Quarterly Report for Quarter Ending November 30, 2025 (Form 10-Q)

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, a Nevada corporation, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the May 31, 2025 audited financial statements and related notes included in the Company's most recent Transition Report on Form 10-K for the year ended May 31, 2025 (File No. 000-54301), as filed with the SEC on August 21, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements.

OVERVIEW

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.

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 November 30, 2025, the Company suffered an accumulated deficit of $449,246, had a stockholders' deficit of $33,732. During the six months ended November 30, 2025, the Company incurred a net loss of $19,179 and cash used in operating activities during the period was $33,243. 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. 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.

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.

PLAN OF OPERATION

Our principal offices were relocated on 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 November 30, 2025, 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 November 30, 2025 and 2024

We recorded no revenue for the three and six months ended November 30, 2025 and 2024.

The result of operation expenses are primarily professional fees of $11,053 and $10,596 for the three months ended November 30, 2025 and 2024 respectively, reflecting an increase of $457, or 4.3%. The expenses for the three months ended November 30, 2025 were primarily consisted of professional fees such as audit fee and Falcon services fee. The operation expenses were relatively flat when compared to the prior year period.

The result of operation expenses are primarily professional fees of $19,179 and $16,566 for the six months ended November 30, 2025 and 2024 respectively, reflecting an increase of $ 2,613 or 15.8%. The expenses for the six months ended November 30, 2025 were primarily consisted of professional fees such as audit fee and Flcon services fee. The operation expenses were relatively flat when compared to the prior year period.

Liquidity and Capital Resources

For the six months ended November 30, 2025 compared to six months ended November 30, 2024

As of November 30, 2025 and May 31, 2025, we had no cash on hand. Net cash used in operating activities for the six months ended November 30, 2025 was $33,243 as compared to net cash used in operating activities of $27,039 for the six months ended November 30, 2024. The increase in cash provided by operating activities was mainly due to operating expenses.

We had no cash used in investing activities for the six months ended November 30, 2025 and 2024.

Net cash provided by financing activities for the six months ended November 30, 2025 was $33,243 as compared to net cash provided by financing activities of $27,039 for the six months ended November 30, 2024. The net cash provided by financing activities for the six months ended November 30, 2025 was mainly the loan advanced from director Mr.YongQing Liu and non-related party Shao Xinli.

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.