY FINANCING ACTIVITIES   13,250    44,153 
           
INCREASE IN CASH   -    - 
CASH, BEGINNING   -    - 
CASH, ENDING   -    - 
           
Supplemental cash flow information:          
Interest paid   -    - 
Income taxed paid   -    - 

 

See accompanying notes to the condensed financial statements.

 

7

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(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 eleven months ended December 31, 2021, included in the Company’s Transition Report Form 10-KT 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 Transition Report Form 10-KT. 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 and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

 

NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND

 

Zhanling International Ltd (formerly known as Odenza Corp.) (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.

 

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. As AARC did not complete the two years’ audit, ODZA and AARC terminated this agreement on 30 September, 2021. As a result, the closing of the AARC Equity Transfer has not occurred.

 

On December 3, 2021, Mr. Liang Zhao acquired control of 28,548 shares of the Company’s restricted common stock, representing approximately 39% 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.

 

As of June 20, 2022, Mr. Xiangchen Li was appointed as the Chief Marketing Officer of the Company.

 

8

 

 

NOTE 3 - GOING CONCERN

 

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed financial statements, for the six months ended June 30, 2022, the Company incurred a net loss of $15,200, and at June 30, 2022, had a shareholder’s deficit of $19,539. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2021 financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

Management has plans to seek additional capital through a private placement of its Common Stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

 

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

The preparation of 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 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 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. Significant estimates include estimates for the accruals of potential liabilities.

 

Cash and cash equivalents

 

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

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.

 

9

 

 

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.

 

Stock-based compensation

 

The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock- based compensation has been recorded to date.

 

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.

 

Imputed Interest

 

The Company owned director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

 

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows.

 

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2022, the Company’s Chief Executive Officer, Mr. Liang Zhao (appointed on December 3, 2021) advanced $13,250 to the Company. The amounts are unsecured, are non-interest bearing, and are payable on demand. During the period ended June 30, 2022, related party imputed interest expense of $131 is considered insignificant.

 

NOTE 6 - PREPAYMENTS AND DEPOSITS

 

Prepayments and deposits consisted of the following:

 

   As of
June 30, 2022
(Unaudited)
   As of
December 31, 2021
(Audited)
 
Prepayments and deposits  $83   $2,039 

 

As of June 30, 2022 and December 31, 2021, the balance $83 and $2,039 were represented prepayment which mainly professional fee.

 

NOTE 7 - REVERSE STOCK SPLIT

 

Effective on March 16, 2022, the Company has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-50 (the “Reverse Stock Split”). The par value of the Company’s common stock remained unchanged at $0.001 per shares as a result of the reverse stock split, resulting in a decrease to the aggregate par value of common stock and corresponding increase to paid-in capital in the Company’s unaudited condensed financial statements, which was retrospectively applied to all periods presented in the unaudited condensed financial statements. The par value remains unchanged at $0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value. All share and per share data included within the unaudited condensed financial statements and related footnotes have been adjusted to account for the effect of the Reverse Stock Split.

 

10

 

 

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 (formerly known as Odenza Corp.), a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2021 audited financial statements and related notes included in the Company’s most recent Transition Report on Form 10-K for the eleven months ended December 31, 2021 (File No. 000-54301), as filed with the SEC on March 31, 2022. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

CHANGE IN FISCAL YEAR

 

On February 17, 2022, we transitioned the fiscal year end from January 31 to December 31. The eleven-month period from February 1, 2021 to December 31, 2021, served as a transition period, and we filed one-time, eleven-month transitional financial statements for the transition period in a Transition Report on Form 10-KT filed with the SEC on March 31, 2022. Prior to the transition period, our fiscal year end was January 31. Our fiscal year 2022 (or “fiscal 2022”) commenced on January 1, 2022 and ends on December 31, 2022.

 

REVERSE STOCK SPLIT

 

Effective on March 16, 2022, the Company has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-50 (the “Reverse Stock Split”). The par value remains unchanged at $0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value.

 

COVID-19

 

The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The Company monitors guidance from national and local public health authorities and has implemented health and safety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.

