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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended

 or

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

 For
the fiscal year ended December 31, 2023

 Commission
File Number: 000-54301

 (Exact
name of registrant issuer 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, including zip code)

 Tel:
 +8618628565646

 Registrant's
phone number, including area code

 Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None

 Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock, $ 0.001 par value

 If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant ' s
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (section 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

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company" and "emerging growth company"in Rule 12b-2 of the Exchange Act.

 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.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the Company's Common Stock held by non-affiliates computed by reference to the closing bid price of the
Company's Common Stock, as of the last business day of the registrant's most recently completed second fiscal quarter: $ 0

 Not
Applicable

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

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.

 Not
Applicable

 APPLICABLE
ONLY TO CORPORATE REGISTRANTS

the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 Class

 Outstanding
 at January 15, 2024

 Common
 Stock, $.001 par value

 FORM

 For
the Fiscal Year Ended December 31, 2023

 Page
 #

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 EXPLANATORY
NOTE

 As
used in this annual report, unless the context otherwise requires the terms "we," "us," or "our,"
"Zhanling" and the "Company,"are references to Zhanling International Limited., a Nevada corporation.

 Our
principal executive offices are located in China and our sole executive officer and director is a resident of and is physically located
in and has significant ties to China. We plan to conduct operations in China and to acquire Chinese companies as subsidiaries to carry
out our plan of operation, and as a result, the Chinese government may exercise significant oversight and discretion over the conduct
of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations
and/or the value of our ordinary shares. Recent statements by the Chinese government have indicated an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Any future action by the Chinese
government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value
of such securities to significantly decline or be worthless.

 Recently,
the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that we are directly subject to these regulatory actions
or statements, as we do not have a variable interest entity structure and our business does not involve the collection of user data,
implicate cybersecurity, or involve any other type of restricted industry. Because these statements and regulatory actions are new, however,
it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing
or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations
will have on our daily business operations or our ability to accept foreign investments and list on an U.S. exchange.

 Pursuant
to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable
to inspect an issuer's auditors for three consecutive years, the issuer's securities are prohibited to trade on a U.S. stock
exchange. The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in: (1) mainland China of the People's Republic of China because of
a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the
PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB's report identified the specific
registered public accounting firms which are subject to these determinations. On June 22, 2021, United States Senate has passed the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of "non-inspection years" from three
years to two years, and thus, would reduce the time before our securities may be prohibited from trading or delisted if the PCAOB determines
that it cannot inspect or investigate completely our auditor. A termination in the trading our of securities or any restriction on the
trading in our securities would be expected to have a negative impact on the Company as well as on the value of our securities. As of
the date of the report, Enrome LLP, our auditor, is not subject to the determinations as to inability to inspect or investigate registered
firms completely announced by the PCAOB on December 16, 2021. While the Company's auditor is based in the U.S. and is registered
with PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB is unable to inspect or investigate completely
the Company's auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could
cause trading in the Company's securities to be prohibited under the Holding Foreign Companies Accountable Act, and ultimately
result in a determination by a securities exchange to delist the Company's securities. See " Trading in our securities
may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completed
our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies
Accountable Act or the America COMPETES Act becomes law." on page 4.

 We
will structure our corporate organization as follows:

 1.

 Our
 equity structure will be a direct holding structure, that is, the parent will be ZLME, which is the entity listed in the U.S., which
 entity will form and control a Cayman Island and/or British Virgin Islands or Hong Kong company, which in turn will acquire and directly
 control PRC domestic operating entities. See "Item 1 Business - General Background of the Company" for additional details.

 2.

 Within
 our direct holding structure, we believe that the cross-border transfer of funds within our corporate group will be legal and compliant
 with the laws and regulations of the PRC.

 3.

 For
 ongoing cash needs of to-be acquired operations, funds can be raised by ZLME and directly transferred to our to-be formed Hong Kong
 entity, and then transferred to subordinate operating entities in the PRC. If the Company intends to distribute dividends, the Company
 will transfer the dividends to the Hong Kong entity in accordance with the laws and regulations of the PRC, and then the Hong Kong
 entity will transfer the dividends to ZLME, and the dividends will be distributed from ZLME to all shareholders respectively in proportion
 to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

 4.

 In
 the reporting period presented in this annual report, no cash and other asset transfers have occurred among the Company and any subsidiaries;
 and no dividends or distributions of a subsidiary has been made to the Company. For the foreseeable future, the Company intends to
 use the proceeds of financing, as well as earnings, for the acquisition of operating entities in the PRC. As a result, we do not
 expect to pay any cash dividends.

 5.

 Our
 to-be acquired PRC subsidiaries' ability to distribute dividends will be based upon their distributable earnings. Current PRC
 regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits,
 if any, determined in accordance with PRC accounting standards and regulations. In addition, any PRC subsidiaries will be required
 to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50%
 of each of their registered capitals.

 We
face various legal and operational risks and uncertainties relating to our subsidiaries' operations in China. Because substantially
all of our operations are conducted in China through our PRC subsidiaries, the Chinese government may intervene or influence the operation
of our PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business and may intervene in or
influence their operations at any time, or may exert more control over securities offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in operations of our PRC subsidiaries and/or the value of our common
stock. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be worthless.

 Please
see "Risk Factors" beginning on page 4 of this annual report for additional information.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather
are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect,"
"intend," "plan," "believe," "foresee," "estimate" and variations of these
words and similar expressions to identify forward-looking statements. These statements are not guaranteed of future performance and are
subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 The
 availability and adequacy of our cash flow to meet our requirements;

 Economic,
 competitive, demographic, business and other conditions in our local and regional markets;

 Changes
 or developments in laws, regulations or taxes in our industry;

 Actions
 taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial
 and other governmental authorities;

 Competition
 in our industry;

 The
 loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

 Changes
 in our business strategy, capital improvements or development plans;

 The
 availability of additional capital to support capital improvements and development; and

 Other
 risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 This
report should be read completely and with the understanding that actual future results may be materially different from what we expect.
The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration
of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change
in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events
or otherwise.

 Use
of Defined Terms

 Except
as otherwise indicated by the context, references in this Report to:

 "Common
 Stock" refers to the common stock, par value $.001, of the Company;

 "U.S.
 dollar," "$" and "US$" refer to the legal currency of the United States;

 "Securities
 Act" refers to the Securities Act of 1933, as amended; and

 "Exchange
 Act" refers to the Securities Exchange Act of 1934, as amended.

 PART
I

 ITEM
1. BUSINESS

 CORPORATE
HISTORY

 On
July 16, 2009, the Company was incorporated under the laws of the State of Nevada.

 William
O'Neill ("Mr. O'Neill") served as our Director, President and Chief Executive Officer, Secretary and Treasurer,
from July 16, 2009, until February 4, 2013. In November 2010, we issued 50,000 shares of Common Stock to Mr. O'Neill, purchase
price was par value or a total of $2,500. The cash received was used as working capital.

 On
February 4, 2013, Mr. O'Neill resigned from all positions with the Company, including but not limited to, that of President, Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company's operations, policies or practices.

