ZLME 10-K & 10-Q changes, risk factors and insider trading
Zhanling International Ltd · OTC · Metal Mining · CIK 1489300 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Impact of coronavirus outbreak”
Removed heading “The Company may be unable to obtain additional financing, if and when required, to complete a business combination or to fund the operations and growth of the business combination target, which could compel the Company to restructure a potential business combination transaction or to entirely abandon a particular business combination.”
Largest changes
“The Company may be unable to obtain additional financing, if and when required, to complete a business combination or to fund the operations and growth of the business combination target, which could compel the Company to restructure a potential business combination transaction or to entirely abandon a particular business combination.”see in full comparison
“In December 2019, a novel strain of coronavirus first emerged in China, which has and is continuing to spread throughout the world. …”see in full comparison
“In addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.”see in full comparison
“The Company has not yet identified any prospective target business. If we require funds for a particular business combination, because of the size of the business combination or otherwise, we will be required to seek additional financing, which may or may not be available a terms and conditions satisfactory to the Company, if at all. …”see in full comparison
see in full comparisonNingNingYongQingXu,Liu, the Company’s sole officer and sole director, is not requiredandtodoesdevotenot commit herhis full time to the Company’s affairs, whichwhichmay result in a conflict of interest in allocatingherhis time between the Company’s business and otherbusinesses.business activities. The Company does not intend to have any full-time employees prior to the consummation of a business combination. Management of the Company is engaged in other businessendeavorsendeavors, andNingNingMr.XuLiu is not obligated tocontributedevote any specific number ofherhours per week to the Company’s affairs.
Full comparison: every changed paragraph (9)
Impact
of coronavirus outbreak
In
December 2019, a novel strain of coronavirus first emerged in China, which has and is continuing to spread throughout the world. On January
30, 2020, the World Health Organization declared the outbreak of the COVID-19 disease a “Public Health Emergency of International
Concern.” On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19
outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that could
materially and adversely affect the economies and financial markets worldwide, and the operations and financial position of any potential
target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable
to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with
potential investors, if the target company’s personnel, vendors and service providers are unavailable to negotiate and consummate
a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn. The extent to which COVID-19 impacts our search
for business combinations will depend on future developments, which are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions
posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,
or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
In
addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing which may
be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all.
The
Company is dependent upon the continued services of management.management, particularly YongQing Liu, the Company’s sole officer and sole
director. To the extentextend that Ningning Xu’sMr.Liu’s services become unavailable, the
Company will be required to obtain other qualified personnel personnel,
and there can be no assurance that wethe Company will be able to recruit one or more
qualified persons upon acceptable terms.
The
Company’s sole officer and sole directors may allocate his time to other businessesbusiness activities, thereby causing conflicts of interest
as to how much
time to devote to the Company’s affairs. This could have a negative impact on the Company’s ability to consummate
a business
combination in a timely manner, if at all.
NingNingYongQing
Xu,Liu, the Company’s sole officer and sole director, is not required andto doesdevote not commit herhis full time to the Company’s affairs, which
which may result in a conflict of interest in allocating herhis time between the Company’s business and other businesses.business activities. The Company
does not intend to have any full-time employees prior to the consummation of a business combination. Management of the Company is engaged
in other business endeavorsendeavors, and NingNingMr. XuLiu is not obligated to contributedevote any specific number of her hours per week to the Company’s
affairs.
If
management’sMr.Liu’s other business affairs require him to devote more time to such affairs, it could limit his ability to devote time
to the
Company’s affairs and could have a negative impact on the Company’s ability to consummate a business combination.
Furthermore, we do not have an employment agreement with NingNing Xu.
The
Company may be unable to obtain additional financing, if and when required, to complete a business combination or to fund the operations
and growth of the business combination target, which could compel the Company to restructure a potential business combination transaction
or to entirely abandon a particular business combination.
The
Company has not yet identified any prospective target business. If we require funds for a particular business combination, because of
the size of the business combination or otherwise, we will be required to seek additional financing, which may or may not be available
a terms and conditions satisfactory to the Company, if at all. To the extent that additional financing proves to be unavailable when
and if needed to consummate a particular business combination, we would be compelled to restructure the transaction or abandon that particular
business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may
require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. The Company’s officer, director or
shareholders are not required to provide any financing to us in connection with or after a business combination.
