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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 March 31, 2024

 

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: +8618066819992
Email: zhanlingint@outlook.com

(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 May 14, 2024, 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 MARCH 31, 2024

 

INDEX

 

    Page
Part I. Financial Information   4
         
  Item 1. Financial Statements   4
         
    Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023   4
         
    Condensed Statements of Operations (Unaudited) - Three months ended March 31, 2024 and 2023   5
         
    Condensed Statements of Stockholders’ Deficit (Unaudited) - Three months ended March 31, 2024 and 2023   6
         
    Condensed Statements of Cash Flows (Unaudited) - Three months ended March 31, 2024 and 2023   7
         
    Notes to Condensed Financial Statements (Unaudited) - Three months ended March 31, 2024 and 2023   8-11
         
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   12
         
  Item 3. Quantitative and Qualitative Disclosures About Market Risk   14
         
  Item 4. Controls and Procedures   14
         
Part II. Other Information   15
         
  Item 1. Legal Proceedings   15
         
  Item 1A. Risk Factors   15
         
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   15
         
  Item 3. Defaults Upon Senior Securities   15
         
  Item 4. Mine Safety Disclosures   15
         
  Item 5. Other Information   15
         
  Item 6. Exhibits   16
         
Signatures   17

 

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 MARCH 31, 2024 AND DECEMBER 31, 2023

(Expressed in U.S. Dollars)

 

  

March 31, 2024

-$-

  

December 31, 2023

-$-

 
   (Unaudited)   (Audited) 
ASSET          
Current asset          
Prepayments   915    2,039 
           
Total current assets   915    2,039 
           
TOTAL ASSET   915    2,039 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Other payables and accrued liabilities   3,342    9,674 
Total current liabilities   3,342    9,674 
           
Non-current liabilities          
Due to related parties   38,771    29,047 
TOTAL LIABILITIES   42,113    38,721 
           
STOCKHOLDERS’ DEFICIT          
Common stock          
Authorized:          
Common stocks, $0.001 par value, 500,000,000 shares authorized, 73,200 shares issued and outstanding   73    73 
Additional paid-in capital   342,992    342,992 
Accumulated deficit   (384,263)   (379,747)
           
TOTAL STOCKHOLDERS’ DEFICIT   (41,198)   (36,682)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   915    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 MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

 

  

2024

-$-

  

2023

-$-

 
  

Three months ended

March 31,

 
  

2024

-$-

  

2023

-$-

 
General and administrative   4,516    7,570 
Loss from Operation   (4,516)   (7,570)
Interest expenses   -    (321)
Net loss   (4,516)   (7,891)
Basic and diluted net loss per share   (0.06)   (0.11)
Weighted average number of shares outstanding   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 MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in U.S. Dollars)

 

Three months ended March 31, 2024

(Unaudited)

 

   Number   Amount   Capital   Deficit   Total 
   Common Stock  

Additional

Paid-in

   Accumulated     
   Number   Amount   Capital   Deficit   Total 
As of December 31, 2023   73,200   $73   $342,992   $(379,747)  $(36,682)
Net loss   -    -    -    (4,516)   (4,516)
As of March 31, 2024   73,200   $73   $342,992   $(384,263)  $(41,198)

 

Three months ended March 31, 2023

(Unaudited)

 

   Common Stock  

Additional

Paid-in

   Accumulated     
   Number   Amount   Capital   Deficit   Total 
As of December 31, 2022   73,200   $73   $306,319   $(350,464)  $(44,072)
Imputed interest expenses   -    -    321    -    321 
Net loss   -    -    -    (7,891)   (7,891)
As of March 31, 2023   73,200   $73   $306,640   $(358,355)  $(51,642)

 

See accompanying notes to the condensed financial statements.

 

6

 

 

ZHANLING INTERNATIONAL LIMITED

(FORMERLY KNOWN AS ODENZA CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

 

  

March 31, 2024

- $ -

  

March 31, 2023

- $ -

 
   Three Months Ended 
  

March 31, 2024

- $ -

  

March 31, 2023

- $ -

 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss   (4,516)   (7,891)
Imputed interest expense   -    321 
Net change in non-cash working capital balances          
Prepayments   1,124    (42)
Other payables and accrued liabilities   (6,332)   (1,146)
NET CASH USED IN OPERATION   (9,724)   (8,758)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related party   9,724    8,758 
NET CASH PROVIDED BY FINANCING ACTIVITIES   9,724    8,758 
           
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 MONTHS ENDED MARCH 31, 2024 AND 2023

(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 year ended December 31, 2023, 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 March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 

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. The agreement was terminated on 30 September, 2021. As of the date of this report, the closing of the AARC Equity Transfer has not occurred.