 On
February 4, 2013, (i) Tan Sri Barry Goh Ming Choon ("Tan Sri Barry") was appointed as the Company's President, Chief
Executive Officer, Secretary and Chairman of the Board of Directors, (ii) Mr. C.K. Lee was appointed the Chief Financial Officer, Treasurer
and a Director of the Company, (iii) and Messieurs Michael Teh Kok Lee, Dato' John Looi Teh Sung, Dato' Danny Goh Meng Keong,
Law Boon Hee, Soo Kai Chee, and Gilbert Loke were appointed as Independent Directors of the Company.

 On
May 28, 2015, (i) Tan Sri Barry resigned from the positions with the Company, including that of President, Chief Executive Officer, Secretary
and Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations,
policies or practices, (ii) and Messieurs Michael Teh Kok Lee, Dato' John Looi Teh Sung, Dato' Danny Goh Meng Keong, Law
Boon Hee, Soo Kai Chee, and Gilbert Loke resigned from the position of director with 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.

 On
May 28, 2015, (i) Dato' Lim Kah Chuan was appointed as the Company's President, Chief Executive Officer, Secretary and Chairman
of the Board of Directors of the Company (the "Board"). As of same day, Tan Sri Barry was appointed as the Company's
Chief Operating Officer and will continue to serve the Company in his capacity as Chief Operating Officer.

 On
April 29, 2016, (i) Dato' Lim Kah Chuan resigned from the positions with the Company, including that of President, Chief Executive
Officer, Secretary and Chairman of the Board of Directors of the Company and (ii) Mr. C.K. Lee resigned from the positions with the Company,
including that of Chief Financial Officer, Treasurer and Director. The resignation was not the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or practices.

 On
April 29, 2016, Tan Sri Barry was appointed as the new Company's President, Chief Executive Officer, Treasurer, Secretary and Chairman
of the Board of Directors of the Company.

 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) the beneficial owner of Shanghai Capital Resources Ltd, a company 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 Liang Zhao to NingNing Xu; and (iii) 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 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 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.

 DESCRIPTION
OF BUSINESS

 Our
principal offices were relocated at 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 December 31, 2023, 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.

 CHANGE
IN FISCAL YEAR

 On
February 17, 2022, our Board of Directors approved a change in our fiscal year from January 31 to December 31, effective as at the same
date. Our results of operations, cash flows, and all transactions impacting shareholders' equity presented in this Annual Report
on Form 10-K are for the twelve months ended December 31, 2022("fiscal 2022), and the twelve months ended December 31, 2021("fiscal
2021"), unless otherwise noted.

 REVERSE
STOCK SPLIT

 Effective
on March 16, 2022, the Company has approved a reverse stock split of the Company's authorized and issued and outstanding shares
of common stock, par value $0.001 per share, at a ratio of 1-for-50 (the "Reverse Stock Split"). As of December 31, 2022
and immediately prior to the Reverse Stock Split, there were 3,660,000 shares of common stock issued and outstanding. As a result of
all shares amounts and related information have been retroactively restated to reflect the Reverse Stock Split, the Company has 73,200
shares of common stock issued and outstanding. The par value remains unchanged at $0.001 per share, which resulted in a reclassification
of capital from par value to additional paid-in capital in excess of par value. All common shares presented in the financial statements
have been retrospectively adjusted for the reverse stock split.

 ITEM
1A. RISK FACTORS

 Summary
of Risk Factors

 Investing
in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this report before making
an investment in our Ordinary Shares. Below please find a summary of the principal risks we face, organized under relevant headings.
These risks are discussed more fully in the section titled "Item 1A. Risk Factors" in this report.

 Risks
associated with doing business in China

 Trading
in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completed our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating
Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

 In
recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement
audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on
access to audit and other information, the Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020.
The HFCAA includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to
inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor's local jurisdiction.
The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer's auditor for three consecutive
years since 2021, the SEC shall prohibit its securities registered in the United States from being traded on any national securities
exchange or over-the-counter markets in the United States.

 On
March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements
of the HFCAA. The interim final rule applies to registrants that the SEC identifies as having filed an annual report with an audit report
issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate
completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCAA, the interim final rule requires
the submission of documentation to the SEC establishing that such a registrant is not owned or controlled by a government entity in that
foreign jurisdiction and also requires disclosure in a foreign issuer's annual report regarding the audit arrangements of, and
government influence on, such registrants. On May 13, 2021, the PCAOB issued proposed PCAOB Rule 6100, Board Determinations Under the
Holding Foreign Companies Accountable Act for public comment. The proposed rule provides a framework for making determinations as to
whether PCAOB is unable to inspect an audit firm in a foreign jurisdiction, including the timing, factors, bases, publication and revocation
or modification of such determinations, and such determinations will be made on a jurisdiction-wide basis in a consistent manner applicable
to all firms headquartered in the jurisdiction. In November 2021, the SEC approved PCAOB Rule 6100. On December 2, 2021, the SEC adopted
amendments to final rules implementing the disclosure and submission requirements of the HFCAA.

 On
June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act or AHFCAA, and on February 4, 2022,
the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic
Strength (COMPETES) Act of 2022, or the COMPETES Act. If either bill is enacted into law, it would amend the HFCAA and require the SEC
to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
or complete investigations for two consecutive years instead of three. As a result, our securities may be prohibited from trading on
Nasdaq or over-the-counter markets if our auditor is not inspected by the PCAOB for three consecutive years as specified in the HFCAA
or two years if the AHFCAA or the COMPETES Act becomes law, and would reduce the time before our securities may be prohibited from trading
or delisted.

 On
December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The
rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public
accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a
position taken by an authority in foreign jurisdictions.

 On
December 16, 2021, the PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the "PCAOB determinations")
relating to the PCAOB's inability to inspect or investigate completely registered public accounting firms headquartered in mainland
China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more
authorities in the PRC or Hong Kong.

 The
lack of access to the PCAOB inspection or investigation in China prevents the PCAOB from fully evaluating audits and quality control
procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The
inability of the PCAOB to conduct inspections or investigation of auditors in China makes it more difficult to evaluate the effectiveness
of these accounting firms' audit procedures or quality control procedures as compared to auditors outside of China that are subject
to the PCAOB inspections and investigation, which could cause existing and potential investors in our stock to lose confidence in our
audit procedures and reported financial information and the quality of our financial statements.

 Our
current auditor, Enrome LLP, an independent registered public accounting firm that is headquartered in the Singapore, is a firm
registered with the U.S. Public Company Accounting Oversight Board (the "PCAOB"), and is required by the laws of the
U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards.
Enrome LLP is subject to PCAOB inspections, and is not among the PCAOB-registered public accounting firms headquartered in the PRC
or Hong Kong that are subject to PCAOB's determination on December 16, 2021 of having been unable to inspect or investigate
completely.

 Notwithstanding
the foregoing, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any
regulatory change or step taken by PRC regulators that does not permit Enrome, LLP to provide audit documentations located in China or
Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to
the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors
that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections or investigations of audit work undertaken
in China that prevents the PCAOB from regularly evaluating our auditors' audits and their quality control procedures, could result
in a lack of assurance that our financial statements and disclosures are adequate and accurate.

