ORGANIZATION AND BUSINESS BACKGROUND | NOTE 2 - ORGANIZATION AND BUSINESS BACKGROUND Zhanling International Ltd (formerly known as Odenza Corp.) (the “Company” or “we”) was incorporated in the State of Nevada on July 16, 2009 and the Company is a development-stage company which intended to acquire companies in large consumption platform in China. The Company’s sole purpose currently is to target and complete a merger or acquisition with a private entity. On May 4, 2021, Tan Sri Barry resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Tan Sri Barry has been the President, Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors since February 2013. On May 4, 2021, Mr. Leung Chi Ping (“Mr. Leung”), was appointed as the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. On May 4, 2021, Mr. Leung, Alexander Patrick Brazendale, Christopher David Brazendale, Adventure Air Race Investment Limited, Adventure Air Race Talents Limited, and William Alexander Cruickshank acquired control of 67,736 92.54 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 73,200 75,000,000 500,000,000 0.001 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 84,000,000 95.82 On December 3, 2021, Mr. Liang Zhao acquired control of 13,908 19 24,532 33.51 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 39 On April 10, 2023, as a result of three private transactions, (i) 13,908 0.001 14,640 0.001 24,532 0.001 72.51 53,080 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. |