 

On December 3, 2021, Mr. Liang Zhao acquired control of 13,908 shares of the Company’s restricted common stock, representing approximately 19% 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.

 

8

 

 

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.

 

Effective February 17, 2022, the Board of Directors of Zhanling International Ltd (formerly known as Odenza Corp.) (the “Company”) approved a resolution changing the Company’s fiscal year from January 31 to December 31 of each calendar year, effective as of the same date.

 

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

 

As of June 22, 2022, 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. After June 22, 2022, Liang Zhao directly and indirectly hold 39% of the Company common shares.

 

On April 10, 2023, as a result of three private transactions, (i) 13,908 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Liang Zhao to NingNing Xu; and (ii) 24,532 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Xiangchen Li to NingNing Xu. As a result, the Purchaser became holders of approximately 52.514% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $38,440. The source of the cash consideration for the Shares was personal funds of the Purchaser.

 

On April 10, 2023, Mr.Liang Zhao resigned from President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. Mr.Xiangchen Li resigned from the Chief Marketing Officer of the Company.

 

On April 10, 2023, Ms.NingNing Xu was appointed as President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

 

On March 28, 2024, as a result of two private transactions, (i) 38,440 shares of Common Stock, $0.001 par value per share (the “Shares”) of Zhanling International Limited, a Nevada corporation (the “Company”), were transferred from NingNing Xu to YongQing Liu; (ii) the beneficial owner of Shanghai Capital Resources Ltd, a corporate shareholder of Zhanling International Limited which held 14,640 shares of Common Stock, $0.001 par value per share of the Company, was transferred from NingNing Xu to YongQing Liu. As a result, the Purchaser became a holder of approximately 72.51% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $53,080. The source of the cash consideration for the Shares was the personal funds of the Purchaser.

 

On March 28, 2024, the existing director and officer resigned immediately. Accordingly, NingNing Xu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Board of Directors. At the effective date of the transfer, YongQing Liu consented to act as the new Chief Executive Officer, President, and Chairman of the Board of Directors of the Company. On March 28, 2024, ZhenSheng Li was appointed as the Chief Financial Officer and Director of the Company.

 

9

 

 

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 three months ended March 31, 2024, the Company incurred a net loss of $4,516, and cash used in operating activities during the period was $9,724 and as of March 31, 2024, the Company’s current liabilities exceeded its current assets by $2,427, had a shareholder’s deficit of $41,198, and accumulated deficit of $384,263. 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, 2023 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.

 

10

 

 

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 amount due to a director is 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.

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.

 

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

 

As of March 31, 2024, the Company owed $38,771 to the Company’s former Chief Executive Officer Ms.Ningning Xu (resigned on March 28, 2024). During the three months ended March 31, 2024, Ms.Ningning Xu advanced $9,724 to the Company. The amounts are unsecured, are non-interest bearing, and are payable on demand.

 

NOTE 6 - PREPAYMENTS AND DEPOSITS

 

Prepayments and deposits consisted of the following:

   

   As of
March 31, 2024		   As of
December 31, 2023		 
Prepayments and deposits  $915   $2,039 

 

As of March 31, 2024 and December 31, 2023, the balance $915 and $2,039 were represented prepayment which mainly professional fee.

 

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 May 14, 2024, 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.

 

11

 

 

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, 2023 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 000-54301), as filed with the SEC on March 28, 2024. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

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 March 31, 2024, the Company suffered an accumulated deficit of $384,263, had a shareholder deficit of $384,263, and the Company’s current liabilities exceeded its current assets by $2,427. During the three months ended March 31, 2024, the Company incurred a net loss of $4,516, and cash used in operating activities during the period was $9,724. The continuation of the Company as a going concern through March 31, 2024 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.

 

12

 

 

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 March 31, 2024, 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 Months Ended March 31, 2024 and 2023

 

We recorded no revenue for the three months ended March 31, 2024 and 2023.

 

The result of operation expenses are primarily professional fees of $4,516 and $7,570 for the three months ended March 31, 2024 and 2023 respectively, reflecting a decrease of $3,054, or 40.34%. The expenses for the three months ended March 31, 2024 were primarily consisted of professional fees such as audit fee and edgar services fee. The operation expenses were relatively flat when compared to the prior year period.