 China's
political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little
advance notice, could have a material adverse effect on our business, financial condition and results of operations.

 Our
principal executive offices are located in China and our sole executive officer and director is a resident of and is physically located
in and has significant ties to China. Our business, financial condition, results of operations and prospects are subject, to a significant
extent, to economic, political and legal developments in China. For example, as a result of recent proposed changes in the cybersecurity
regulations in China that would require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list
on foreign exchanges, this may have the effect of further narrowing the list of potential businesses in China's consumer, technology
and mobility sectors that we intend to focus on for our business combination or the ability of the combined entity to list in the United
States.

 China's
economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant
growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand
for target services and products depends, in large part, on economic conditions in China. Any slowdown in China's economic growth
may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our
net revenues.

 Although
China's economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government
continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises
significant control over China's economic growth through allocating resources, controlling the incurrence and payment of foreign
currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Changes in any of these policies, laws and regulations may be quick with little advance notice and could adversely affect the economy
in China and could have a material adverse effect on our business and the value of our common stock.

 The
PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation
of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce
new measures that will have a negative effect on us, or more specifically, we cannot assure you that the PRC government will not initiate
possible governmental actions or scrutiny to us, which could substantially affect our operation and the value of our common stock may
depreciate quickly. China's social and political conditions may change and become unstable. Any sudden changes to China's
political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

 Any
failure or perceived failure by our PRC subsidiaries to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector
and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims
against us and could have an adverse effect on our business, financial condition and results of operations.

 The
PRC anti-monopoly enforcement agencies have strengthened enforcement under the PRC Anti-Monopoly Law in the recent years. On December
28, 2018, the SAMR issued the Notice on Anti-monopoly Enforcement Authorization, pursuant to which its province-level branches are authorized
to conduct anti-monopoly enforcement within their respective jurisdictions. On September 11, 2020, the Anti-Monopoly Commission of the
State Council issued Anti-monopoly Compliance Guideline for Operators, which requires operators to establish anti-monopoly compliance
management systems under the PRC Anti-Monopoly Law to manage anti-monopoly compliance risks. On February 7, 2021, the Anti-Monopoly Commission
of the State Council published Anti-Monopoly Guidelines for the Internet Platform Economy Sector that specified circumstances under which
an activity of an internet platform will be identified as monopolistic act as well as concentration filing procedures for business operators.
According to the PRC Anti-Monopoly Law, if a business operator carries out a concentration in violation of the law, the relevant authority
shall order the business operator to terminate the concentration, dispose of the shares or assets or transfer the business within a specified
time limit, or take other measures to restore the pre-concentration status, and impose a fine of up to RMB500,000. On March 12, 2021,
the SAMR published several administrative penalty cases in connection with concentration of business operators that violated PRC Anti-Monopoly
Law in the internet sector.

 On
October 23, 2021, the Standing Committee of the National People's Congress issued a discussion draft of the amended Anti-Monopoly
Law, which proposes to increase the fines for illegal concentration of business operators to "no more than ten percent of its last
year's sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competition;
or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition."
The draft also proposes for the relevant authority to investigate transaction where there is evidence that the concentration has or may
have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. On December
24, 2021, nine government agencies, including the NDRC, jointly issued the Opinions on Promoting the Healthy and Sustainable Development
of Platform Economy, which provides that, among others, monopolistic agreements, abuse of dominant market position and illegal concentration
of business operators in the field of platform economy will be strictly investigated and punished in accordance with the relevant laws.

 At
the present time, we have a relatively small scale supply chain platform operations based on our market share in our product markets
and other factors. We are not an operator with a dominant market position, and our operating activity cannot constitute an anti-monopoly
behavior that abuses our dominant market position. We have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with
competing business operators. As of the date of the prospectus, we have not received a notification from the anti-monopoly regulatory
authority requiring us to file the concentration of undertakings or received any related administrative penalties. We believe that we
are in compliance with the currently effective PRC anti-monopoly laws in all material aspects. Nevertheless, if the PRC regulatory authorities
identify any of our activities as monopolistic under the PRC Anti-Monopoly Law or the Anti-Monopoly Guidelines for the Internet Platform
Economy Sector, we may be subject to investigations and administrative penalties, and therefore materially and adversely affect our financial
conditions, operations and business prospects. If we are required to take any rectifying or remedial measures or are subject to any penalties,
our reputation and business operations may be materially and adversely affected.

 Recent
regulatory developments in China, including greater oversight and control by the CAC over data security, may subject us to additional
regulatory review, and any actions by the Chinese government to exert more oversight and control over foreign investment in China-based
issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless.

 On
December 28, 2021, the CAC, NDRC, and several other agencies jointly issued the final version of the Revised Measures for Cybersecurity
Review, or the Revised Cybersecurity Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Measures
for Cybersecurity Review. Under the Revised Cybersecurity Measures, an "online platform operator" in possession of personal
data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange.
The operators of critical information infrastructure purchasing network products and services, and the online platform operators (together
with the operators of critical information infrastructure, the "Operators") carrying out data processing activities that
affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than
one million users' personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to
be listed in a foreign country. Pursuant to the Revised Cybersecurity Measures, we don't believe we will be subject to the cybersecurity
review by the CAC, given that (i) our online platform business just start up, we possess personal information of a very small number
of users (less than 100 users) in our business operations as of the date of this report, significantly less than the one million user
threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review;
and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important
data by the authorities. We don't believe that we are an Operator within the meaning of the Revised Cybersecurity Measures, nor
do we control more than one million users' personal information, and as such, we should not be required to apply for a cybersecurity
review under the Revised Cybersecurity Measures.

 However,
there remains uncertainty as to how the Revised Cybersecurity Measures may be interpreted or implemented and whether the PRC regulatory
agencies, including the CAC, may adopt new rules and regulations related to the Revised Cybersecurity Measures. For example, there is
still no clear definition of "online platform operator". Whether the data processing activities carried out by traditional
enterprises (such as food, medicine, automobile and other production enterprises) are subject to such review and the scope of the review
remain to be further clarified by the regulatory authorities in the subsequent implementation process. If any new laws, regulations,
implementation measures or interpretation are adopted, we may need to take further actions and invest resources to comply with such new
rules and to minimize any potential negative effects on us. In addition, if the number of our online platform users increases to a level
close to one million, we would expect to prepare for the required cybersecurity review procedure and approval from the PRC government.

 Governmental
control of currency conversion may affect the value of your investment.

 The
PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only
be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability
of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign
currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval
from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where
RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated
in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current
account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency
demands, we may not be able to pay dividends in foreign currencies to our security-holders.

 Failure
to comply with the Individual Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or
trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

 Our
ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of the Implementation
Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented,
the "Individual Foreign Exchange Rules"). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make
a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate
registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines
or other liabilities.

 SAFE
promulgated the Notice on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through
Special Purpose Vehicles, or Notice 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch
in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.
In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes
material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
reduction, share transfer or exchange, merger or spin off).