Management's Discussion & Analysis (MD&A)
Largest changes
“On June 19, 2025, the Company issued an aggregate of 3,367,800 shares of its common stock to two creditors to fully settle outstanding debts totaling $33,678 as of February 28, 2025. Of these, 3,298,500 shares were issued to the Company’s Chief Executive Officer (a related party) in settlement of $32,985, and 69,300 shares were issued to a non-related party in settlement of $693. The shares were issued at $0.01 per share, based on recent market value and mutually agreed terms. Both creditors released the Company from all claims related to the settled obligations. …”see in full comparison
“In accordance with ASC Topic 855,”Subsequent Events,” the Company evaluated all events or transaction that occurred subsequent .to May 31,2026 through August 10,2026, the date the financial statements were issued, and determined that were no subsequent events requiring recognition or disclosure in the financial statements.”see in full comparison
The result of operation expenses are primarily professional fees ofsee in full comparison$39,857$38,486 and$30,865$39,857 for the fiscal years ended May 31, 2026 and 2025and 2024respectively, reflectinganaincreasedecrease of$8,992,$1,371 , or29%.3%. The expenses for the fiscal year ended May 31,20252026 were primarily consisted ofofprofessional fees such as audit fees and consulting fees. The increase in operation expenses was due to theincreasedecrease of service fee.
As reflected in the accompanying financial statements, for the fiscal year ended May 31,see in full comparison2025,2026, the Company recorded no revenue, incurred a net loss of$39,857$38,486 and cash used in operating activities of$ 35,933.$41,303. As of May 31,2025,2026, the Company had a working capital deficiency of$8,956,$6,139, a shareholders’ deficit of48,231,$53,039, and an accumulated deficit of$430,067.$468,553. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company’s ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock or obtain further loans from related parties as needed.
As of May 31,see in full comparison20252026 and2024,2025, we had no cash on hand. Net cash used in operating activities for the fiscal year ended May 31,20252026 was$35,933$41,303 as compared to net cash used in operating activities of$39,113$35,933 for the fiscal year ended May 31,2024.2025. Suchdeductionincrease was primarilydecreaseattributable to an increase in other payable and accrued liability, as the Company’s director provided the additional cash to meet the Company’s obligations as they become due.
Full comparison: every changed paragraph (6)
On
August 12,2025,ZhenSheng Li resigned from Company’s Chief Financial Officer,Officer and director, YongQing Liu was appointed as Chief Financial
Officer Officer
of the Company.
As
reflected in the accompanying financial statements, for the fiscal year ended May 31, 2025,2026, the Company recorded no revenue, incurred
a net loss of $39,857$38,486 and cash used in operating activities of $ 35,933.$41,303. As of May 31, 2025,2026, the Company had a working capital deficiency
of $8,956,$6,139, a shareholders’ deficit of 48,231,$53,039, and an accumulated deficit of $430,067.$468,553. These factors raise substantial doubt about
the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The
Company’s ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations
in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. Management has plans to seek additional capital through a private placement of its common stock or obtain further
loans from related parties as needed.
The
result of operation expenses are primarily professional fees of $39,857$38,486 and $30,865$39,857 for the fiscal years ended May 31, 2026 and 2025
and 2024 respectively, reflecting ana increasedecrease of $8,992,$1,371 , or 29%.3%. The expenses for the fiscal year ended May 31, 20252026 were primarily consisted of
of professional fees such as audit fees and consulting fees. The increase in operation expenses was due to the increasedecrease of service fee.
As
of May 31, 20252026 and 2024,2025, we had no cash on hand. Net cash used in operating activities for the fiscal year ended May 31, 20252026 was $35,933$41,303
as compared to net cash used in operating activities of $39,113$35,933 for the fiscal year ended May 31, 2024.2025. Such deduction increase
was primarily
decrease attributable to an increase in other payable and accrued liability,
as the Company’s director provided the additional cash to meet the Company’s
obligations as they become due.
In accordance with ASC Topic 855,”Subsequent Events,” the Company evaluated all events or transaction that occurred subsequent .to May 31,2026 through August 10,2026, the date the financial statements were issued, and determined that were no subsequent events requiring recognition or disclosure in the financial statements.
On
June 19, 2025, the Company issued an aggregate of 3,367,800 shares of its common stock to two creditors to fully settle outstanding debts
totaling $33,678 as of February 28, 2025. Of these, 3,298,500 shares were issued to the Company’s Chief Executive Officer (a related
party) in settlement of $32,985, and 69,300 shares were issued to a non-related party in settlement of $693. The shares were issued at
$0.01 per share, based on recent market value and mutually agreed terms. Both creditors released the Company from all claims related
to the settled obligations. The issuance was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
For thesee in full comparisonsixnine months endedNovemberFebruary30,28,20252026 compared tosixnine months endedNovemberFebruary30,28,20242025
The result of operation expenses are primarily professional fees ofsee in full comparison$19,179$26,866 and$16,566$24,161 for thesixnine months endedNovemberFebruary30,28, 2026 and 2025and2024respectively, reflecting an increase of$ 2,613$2,705 or15.8%.11%. The expenses for thesixnine months endedNovemberFebruary30,28,20252026 were primarilyconsistedattributable tooftheprofessionalOTCIDfeesDisclosuresuch&asNewsauditServicefeeApplicationandfee.,Flconwhileservicesotherfee. The operationoperating expenseswereremained relatively flatwhencompared to the prior year period.