 

Liquidity and Capital Resources

 

For the three months ended March 31, 2024 compared to three months ended March 31, 2023

 

As of March 31, 2024 and 2023, we had no cash on hand. Net cash used in operating activities for the three months ended March 31, 2024 was $9,274 as compared to net cash used in operating activities of $8,758 for the three months ended March 31, 2023. The increase in cash provided by operating activities was mainly due to operating expenses.

 

We had no cash used in investing activities for the three months ended March 31, 2024 and 2023.

 

Net cash provided by financing activities for the three months ended March 31, 2024 was $9,724 as compared to net cash provided by financing activities of $8,758 for the three months ended March 31, 2023. The net cash provided by financing activities for the three months ended March 31, 2024 was mainly the loan advanced from former director Ms.Ningning Xu who resigned on March 28, 2024.

 

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.

 

13

 

 

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 March 31, 2024. 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 March 31, 2024, 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 March 31, 2024, 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 March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

14

 

 

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.

 

15

 

 

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 March 28, 2024 (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 March 28, 2024.

 

** 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.

 

16

 

 

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: May 14, 2024 By: /s/ YongQing Liu
  Name: YongQing Liu
  Title: Chief Executive Officer, President and Chairman of the Board of Directors

 

17

 

EXHIBIT 31.1

 

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

 

I, YongQing Liu, 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: May 14, 2024 By: /s/ YongQing Liu
    YongQing Liu
    Chief Executive Officer, President and Chairman of the Board of Directors

 

 

 

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 March 31, 2024, the undersigned, YongQing Liu, President and Chief Executive 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 March 31, 2024 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 March 31, 2024 fairly presents, in all material respects, the financial condition and results of operations of Odenza Corp.

 

Date: May 14, 2024 By: /s/ YongQing Liu
    YongQing Liu
    Chief Executive Officer, President and Chairman of the Board of Directors

 

 

 

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Cover - shares
 3 Months Ended
Mar. 31, 2024
May 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-54301  
Entity Registrant Name ZHANLING INTERNATIONAL LIMITED  
Entity Central Index Key 0001489300  
Entity Tax Identification Number 88-0981710  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One Unit 305-306, 3/F., New East Ocean Centre,  
Entity Address, Address Line Two No.9 Science Museum Road  
Entity Address, City or Town Tsim Sha Tsui  
Entity Address, Country HK  
Entity Address, Postal Zip Code 999077  
City Area Code +861  
Local Phone Number 8066819992  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   73,200
v3.24.1.1.u2
Condensed Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current asset    
Prepayments $ 915 $ 2,039
Total current assets 915 2,039
TOTAL ASSET 915 2,039
Current liabilities    
Other payables and accrued liabilities 3,342 9,674
Total current liabilities 3,342 9,674
Non-current liabilities    
TOTAL LIABILITIES 42,113 38,721
STOCKHOLDERS’ DEFICIT    
Common stocks, $0.001 par value, 500,000,000 shares authorized, 73,200 shares issued and outstanding 73 73
Additional paid-in capital 342,992 342,992
Accumulated deficit (384,263) (379,747)
TOTAL STOCKHOLDERS’ DEFICIT (41,198) (36,682)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 915 2,039
Related Party [Member]    
Non-current liabilities    
Due to related parties $ 38,771 $ 29,047
v3.24.1.1.u2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
May 07, 2021
Statement of Financial Position [Abstract]      
Common stock, par value $ 0.001 $ 0.001  
Common stock, shares authorized 500,000,000 500,000,000  
Common stock, shares issued 73,200 73,200 73,200
Common stock, shares outstanding 73,200 73,200 73,200
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Condensed Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
General and administrative $ 4,516 $ 7,570
Loss from Operation (4,516) (7,570)
Interest expenses (321)
Net loss $ (4,516) $ (7,891)
Basic net loss per share $ (0.06) $ (0.11)
Diluted net loss per share $ (0.06) $ (0.11)
Weighted average number of shares outstanding, basic 73,200 73,200
Weighted average number of shares outstanding, diluted 73,200 73,200
v3.24.1.1.u2
Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance, value at Dec. 31, 2022 $ 73 $ 306,319 $ (350,464) $ (44,072)
Balance, shares at Dec. 31, 2022 73,200      
Net loss (7,891) (7,891)
Imputed interest expenses 321 321
Balance, value at Mar. 31, 2023 $ 73 306,640 (358,355) (51,642)
Balance, shares at Mar. 31, 2023 73,200      
Balance, value at Dec. 31, 2023 $ 73 342,992 (379,747) (36,682)
Balance, shares at Dec. 31, 2023 73,200      
Net loss (4,516) (4,516)
Balance, value at Mar. 31, 2024 $ 73 $ 342,992 $ (384,263) $ (41,198)
Balance, shares at Mar. 31, 2024 73,200      
v3.24.1.1.u2
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (4,516) $ (7,891)
Imputed interest expense 321
Net change in non-cash working capital balances    
Prepayments 1,124 (42)
Other payables and accrued liabilities (6,332) (1,146)
NET CASH USED IN OPERATION (9,724) (8,758)
CASH FLOWS FROM FINANCING ACTIVITIES    
Advances from related party 9,724 8,758
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,724 8,758
INCREASE IN CASH
CASH, BEGINNING
CASH, ENDING
Supplemental cash flow information:    
Interest paid
Income taxed paid
v3.24.1.1.u2
BASIS OF PRESENTATION
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION

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 December 31, 2023, 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 March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

 
v3.24.1.1.u2
ORGANIZATION AND BUSINESS BACKGROUND
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND BUSINESS BACKGROUND

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. The agreement was terminated on 30 September, 2021. As of the date of this report, the closing of the AARC Equity Transfer has not occurred.

 

On December 3, 2021, Mr. Liang Zhao acquired control of 13,908 shares of the Company’s restricted common stock, representing approximately 19% 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.

 

Effective February 17, 2022, the Board of Directors of Zhanling International Ltd (formerly known as Odenza Corp.) (the “Company”) approved a resolution changing the Company’s fiscal year from January 31 to December 31 of each calendar year, effective as of the same date.

 

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

 

As of June 22, 2022, 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. After June 22, 2022, Liang Zhao directly and indirectly hold 39% of the Company common shares.

 

On April 10, 2023, as a result of three private transactions, (i) 13,908 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Liang Zhao to NingNing Xu; and (ii) 24,532 shares of Common Stock, $0.001 par value per share (the “Shares”) were transferred from Xiangchen Li to NingNing Xu. As a result, the Purchaser became holders of approximately 52.514% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $38,440. The source of the cash consideration for the Shares was personal funds of the Purchaser.

 

On April 10, 2023, Mr.Liang Zhao resigned from President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. Mr.Xiangchen Li resigned from the Chief Marketing Officer of the Company.

 

On April 10, 2023, Ms.NingNing Xu was appointed as President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.

 

On March 28, 2024, as a result of two private transactions, (i) 38,440 shares of Common Stock, $0.001 par value per share (the “Shares”) of Zhanling International Limited, a Nevada corporation (the “Company”), were transferred from NingNing Xu to YongQing Liu; (ii) the beneficial owner of Shanghai Capital Resources Ltd, a corporate shareholder of Zhanling International Limited which held 14,640 shares of Common Stock, $0.001 par value per share of the Company, was transferred from NingNing Xu to YongQing Liu. As a result, the Purchaser became a holder of approximately 72.51% of the voting rights of the issued and outstanding share capital of the Company and became the controlling shareholder. The consideration paid for the Shares was $53,080. The source of the cash consideration for the Shares was the personal funds of the Purchaser.

 

On March 28, 2024, the existing director and officer resigned immediately. Accordingly, NingNing Xu, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Board of Directors. At the effective date of the transfer, YongQing Liu consented to act as the new Chief Executive Officer, President, and Chairman of the Board of Directors of the Company. On March 28, 2024, ZhenSheng Li was appointed as the Chief Financial Officer and Director of the Company.

 

 
v3.24.1.1.u2
GOING CONCERN
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

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 three months ended March 31, 2024, the Company incurred a net loss of $4,516, and cash used in operating activities during the period was $9,724 and as of March 31, 2024, the Company’s current liabilities exceeded its current assets by $2,427, had a shareholder’s deficit of $41,198, and accumulated deficit of $384,263. 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, 2023 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.

 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

 

 

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 amount due to a director is 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.

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.

 

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.