 We
may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in
or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage
accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no
control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary
approval and registration procedures required by the Individual Foreign Exchange Rules.

 To
our knowledge, our beneficial owners, who are PRC residents, have not completed the Notice 37 registration. And we cannot guarantee that
all or any of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. Failure by any such shareholders
or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, limit our PRC subsidiaries'
ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.
In addition, the PRC resident shareholders who fail to complete Notice 37 registration may subject to fines less than RMB50,000.

 As
these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation has
been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border investments
and transactions, will be interpreted, amended and implemented by the relevant government authorities.

 It
is uncertain how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement
will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure
by any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions
on their operations, delay or restriction on repatriation of proceeds of our securities offerings into the PRC, restriction on remittance
of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial
condition.

 Under
the Enterprise Income Tax Law, we may be classified as a "Resident Enterprise" of China. Such classification will likely
result in unfavorable tax consequences to us and our non-PRC stockholders.

 China
passed an Enterprise Income Tax Law (the "EIT Law"), as most recently amended and effective on December 29, 2018, and the
related Implementation Regulations, as amended and effective on April 23 2019. Under the EIT Law, an enterprise established outside of
China with "de facto management bodies" within China is considered a "resident enterprise," meaning that it can
be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define
de facto management as "substantial and overall management and control over the production and operations, personnel, accounting,
and properties" of the enterprise.

 On
April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese
Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or
the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise
or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group
will be classified as a "non-domestically incorporated resident enterprise" if (i) its senior management in charge of daily
operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or
persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes are
kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident
enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate
of 10% when paying dividends to its non-PRC stockholders.

 Risks
related to our Operation

 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 has not identified a target business.

 The
Company's effort in identifying a prospective target business will not be limited to a particular industry and the Company may
ultimately acquire a business in any industry management deems appropriate. The Company currently has not selected any target business
on which to concentrate our search for a business combination. While the Company intends to focus on target businesses in the PRC, we
are not limited to PRC entities and may consummate a business combination with a target business outside of the PRC. Accordingly, there
is no basis for investors in the Company's common stock to evaluate the possible merits or risks of the target business or the
particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable company
or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may
be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level
of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes
many industries which experience rapid growth. In addition, although the Company's management will endeavor to evaluate the risks
inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant
risk factors.

 Future
acquisitions could prove difficult to integrate, disrupt our business, dilute stockholder value and strain our resources.

 In
the future, acquire additional businesses that we believe could complement or expand our business or increase our customer base. Whether
we realize the anticipated benefits from these acquisitions and related activities depends, in part, upon our ability to integrate the
operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management
team and other personnel of the acquired operations. Integrating the operations of acquired businesses successfully or otherwise realizing
any of the anticipated benefits of acquisitions, including anticipated cost savings and additional revenue opportunities, involves a
number of potential challenges. The failure to meet these integration challenges could seriously harm our financial condition and results
of operations. Realizing the benefits of acquisitions depends in part on the integration of operations and personnel. These integration
activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected costs, including:

 our
 inability to achieve the operating synergies anticipated in the acquisitions;

 diversion
 of management attention from ongoing business concerns to integration matters;

 difficulties
 in consolidating and rationalizing IT platforms and administrative infrastructures;

 difficulties
 in integrating personnel from different corporate cultures while maintaining focus on providing consistent, high quality customer
 service;

 possible
 cash flow interruption or loss of revenue as a result of change of ownership transitional matters; and

 inability
 to generate sufficient revenue to offset acquisition costs.

 Acquired
businesses may have liabilities or adverse operating issues that we fail to discover through due diligence prior to the acquisition,
including cyber and other security vulnerabilities. In particular, to the extent that prior owners of any acquired businesses or properties
failed to comply with or otherwise violated applicable laws or regulations or failed to fulfill their contractual obligations to the
U.S. Government or other customers, we, as the successor owner, may be financially responsible for these violations and failures and
may suffer reputational harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and
other intangible assets that are subject to potential impairment in the future that could harm our financial results. In addition, if
we finance acquisitions by issuing debt or equity securities, our existing stockholders may be diluted, which could affect the market
price of our stock. Acquisitions and/or the related equity financings could also impact our ability to utilize our NOL carryforwards.
As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions,
and we may incur costs in excess of what we anticipate. Acquisitions frequently involve benefits related to integration of operations.
The failure to successfully integrate the operations or to otherwise realize any of the anticipated benefits of the acquisition could
seriously harm our financial condition and results of operations. While we believe that we have established appropriate and adequate
procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful.

 We
also evaluate from time to time the potential disposition of assets or business that may no longer meet our growth, return and/or strategic
objectives. Divestitures have inherent risks, including the possibility that any anticipated sale will be delayed or will not occur,
the potential failure to realize the perceived strategic or financial merits of the divestment, difficulties in the separation of operations,
services, information technology, products and personnel, unexpected costs associated with such separation, diversion of management's
attention from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification
or other disputes. A failure to successfully complete a disposition or to otherwise realize any of the anticipated benefits of a disposition
could seriously harm our financial condition and results of operations.

 Probable
lack of business diversification.

 While
we may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability
to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future
performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities
operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify
our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only
a single entity, our lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all
of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination,
and result in our dependency upon the development or market acceptance of a single or limited number of products, processes, or services.

 Limited
ability to evaluate the target business' management.

 We
cannot assure you that our assessment of the target business' management will prove to be correct. In addition, we cannot assure
you that the future management will have the necessary skills, qualifications, or abilities to manage a public company intending to embark
on a program of business development. Furthermore, the future role of our director, if any, in the target business cannot presently be
stated with any certainty.

 While
it is possible that our director will remain associated in some capacity with the Company following a business combination, it is unlikely
that she will devote her full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director
will have significant experience or knowledge relating to the operations of the particular target business.

 Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge, or experience necessary to enhance the incumbent management.

 The
Company has a limited operating history and limited resources.

 The
Company's operations have been limited to seeking a potential business combination and has had no revenues from operations. Investors
will have no basis upon which to evaluate the Company's ability to achieve the Company's business objective, which is to
effect a merger, capital stock exchange and/or acquire an operating business. The Company will not generate any revenues until, at the
earliest, after the consummation of a business combination or acquiring an operating business.

 Since
the Company has not yet selected a target business with which to complete a business combination, the Company is unable to ascertain
the merits or risks associated with any particular business or even the broader target industry.

 Since
the Company has not yet identified a particular industry or prospective target business, there is no basis for investors to evaluate
the possible merits or risks of the target business which the Company may ultimately acquire. If the Company completes a business combination
with a financially unstable company or an entity in its development stage, the Company may be affected by numerous risks inherent in
the operations of those entities. Although the Company's management intends to evaluate the risks inherent in a particular industry
or target business, the Company cannot assure you that we will properly ascertain or assess all of the significant risk factors. There
can be no assurance that any prospective business combination will benefit shareholders or prove to be more favorable to shareholders
than any other investment that may be made by shareholders and investors.

 It
is likely that the Company's current sole officer and director will resign upon consummation of a business combination and the
Company will have only limited ability to evaluate the management of the target business.

