UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

ofDate ~~the~~of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): June 5, 2024

~~Date~~ZHANLING ofINTERNATIONAL ~~Report (date of earliest event reported): March 28, 2024~~LIMITED

~~Zhanling~~(Exact ~~International~~name ~~Limited~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-54301

88-0981710

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Nevada	000-54301	88-0981710
Unit 305-306, 3/F., New East Ocean CentreNo.9 Science Museum Road, Tsim Sha Tsui, Hong Kong	999077
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

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)

Registrant’s telephone number, including area code: (86) 18066819992

~~(852)~~Check ~~31117718~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-–2 of the Securities Exchange Act of 1934 (§ 240.12b-–2 of this chapter).

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. ☐

Securities registered ~~under~~pursuant to Section 12(gb) of the ~~Exchange~~ Act: ~~None~~

~~Securities registered~~Title ~~pursuant~~of toeach ~~Section~~class 12Trading Symbol(bs) Name of ~~the~~each ~~Act:~~exchange ~~None~~on which registered Common Stock ZLME OTC Pink Marketplace

~~Title~~Item 5.03 ofAmendments ~~each~~to ~~class~~Articles ~~Trading Symbol(s) Name~~ of ~~each~~Incorporation ~~exchange~~or onBylaws; ~~which~~Change ~~registered~~in ~~N/A~~Fiscal ~~ZLME N/A~~Year.

~~Item~~Effective June 5, 2024, the Board of Directors of Zhanling International Ltd (the “Company”) approved a resolution changing the Company’s fiscal year from December 31 to May 31 of each calendar year, effective as of the same date.01 ~~Changes~~As ina ~~Control~~result of ~~Registrant~~this change, the Company will file a Transition Report on Form 10-KT for the five-month period ending May 31, 2024, which is the period between the closing of the Company’s most recent fiscal year and the opening date of the Company’s newly selected fiscal year.

OnThe ~~March~~new ~~28,~~fiscal ~~2024,~~year ascommenced aJune ~~result of two private transactions~~1, ~~(i) 38,440 shares of Common Stock, $0~~2024.001 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.

~~Other~~Financial than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.Impact

~~Item~~The ~~5.02~~Company ~~Departure~~expects ofthe ~~Directors~~change orin ~~Certain~~fiscal ~~Officers;~~year ~~Election~~end ofto ~~Directors;~~have ~~Appointment~~no offinancial ~~Certain~~impact ~~Officers;~~on ~~Compensatory~~the ~~Arrangements~~2024 ~~of Certain~~quarterly ~~Officers~~and annual financial results.

OnForward-Looking 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.Statements

~~YongQing~~This ~~Liu~~press –release ~~Chief~~contains ~~Executive~~forward-looking ~~Officer~~statements, ~~President~~particularly as related to , ~~Director~~among other things, the business plans of the Company, statements relating to goals, plans and projects regarding the Company’s financial position and business strategy. The words or phrases “plans,” “would be,” “will allow,” “intends to,” “may result,” “are expected to,” “will continue,” “anticipates,” “expects,” “estimate,” “project,” “indicate,” “could,” “potentially,” “should,” “believe,” “think,” “considers” or similar expressions are intended to identify “forward-looking statements.” These forward-looking statements fall within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and are subject to the safe harbor created by these sections. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of local, regional, and global economic conditions, the performance of management and our employees, our ability to obtain financing, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date, and the Company specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

Mr. YongQing Liu, aged 39, graduated from JiangXi Dayu University in 2008, majoring in Numerical Control Technology.

Mr. YongQing Liu, has over 12 years experiences of business model training including trading, IT, supply chain, manufacturing, and retailing, among others. Mr. YongQing Liu has founded Chengdu Zhanling Technology Co., Ltd, operating out of China. Mr. YongQing Liu continues to serve as the President and Director and has been responsible for marketing, and encouraging business investments, while also providing leadership and strategic direction for the company.

ZhenSheng Li – Chief Financial Officer, Director

Mr. ZhenSheng Li, aged 45, graduated from Central Radio and Television University with a Bachelor’s degree in Accounting.

Mr. Li, was in the Electronic Technology and Biotech industry for over 20 years. After years of development, Mr. Li was the Chairman of Hebei Yirentang Biotechnology Co., Ltd from October 2013 to September 2019, focusing on the trading of Computer software and hardware and cosmetics. Mr. Li was the Chairman of Dachuang Space (Beijing) Management Consulting Co., Ltd from October 2019 to October 2023, focusing on corporate advisory and Technology Development and consulting services. Mr Li joined Chengdu Zhanling Technology Co., Ltd., and has served as Chairman since January 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	FORM OF STOCK PURCHASE AGREEMENT, dated March 28, 2024
99.2	DIRECTORS RESOLUTIONS, dated March 28, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

~~March~~Dated: 28June 5, 2024

~~Zhanling~~ZHANLING ~~International~~INTERNATIONAL ~~Limited~~LIMITED. By: /s/ YongQing Liu ByName: YongQing Liu Title: ~~CEO~~Chief Executive Officer, President and Chairman of the Board of Director

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