As ofsee in full comparisonNovemberFebruary30,28,2025,2026, the Company suffered an accumulated deficit of$449,246,$456,933, had a stockholders’ deficit of$33,732.$41,419. During thethe sixnine months endedNovemberFebruary30,28,2025,2026, the Company incurred a net loss of$19,179$26,866 and cash used in operating activities during the periodperiodwas$33,243.$38,204. 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.
The result of operation expenses are primarily professional fees ofsee in full comparison$11,053$7,687 and$10,596$7,595 for the three months endedNovemberFebruary30,28, 2026 and 2025and2024respectively, reflecting an increase of$457,$92, or4.3%.1%. The expenses for the three months endedNovemberFebruary30,28,20252026 were primarily consistedconsistedof professional fees such asaudit fee and Falconedgar services fee. The operation expenses were relatively flat when compared to the prior year period.
Net cash provided by financing activities for thesee in full comparisonsixnine months endedNovemberFebruary30,28,20252026 was$33,243$38,204 as compared to net cash provided by financing activities of$27,039$30,336 for thesixnine months endedNovemberFebruary30,28,2024.2025. The net cash provided by financing activities for thesixnine months endedended NovemberFebruary30,28,20252026 was mainly the loan advanced from director Mr.YongQing Liu and non-related party Shao Xinli.
As ofsee in full comparisonNovemberFebruary30,28,20252026 and May 31, 2025, we had no cash on hand. Net cash used in operating activities for thesixnine months endedNovemberFebruary30,28,20252026 was$33,243$38,204 as compared to net cash used in operating activities of$27,039$30,336 for thesixnine months endedNovemberFebruary30,28,2024.2025. The increase in cash provided by operating activities was mainly due to operating expenses.
Full comparison: every changed paragraph (10)
As
of NovemberFebruary 30,28, 2025,2026, the Company suffered an accumulated deficit of $449,246,$456,933, had a stockholders’ deficit of $33,732.$41,419. During
the the
sixnine months ended NovemberFebruary 30,28, 2025,2026, the Company incurred a net loss of $19,179$26,866 and cash used in operating activities during the
period period
was $33,243.$38,204. 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.
The
Company planned to execute a multi-phase exploration program at inception of July 16, 2009. From inception to NovemberFebruary 30,28, 2025,2026, 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.
Three
and SixNine Months Ended NovemberFebruary 30,28, 20252026 and 20242025
We
recorded no revenue for the three and sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025.
The
result of operation expenses are primarily professional fees of $11,053$7,687 and $10,596$7,595 for the three months ended NovemberFebruary 30,28, 2026 and 2025 and
2024 respectively, reflecting an increase of $457,$92, or 4.3%.1%. The expenses for the three months ended NovemberFebruary 30,28, 20252026 were primarily consisted
consisted of professional fees such as audit fee and Falconedgar 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$26,866 and $16,566$24,161 for the sixnine months ended NovemberFebruary 30,28, 2026 and 2025 and
2024 respectively, reflecting an increase of $ 2,613$2,705 or 15.8%.11%. The expenses for the sixnine months ended NovemberFebruary 30,28, 20252026 were
primarily consistedattributable
to ofthe professionalOTCID feesDisclosure such& asNews auditService feeApplication andfee., Flconwhile servicesother fee. The operationoperating expenses wereremained relatively flat when
compared to the
prior year period.
For
the sixnine months ended NovemberFebruary 30,28, 20252026 compared to sixnine months ended NovemberFebruary 30,28, 20242025
As
of NovemberFebruary 30,28, 20252026 and May 31, 2025, we had no cash on hand. Net cash used in operating activities for the sixnine months ended NovemberFebruary
30,28, 20252026 was $33,243$38,204 as compared to net cash used in operating activities of $27,039$30,336 for the sixnine months ended NovemberFebruary 30,28, 2024.2025. The
increase in cash provided by operating activities was mainly due to operating expenses.
We
had no cash used in investing activities for the sixnine months ended NovemberFebruary 30,28, 20252026 and 2024.2025.
Net
cash provided by financing activities for the sixnine months ended NovemberFebruary 30,28, 20252026 was $33,243$38,204 as compared to net cash provided by financing
activities of $27,039$30,336 for the sixnine months ended NovemberFebruary 30,28, 2024.2025. The net cash provided by financing activities for the sixnine months
ended ended
NovemberFebruary 30,28, 20252026 was mainly the loan advanced from director Mr.YongQing Liu and non-related party Shao Xinli.
ZLME insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ZLME (13F)
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