 The
Company's ability to successfully effect a business combination will be dependent upon the efforts of the Company's management.
The future role of management in the target business cannot presently be ascertained. Although it is possible that our management may
remain associated with the target business following a business combination, it is likely that only the management of the target business
will remain in place. Although the Company intends to closely scrutinize the management of a target business in connection with evaluating
the desirability of effecting a business combination, the Company cannot assure you that the Company's assessment of management
will prove to be correct.

 Dependence
on key personnel

 The
Company is dependent upon the continued services of management. To the extent that Ningning Xu's services become unavailable, the
Company will be required to obtain other qualified personnel and there can be no assurance that we will be able to recruit one or more
qualified persons upon acceptable terms.

 The
Company's sole officer may allocate his time to other businesses 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.

 NingNing
Xu, the Company's sole officer and sole director, is not required and does not commit her full time to the Company's affairs,
which may result in a conflict of interest in allocating her time between the Company's business and other businesses. 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 endeavors and NingNing Xu is not obligated to contribute any specific number of her hours per week to the Company's
affairs.

 If
management'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.

 The
Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may
not be able to enter into or consummate an attractive business combination.

 The
Company expects to encounter intense competition from other entities having a business objective similar to the Company's, including
venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established
and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors
possess greater technical, human, and other resources than the Company does, and the Company's financial resources are limited
when contrasted with those of many of these competitors. While the Company believes that there are numerous potential target businesses
that we could acquire, the Company's ability to compete in acquiring certain sizable target businesses will be limited by the Company's
limited financial resources and the fact that the Company will use its common stock to acquire an operating business. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain target businesses.

 Financing
requirements to fund operations associated with reporting obligations under the Exchange Act.

 The
Company has no revenues and is dependent upon the willingness of the Company's management to fund the costs associated with the
reporting obligations under the Exchange Act, other administrative costs associated with the Company's corporate existence and
expenses related to the Company's business objective. The Company is not likely to generate any revenues until the consummation
of a business combination, at the earliest. The Company believes that we will have available sufficient financial resources available
from its management to continue to pay accounting and other professional fees and other miscellaneous expenses that may be required until
the Company commences business operations following a business combination.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
2. PROPERTIES

 Our
current business office is located at Unit 305-306, 3/F., New East Ocean Centre, 9 Science Museum Road, Tsim Sha Tsui, Hong Kong. Our
telephone number is +8618628565646

 No
rental expense was paid or payable for the office.

 ITEM
3. LEGAL PROCEEDINGS

 We
are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Since
May 25, 2011, our shares of Common Stock have been quoted on the OTC Bulletin Board and the OTCQB, under the ticker symbol "ODZA"
and later change to "ZLME". The following table shows the reported high and low closing bid prices per share for our Common
Stock based on information provided by the OTCQB. The over-the-counter market quotations set forth for our Common Stock reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 BID PRICE PER SHARE

 HIGH

 LOW

 Three Months Ended March 31, 2023

 $

 $

 Three Months Ended June 30, 2023

 $

 $

 Three Months Ended September 30, 2023

 $

 $

 Three Months Ended December 31, 2023

 $

 $

 HOLDERS

 As
of December 31, 2023, we had 73,200 shares of our Common Stock par value, $.001 issued and outstanding. There were 54 beneficial owners
of our Common Stock.

 TRANSFER
AGENT AND REGISTRAR

 The
transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone
number is +1 (212)828-843.

 PENNY
STOCK REGULATIONS

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.

 In
addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority ("FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors'
ability to buy and sell our stock.

 DIVIDEND
POLICY

 Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare
or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors
currently intends to retain all earnings for use in the business for the foreseeable future.

 SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 We
have not established any compensation plans under which equity securities are authorized for issuance.

 RECENT
SALES OF UNREGISTERED SECURITIES

 There
is no unregistered sales of equity securities.

 PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

 We
have not repurchased any shares of our Common Stock during the fiscal year ended December 31, 2023.

 ITEM
6. SELECTED FINANCIAL DATA

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 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.

 On
May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including but not limited to, that of President, Chief Executive
Officer, Treasurer, Secretary and Chairman of the Board of Directors. The resignation was not the result of any disagreement with the
Company on any matter relating to the Company's operations, policies or practices. Tan Sri Barry has been the President, Chief
Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors since February 2013.

 On
May 4, 2021, Mr. Leung Chi Ping ("Mr. Leung"), was appointed as the President, Chief Executive Officer, Chief Financial Officer
and Chairman of the Board of Directors of the Company.

 On
May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure
Air Race Talents Limited, and William Alexander Cruickshank acquired control of 67,736 shares of the Company's restricted Common
Stock, representing approximately 92.54% of the Company's total issued and outstanding Common Stock, from the certain sellers in
accordance with common stock purchase agreements (collectively, the "Stock Purchase Agreements"). The Stock Purchase Agreements
were negotiated in arm's length transactions.

 On
May 7, 2021, the Company received written consents in lieu of a meeting of Stockholders from holders of Common Stock voting securities
representing 92.54% of the total issued and outstanding voting power of the 73,200 shares of Common Stock of the Company (the "Majority
Stockholders") to authorize the Company's Board of Directors to approve an increase of authorized shares of Common Stock
from 75,000,000 to 500,000,000 (the "Increase"), par value $0.001 per share.

 On
May 7, 2021, the Board of Directors of the Company approved the Increase, subject to Stockholder approval. The Majority Stockholders
approved the Increase by written consent in lieu of a meeting on May 7, 2021.

 On
June 17, 2021 the Company entered into a binding letter of intent (the "LOI") for the purpose of doing a Share Exchange Agreement
("the Agreement") to acquire Adventure Air Race Company Limited ("AARC"), a Nevada corporation. The acquisition
is subject to (i) the consent of a majority ODZA's shareholders and to the consent of each of AARC's shareholders, and (ii)
the completion of a two-year audit of AARC. The Share Exchange Agreement will result in a change of control. The Share Exchange Agreement
contains, among other things, representations and warranties of the aforementioned Parties and covenants of the companies and the shareholders
of AARC. Among other terms, ODZA will own all of the equity of AARC, equaling 130,329,341 shares of AARC's stock, and representing
all of its issued and outstanding shares. The AARC shareholders (the "Shareholders") will own 84,000,000 newly issued shares
of common stock of ODZA (the Common Stock") representing approximately 95.82% of ODZA's outstanding shares of Common Stock.
As the result, AARC will hold no common shares of ODZA, as the wholly owned subsidiary of ODZA. As of the date of Transition form 10-KT,
AARC did not complete the two years' audit, ODZA and AARC terminated this agreement 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) the beneficial owner of Shanghai Capital Resources Ltd, a company 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 Liang Zhao to NingNing Xu; and (iii) 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 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 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.

 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.

 The
Company has incurred losses since inception resulting in an accumulated deficit of $379,747 at December 31, 2023, and further losses
are anticipated in the development of its business. 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.

 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 Annual Report on Form 10-K 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 AND ESTIMATES

 USE
OF ESTIMATES

 In
preparing these 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.