 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

 

As of March 31, 2024, the Company owed $38,771 to the Company’s former Chief Executive Officer Ms.Ningning Xu (resigned on March 28, 2024). During the three months ended March 31, 2024, Ms.Ningning Xu advanced $9,724 to the Company. The amounts are unsecured, are non-interest bearing, and are payable on demand.

 
v3.24.1.1.u2
PREPAYMENTS AND DEPOSITS
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
PREPAYMENTS AND DEPOSITS

NOTE 6 - PREPAYMENTS AND DEPOSITS

 

Prepayments and deposits consisted of the following:

   

   As of
March 31, 2024		   As of
December 31, 2023		 
Prepayments and deposits  $915   $2,039 

 

As of March 31, 2024 and December 31, 2023, the balance $915 and $2,039 were represented prepayment which mainly professional fee.

 
v3.24.1.1.u2
SUBSEQUENT EVENT
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENT

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 May 14, 2024, 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.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of presentation

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

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

 

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

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

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

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

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

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

Imputed Interest

 

The amount due to a director is unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

 
Recent Accounting Pronouncements

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.

 

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.

 

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.

 

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.
v3.24.1.1.u2
PREPAYMENTS AND DEPOSITS (Tables)
 3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
SCHEDULE OF PREPAYMENTS AND DEPOSITS

Prepayments and deposits consisted of the following:

   

   As of
March 31, 2024		   As of
December 31, 2023		 
Prepayments and deposits  $915   $2,039 
v3.24.1.1.u2
ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - USD ($)
Mar. 28, 2024
Apr. 10, 2023
Dec. 03, 2021
Jun. 17, 2021
May 07, 2021
May 04, 2021
Mar. 31, 2024
Dec. 31, 2023
Jun. 23, 2022
Jun. 22, 2022
May 06, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, outstanding shares percentage         92.54%            
Common stock shares outstanding         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            
Common stock shares issued         73,200   73,200 73,200      
Common stock shares outstanding         73,200   73,200 73,200      
Common stock, shares authorized             500,000,000 500,000,000      
Common stock, par value             $ 0.001 $ 0.001      
NingNing Xu [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquired voting rights   52.514%                  
YongQing Liu [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Acquired voting rights 72.51%                    
Shanghai Capital Resource Limited [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Ownership percentage                 39.00% 20.00%  
Board of Directors [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, shares authorized         500,000,000           75,000,000
Common stock, par value         $ 0.001            
Mr.Liang Zhao [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, acquisition     13,908                
Common stock, outstanding shares percentage     19.00%                
Common stock, par value   $ 0.001                  
Mr.Liang Zhao [Member] | Common Stock [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock issued   13,908                  
Mr.Xiangchen Li [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, acquisition     24,532                
Common stock, outstanding shares percentage     33.51%                
Common stock, par value   $ 0.001                  
Mr.Xiangchen Li [Member] | Common Stock [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock issued   24,532                  
NingNing Xu [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, par value $ 0.001                    
Cash consideration paid   $ 38,440                  
NingNing Xu [Member] | Common Stock [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock issued 38,440                    
NingNing Xu [Member] | Shanghai Capital Resource Limited [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, par value $ 0.001                    
NingNing Xu [Member] | Shanghai Capital Resource Limited [Member] | Common Stock [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock issued 14,640                    
YongQing Liu [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Cash consideration paid $ 53,080                    
Stock Purchase Agreements [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, acquisition           67,736          
Common stock, outstanding shares percentage           92.54%          
Share Exchange Agreement [Member] | Adventure Air Race Company Limited [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Number of shares issued       130,329,341              
Share Exchange Agreement [Member] | Odenza Corp [Member]                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Common stock, outstanding shares percentage       95.82%              
Common stock issued       84,000,000              
v3.24.1.1.u2
GOING CONCERN (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Net loss $ 4,516 $ 7,891    
Cash used in operating activities 9,724 8,758    
Stockholders' deficit 2,427      
Stockholders' deficit 41,198 $ 51,642 $ 36,682 $ 44,072
Accumulated deficit $ 384,263   $ 379,747  
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Income tax likelihood of settlement 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.
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Related Party Transaction [Line Items]    
Advances from related party $ 9,724 $ 8,758
NingNing Xu [Member]    
Related Party Transaction [Line Items]    
Due to related parties 38,771  
Advances from related party $ 9,724  
v3.24.1.1.u2
SCHEDULE OF PREPAYMENTS AND DEPOSITS (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepayments and deposits $ 915 $ 2,039
v3.24.1.1.u2
PREPAYMENTS AND DEPOSITS (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepayments $ 915 $ 2,039
Zhanling (PK) (USOTC:ZLME)
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