 

OVERVIEW

 

Zhanling International Ltd (formerly known as Odenza Corp.) (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 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 June 30, 2022, the Company suffered an accumulated deficit of $325,339 and net loss of $15,200. The continuation of the Company as a going concern through June 30, 2022 is dependent upon improving the profitability and the continuing financial support from its stockholders and directors. Management believes the existing shareholders and directors or external financing will provide the additional cash to meet the Company’s obligations as they become due.

 

To date 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. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

CRITICAL ACCOUNTING POLICIES

 

USE OF ESTIMATES

 

In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Refer to Note 1 in the accompanying financial statements.

 

11

 

 

PLAN OF OPERATION

 

Our principal offices were relocated from 22/F., Wanchai Central Building, 89 Lockhart Road, Wan Chai, Hong Kong to Unit 305-306, 3/F., New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui, Hong Kong effective from December 3, 2021.

 

The Company planned to execute a multi-phase exploration program at inception of July 16, 2009. From inception to March 31, 2022, 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 and Six Months Ended June 30, 2022 and 2021

 

We recorded no revenue for the three and six months ended June 30, 2022 and 2021.

 

The result of operation expenses are primarily professional fees of $7,204 and $1,567 for the three months ended June 30, 2022 and 2021 respectively, reflecting an increase of $5,637, or 360%. The expenses for the three months ended June 30, 2022 were primarily consisted of professional fees such as audit fees and consulting fee. The increase in operation expenses was due to the increase in quarterly review fee and consulting fee.

 

The result of operation expenses are primarily professional fees of $15,200 and $2,739 for the six months ended June 30, 2022 and 2021 respectively, reflecting an increase of $12,461, or 455%. The expenses for the six months ended June 30, 2022 were primarily consisted of professional fees such as audit fees and consulting fee. The increase in operation expenses was due to the increase in audit fee and consulting fee.

 

Liquidity and Capital Resources

 

For the six months ended June 30, 2022 compared to six months ended June 30, 2021

 

As of June 30, 2022 and 2021, we had no cash on hand. Net cash used in operating activities for the six months ended June 30, 2022 was $13,250 as compared to net cash used in operating activities of $44,153 for the six months ended June 30, 2021. The decrease in cash provided by operating activities was mainly driven by operating liability, primarily reduction in other payable and accrued liability, as the Company’s director provided the additional cash to meet the Company’s obligations as they become due.

 

We had no cash used in investing activities for the six months ended June 30, 2022 and 2021.

 

Net cash provided in financing activities for the six months ended June 30, 2022 was $13,250 as compared to net cash provided by financing activities of $44,153 for the six months ended June 30, 2021. The net cash provided by financing activities were resulted in loan advanced from director.

 

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.

 

12

 

 

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 June 30, 2022. 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 June 30, 2022, 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 June 30, 2022, 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 June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

13

 

 

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.

 

14

 

 

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 December 3, 2021 (2)
     
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
     
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 December 3, 2021.

 

** 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.

 

15

 

 

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: August 12, 2022 By: /s/ Liang Zhao
  Name: Liang Zhao
  Title: President, Chief Executive Officer, Chief Financial Officer
(Principal Executive Officer and Principal Financial and Accounting Officer)

 

16

 

 

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF ZHANLING INTERNATIONAL LIMITED (FORMERLY KNOWN AS ODENZA CORP.)

 

I, Liang Zhao, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Zhanling International Ltd. (formerly known as Odenza Corp.);

 

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: August 12, 2022 By: /s/ Liang Zhao
    Liang Zhao
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

 

EXHIBIT 32.1

 

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL

FINANCIAL OFFICER OF ZHANLING INTERNATIONAL LIMITED (FORMERLY KNOWN AS ODENZA CORP.)

 

In connection with the accompanying Quarterly Report on Form 10-Q of Zhanling International Ltd. (formerly known as Odenza Corp.) for the quarter ended June 30, 2022, the undersigned, Liang Zhao, President and Chief Executive Officer, Chief Financial Officer and Chairman of Board of Directors of Zhanling International Ltd. (formerly known as Odenza Corp.), 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 June 30, 2022 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 June 30, 2022 fairly presents, in all material respects, the financial condition and results of operations of Odenza Corp.

 

Date: August 12, 2022 By: /s/ Liang Zhao
    Liang Zhao
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

 



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