 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.

 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.

 RECENT
ACCOUNTING PRONOUNCEMENTS

 The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of
such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 RESULTS
OF OPERATIONS

 Fiscal
Year Ended December 31, 2023 and 2022

 We
recorded no revenue for the fiscal year ended December 31, 2023 and 2022. From the period of July 16, 2009 (inception) to December 31,
2023, we recorded no revenues.

 The
result of operation expenses are primarily professional fees of $28,919 and $39,733 for the fiscal year ended December 31, 2023 and
2022 respectively, reflecting an decrease of $10,814, or 27.22%. The expenses for the fiscal year ended December 31, 2023 were primarily
consisted of professional fees such as audit fees and consulting fees. The decrease in operation expenses was due to the decrease the
annual audit fee and consulting fee.

 Liquidity
and Capital Resources

 For
the fiscal year ended December 31, 2023 compared to fiscal year ended December 31, 2022

 As
of December 31, 2023 and 2022, we had no cash on hand. Net cash used in operating activities for the fiscal year ended December 31, 2023
was $37,805 as compared to net cash used in operating activities of $27,551 for the fiscal year ended December 31, 2022. Such addition
was due to decrease in the Company's net loss in current year and driven by operating liability, primarily decrease in other payable
and accrued liability, as the Company's director provided the additional cash to meet the Company's obligations as they become
due.

 We
had no cash used in investing activities for the year ended December 31, 2023 and 2022.

 Net
cash provided in financing activities for the year ended December 31, 2023 was $37,805 as compared to net cash provided by financing
activities of $27,551 for the year ended December 31, 2022. The net cash provided by financing activities for year ended December 31,
2023 were mainly the loan advanced from director for paid the company's operating expenses on behalf of the Company, such as audit
fee and consulting fee etc.

 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.

 Subsequent
Events

 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.

 OFF-BALANCE
SHEET ARRANGEMENTS

 As
of December 31, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to our stockholders.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by this item are located in PART IV of this Annual Report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On
4 August, 2023, we engaged Enrome LLP. as our independent registered public accounting firm. This was approved by the Company's
Board of Directors.

 ITEM
9A. CONTROLS AND PROCEDURES

 DISCLOSURE
CONTROLS AND PROCEDURES

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the company's principal executive and principal financial officers and effected by the company's Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America
and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being
 made only in accordance with authorizations of management and directors of the company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on
such evaluation, the Company's management concluded that, during the period covered by this Annual Report, internal controls and
procedures over financial reporting were not effective. This was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 IDENTIFIED
MATERIAL WEAKNESSES

 A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

 Management
identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31, 2023.

 1.

 We
 do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's
 view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's
 financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee and does not include
 a member that is considered to be independent of management to provide the necessary oversight over management's activities.

 2.

 We
 do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and financial
 reporting, the Company did not establish a formal process to close our books monthly and account for all transactions and thus failed
 to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.

 3.

 We
 did not implement appropriate information technology controls – As at December 31, 2023, the Company retains copies of
 all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's
 data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls.

 As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control
over financial reporting as of December 31, 2023 based on criteria established in Internal Control—Integrated Framework issued
by COSO.

 MANAGEMENT'S
REMEDIATION INITIATIVES

 In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:

 1.

 We
 plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical
 accounting expertise within the accounting function when funds are available to us. The accounting personnel is responsible for reviewing
 the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC
 filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

 2.

 We
 plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our
 books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

 3.

 We
 intend to add staff members to our management team for making sure that information required to be disclosed in our reports filed
 and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff members will
 have segregated responsibilities with regard to these responsibilities.

 We
anticipate that these initiatives will be at least partially, if not fully, implemented by the year end December 31, 2023.

 CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

 This
annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this Annual Report on Form 10-K.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
executive officer's and director's and their respective ages as of the date hereof are as follows:

 NAME

 AGE

 POSITION

 NingNing
 Xu

 President,
 Chief Executive Officer, Chief Financial Officer, Chairman of Board of Directors

 The
executive officer and director named above will serve until the next annual meeting of the stockholders or until their respective resignation
or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently
exists or is contemplated.

 Set
forth below is a brief description of the background and business experience of our executive officer and director.

 NingNing
Xu, aged 41, the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company.
Ms. NingNing Xu received her bachelor's degree from Minzu University of China in 2004, majoring in business administration. She
has over 15 years experiences of business management and financial investment analysis.

 TERM
OF OFFICE

 All
directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected
and qualified. The Company's Bylaws provide that the Board of Directors will consist of no less than three members. Officers are
elected by and serve at the discretion of the Board of Directors.

 DIRECTOR
INDEPENDENCE

 Our
Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market later). The
NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least
three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business
dealings with us. In addition, our Board of Directors has not made a subjective determination as to our director that no relationships
exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made
these determinations, our Board of Directors would have reviewed and discussed information provided by our director and us with regard
to our director's business and personal activities and relationships as they may relate to us and our management.

 CERTAIN
LEGAL PROCEEDINGS

 No
director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation
of his ability or integrity during the past five years.

 SIGNIFICANT
EMPLOYEES AND CONSULTANTS

 Other
than our officers and directors, we currently have no other significant employees.

 AUDIT
COMMITTEE AND CONFLICTS OF INTEREST

 Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by
such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit
committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors
have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers
have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 There
are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of
interest with any of our executive officers or directors.

 SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent
of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers,
directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.
Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by
these dates.

 All
of these filing requirements were satisfied by the Company's Officers, Directors, and ten-percent holders.

 In
making these statements, we have relied on the written representation of our Directors and Officers or copies of the reports that they
have filed with the Commission.

 CODE
OF ETHICS

 We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and
determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,
business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand
in the future, we may take actions to adopt a formal Code of Ethics.

 SHAREHOLDER
PROPOSALS

 Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum
criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such
nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations
for election or appointment.

 A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer
and all other executive officers (collectively, the "Named Executive Officers") in the fiscal year ended December 31, 2023
and 2022:

 SUMMARY
COMPENSATION TABLE

 Name
 and

 Principle

 Position

 Period

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-
 Equity

 Incentive
 Plan

 ($)

 Non-qualified

 Deferred

 Earnings

 ($)

 All
 Other

 ($)

 Total

 ($)

 NingNing Xu (1)

 For the fiscal year ended

 -

 -

 -

 -

 -

 -

 -

 -

 Liang Zhao (2)

 For the fiscal year ended

 -

 -

 -

 -

 -

 -

 -

 -

 Xiangchen Li (3)

 For the fiscal year ended

 -

 -

 -

 -

 -

 -

 -

 -

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

 (2)
Mr. Liang Zhao was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors
of the Company on December 3, 2021.

 (3)
Mr. Xiangchen Li was appointed as the Chief Marketing Officer of the Company on June 20, 2022.

 None
of our directors have received monetary compensation since our inception to the date of this Annual Report on Form 10-K. We currently
do not pay any compensation to our directors serving on our Board of Directors.

 STOCK
OPTION GRANTS

 We
have not granted any stock options to our executive officers since our incorporation.

 EMPLOYMENT
AGREEMENTS

 We
do not have an employment or consulting agreement with any officers or Directors.

 DIRECTORS'
COMPENSATION

 The
following table sets forth directors' compensation as of December 31, 2023 (Fiscal year 2022 and 2021: Nil)

 Name

 Salary

 ($)

 Bonus

 ($)

 Stock

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive
 Plan

 ($)

 Non-qualified

 Deferred

 Earnings

 ($)

 All
 Other

 ($)

 Total

 ($)

 NingNing Xu (1)

 -

 -

 -

 -

 -

 -

 -

 $
 -

 (1)

 NingNing
 Xu was appointed as director on April 10, 2023.

 COMPENSATION
DISCUSSION AND ANALYSIS

 DIRECTOR
COMPENSATION

 Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of
Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their
services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 EXECUTIVE
COMPENSATION PHILOSOPHY

 Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services
rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer's
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance
base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination
believes such grants would be in the best interests of the Company.

 INCENTIVE
BONUS

 The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the
Board of Directors believes such bonuses are in the Company's best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability
of such executives.

 LONG-TERM,
STOCK BASED COMPENSATION

 In
order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy we may award
our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table lists, as of December 31, 2023, the number of shares of Common Stock of our Company that are beneficially owned by (i)
each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer
and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common
Stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership"
concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of
a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment
power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.

 The
percentages below are calculated based on 73,200 shares Common Stock issued and outstanding as of December 31, 2023. We do not have any
outstanding warrant, options or other securities exercisable for or convertible into shares of our Common Stock.

 Title of Class

 Name and Address of Beneficial Owner

 Number of Shares

 Owned Beneficially

 Percent of Class

 Owned

 Common Stock:

 NingNing Xu, CEO, CFO, Secretary, Treasurer and Director Room 1611, Jing Shang Ya Yuan, No.7041, Bei Huan Da Dao, Futian District, Shenzhen, China (i)

 38,440

 52.514
 %

 (i) Liang Zhao was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors on April 10, 2023.

 Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon
exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership
of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition
rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect
the person's actual voting power at any particular date.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 None.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Below
is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to the fiscal years
ended December 31, 2023 and 2022.

 Audit fees

 $
 18,352

 $
 20,500

 Audit related fees

 -

 -

 Total

 $
 18,352

 $
 20,500

 The
category of "Audit fees" includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory
filings with the SEC, such as the issuance of comfort letters and consents.

 The
category of "Audit-related fees" includes employee benefit plan audits, internal control reviews and accounting consultation.

 All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years approved by our Board
of Directors.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
Exhibits

 The
following exhibits are filed or "furnished" herewith:

 3.1

 Articles of Incorporation (1)

 3.2

 Bylaws (1)

 3.3

 Changes in Control of Registrant dated April 10, 2023 (2)

 31.1

 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

 32.1

 Section 1350 Certification of principal executive officer*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
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 April 10, 2023.

 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.

 (Name
 of Registrant)

 Date:
 March 28, 2024

 By:

 /s/
 NingNing, Xu

 President,
 Chief Executive Officer and Chief Financial Officer

 (Principal
 Executive Officer and Principal Financial and Accounting Officer)

TO FINANCIAL STATEMENTS

 Page
 #

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5854)

 Balance Sheets as of December 31, 2023 and December 31, 2022

 Statements of Operations for fiscal year ended December 31, 2023 and December 31, 2022

 Statements of Stockholders' Deficit for the fiscal year ended December 31, 2023 and December 31, 2022

 Statements of Cash Flows for the fiscal year ended December 31, 2023 and December 31, 2022

 Notes to Financial Statements

 – F-10

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

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

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Zhanling International Ltd (formerly known as Odenza Corp.) (the Company) as of December
31, 2023, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December
31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and
its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of
America (U.S. GAAP).

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, during the year ended December 31, 2023, the Company incurred a net loss of $29,283, and as of
December 31, 2023 had a working capital deficiency of $36,682 and cash used in operating activities during the year was $37,805 and, as of that date, the Company had an accumulated deficit of $379,747.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
relation to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined
that there are no critical audit matters.

 We
have served as the Company's auditor since August 2023.

 /s/
 Enrome LLP

 Singapore

 March 28, 2024

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

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

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Zhanling International Ltd (formerly known as Odenza Corp.) (the Company) as of December
31, 2022 and 2021, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December
31, 2022 and the eleven-months ended December 31, 2021, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022 and 2021, and the results of its operations and its cash flows for year ended December 31, 2022 and the eleven-months ended
December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, during the year ended December 31, 2022, the Company incurred a net loss, and at December 31, 2022 had
a working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in relation to these matters are also described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined
that there are no critical audit matters.

 We
have served as the Company's auditor since February 2022.

 /s/
 TAAD LLP

 Diamond
Bar, California

 March
31, 2023

 F- 3

 BALANCE
SHEETS

 -$-

 -$-

 ASSET

 Current asset

 Prepayments

 2,039

 Total current assets

 2,039

 TOTAL ASSET

 2,039

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Other payables and accrued liabilities

 9,674

 17,394

 Due to related parties

 -

 27,551

 Total current liabilites

 9,674

 44,945

 Non-current liabilities

 Due to related parties

 29,047

 -

 TOTAL LIABILITIES

 38,721

 44,945

 STOCKHOLDERS' DEFICIT

 Common stock

 Authorized:

 Common stocks, $ 0.001
 par value, 500,000,000 shares authorized,
 73,200 shares issued and outstanding *

 Additional paid-in capital

 342,992

 306,319

 Accumulated Deficit

 ( 379,747
)

 ( 350,464
)

 TOTAL
 STOCKHOLDERS' DEFICIT

 ( 36,682
)

 ( 44,072
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 2,039

 *

 The
 Reverse Stock Split is retroactively recorded and presented the Company has 73,000 shares of common stock issued and outstanding
 as of the inception. See Note 6.

 See
accompanying notes to financial statements.

 F- 4

 STATEMENTS
OF OPERATIONS

 - $ -

 - $ -

 Revenue

 -

 -

 General and administrative

 28,919

 39,733

 Loss from Operation

 ( 28,919
)

 ( 39,733
)

 Interest expense

 ( 364
)

 ( 592
)

 Ne t
 loss

)

)

 Basic
 and diluted net loss per share

 ( 0.40
)

 ( 0.55
)

 Weighted
 average number of shares outstanding*

 *

 The
 Reverse Stock Split is retroactively recorded and presented the Company has 73,000 shares of common stock issued and outstanding
 as of the inception. See Note 6.

 See
accompanying notes to financial statements.

 F- 5

 STATEMENTS
OF STOCKHOLDERS' DEFICIT

 Number

 -$-

 -$-

 -$-

 -$-

 Common Stock

 Additional

 Paid-in Capital

 Accumulated

 Deficit

 Total

 Number

 -$-

 -$-

 -$-

 -$-

 As of December 31, 2021 *

 305,727

 ( 310,139
)

 ( 4,339
)

 Imputed interest

 -

 -

 -

 Net loss

 -

 -

 -

)

)

 As of December 31, 2022

 306,319

 ( 350,464
)

 ( 44,072
)

 Balance

 306,319

 ( 350,464
)

 ( 44,072
)

 Imputed interest

 -

 -

 -

 Capital contribution due to write-off of related party payable due to former CEO and CMO

 36,309

 36,309

 Net loss

 -

 -

 -

)

)

 As of December 31, 2023

 342,992

 ( 379,747
)

 ( 36,682
)

 Balance

 342,992

 ( 379,747
)

 ( 36,682
)

 *

 The Reverse Stock Split is retroactively recorded and presented the Company has 73,000 shares of common stock issued and outstanding as of the inception. See Note 6.

 See
accompanying notes to financial statements

 F- 6

 STATEMENTS
OF CASH FLOWS

 - $ -

 - $ -

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

)

)

 Imputed interest expense

 Net change in non-cash working capital balances

 Prepayments

 ( 1,166
)

 1,166

 Other payables and accrued liabilities

 ( 7,720
)

 11,016

 NET CASH USED IN OPERATION

 ( 37,805
)

 ( 27,551
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceed from related parties

 29,047

 27,551

 Capital contribution from former officer/principal shareholder

 8,758

 -

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 37,805

 27,551

 INCREASE IN CASH

 -

 -

 CASH, BEGINNING

 -

 -

 CASH, ENDING

 -

 -

 Supplemental cash flow information:

 Interest paid

 -

 -

 Income taxed paid

 -

 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Former CEO waive related party payable as a capital contribution

 27,915

 -

 See
accompanying notes to financial statements.

 F- 7

 NOTES
TO THE FINANCIALS STATEMENTS

 1.
 NATURE OPERATIONS

 The
Company was incorporated in the State of Nevada on July 16, 2009 and its year ended is December 31. The Company is a development stage
company and is currently seeking new business opportunities.

 Going
concern

 The
accompanying 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 financial statements, for the year
ended December 31, 2023, the Company incurred a net loss of $ 29,283, and at December 31, 2023, had a shareholder's deficit of $ 36,682,
working capital deficiency of $ 36,682 and cash used in operating activities during the year was $ 37,805. 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. These financial statements do not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

 The
Company has incurred losses since inception resulting in an accumulated deficit of $ 379,747 at December 31, 2023, and further losses
are anticipated in the development of its business. 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.

 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.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 These
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America ("US GAAP").

 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 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. Estimates used in preparing
these financial statements include the carrying value of the equipment, deferred income tax amounts, rates and timing of the reversal
of income tax differences.

 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.

 F- 8

 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
Company owed director and related parties some loans which are unsecured, interest-free with no fixed payment term, for working
capital purpose. Imputed interests were $ 364 for the year ended December 31, 2023.

 Recent
Accounting Pronouncements

 The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.

 3.
 RELATED PARTY TRANSACTIONS

 As
of December 31, 2023 and December 31, 2022, the Company owed $ 29,047
 and $ 0
 to Ms. NingNing Xu, the President, Chief Executive
Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company for funds advanced. The amounts are unsecured,
bear no interest and are payable on demand.

 As
of December 31, 2023 and December 31, 2022, the Company owed $ 0 and $ 27,179 to Mr. Liang Zhao, the former President, Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors of the Company for funds advanced. The amounts are unsecured, bear no
interest and are payable on demand. Mr. Liang Zhao, the former CEO, waive related party payable of $ 35,937 as a capital contribution during
the year 2023.

 As
of December 31, 2023 and December 31, 2022, the Company owed $ 0 and $ 372 to Mr. Xiangchen Li, the former Chief Marketing Officer of the
Company for funds advanced. The amounts are unsecured, bear no interest and are payable on demand. Mr. Xiangchen Li, the former CMO waive
related party payable of $ 372 as a capital contribution during the year 2023.

 F- 9

 4.
 PREPAYMENTS

 SCHEDULE
OF PREPAYMENTS AND DEPOSITS

 As of

 As of

 Prepayments

 $
 2,039

 $

 As
of December 31, 2023 and 2022, the balance $ 2,039 and $ 873 were represented prepayment which mainly professional fee.

 5.
 INCOME TAXES

 The
Tax Cuts and Jobs Act was enacted in the United States on December 22, 2017. The Act reduces the US federal corporate tax rate from 35 %
to 21 %, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred,
and creates new taxes on certain foreign sourced earnings. In December 2017, the SEC issued SAB 118, which directs taxpayers to consider
the impact of the U.S. legislation as "provisional" when it does not have the necessary information available, prepared or
analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law.

 As
of December 31, 2023, the Company does not recognize any provisional amount for the transition tax.

 We
re-measured certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which
is generally 21 %. However, we are still examining certain aspects of the Act and refining our calculations, which could potentially affect
the measurement of these balances or potentially give rise to new deferred tax amounts.

 As
of December 31, 2023, the Company has estimated tax loss carry forwards for tax purpose of approximately $ 379,747 These amounts may be
applied against future taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these
financial statements, as their realization has not been determined to be more likely than not to occur.

 The
actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's
loss before income taxes. The components of these differences are as follows:

 SCHEDULE
 OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 Loss before income tax:

 $
)

 $
)

 Statutory tax rate

 %

 %

 Income tax benefit computed at statutory income tax rate

 ( 6,149
)

 ( 8,468
)

 Change in valuation allowance

 6,149

 8,468

 Income tax provision

 $
 -

 $
 -

 Components of deferred tax assets:

 Non-capital tax loss carried forwards

 $
 79,748

 $
 73,599

 Less: valuation allowance

 ( 79,748
)

 ( 73,599
)

 Net deferred tax asset

 $
 -

 $
 -

 The
Company has not filed income tax returns since inception in the United States. Both taxing authorities prescribe penalties for failing
to file certain tax returns and supplemental disclosure. Upon filing there could be penalties and interest assessed. Such penalties vary
by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known
or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file
returns and other disclosures and for failing to file other supplemental information associated with foreign ownership, debt and equity
position. Inherent uncertainties arise over tax positions taken with respect to transfer pricing, related party transactions, tax credits,
tax based incentives and stock based transactions. Management has considered the likelihood and significance of possible penalties associated
with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not
be expected to be material.

 6.
 STOCKHOLDERS' DEFICIT

 Common
Stocks — The Company is authorized to issue 500,000,000 Common Stocks, with a par value of $ 0.001 per share. Effective on March 16, 2022, the Company has approved a reverse stock split
of the Company's authorized and issued and outstanding shares of common stock, par value $ 0.001 per share, at a ratio of 1-for-50
(the "Reverse Stock Split"). As a result of all shares amounts and related information have been retroactively restated to
reflect the Reverse Stock Split, the Company has 73,200 shares of common stock issued and outstanding. The par value remains unchanged
at $ 0.001 per share, which resulted in a reclassification of capital from par value to additional paid-in capital in excess of par value.
All common shares presented in the financial statements have been retrospectively adjusted for the reverse stock split.

 7.
 SUBSEQUENT EVENTS

 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.

 F- 10