UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

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

~~ZHANLING~~Date ~~INTERNATIONAL~~of ~~LIMITED~~Report (date of earliest event reported): June 19, 2025

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

Nevada		000-54301		88-0981710
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

(Exact Name of Registrant as Specified in its Charter)

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

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

Unit 305-306, 3/F., New East Ocean Centre,

No.9 Science Museum Road,

Tsim Sha Tsui,Hong Kong

999077

(Address of principal executive offices)

(Zip Code)

~~Check~~(86) ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:~~18066819992

(Registrant’s telephone number, including area code)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

~~Item 5.03~~Title ~~Amendments~~of toeach ~~Articles~~class Trading Symbol(s) Name of ~~Incorporation~~each orexchange ~~Bylaws;~~on ~~Change~~which inregistered ~~Fiscal~~N/A ~~Year.~~ZLME N/A

~~Effective~~Item June 5, 2024, the Board of Directors of Zhanling International Ltd (the “Company”) approved a resolution changing the Company’s fiscal year from December 31 to May 31 of each calendar year, effective as of the same date8.01 As– aOther ~~result~~Events of this change, the Company will file a Transition Report on Form 10-KT for the five-month period ending May 31, 2024, which is the period between the closing of the Company’s most recent fiscal year and the opening date of the Company’s newly selected fiscal year.

On June 19, 2025, the board of directors of the Company approved the issuance of an aggregate of 3,298,500 shares of common stock of the Company, par value $0.001 per share, to the CEO to settle the outstanding balance of $32,985 due to the related party as of February 28, 2025. The share issuance price, $0.01 per share, was determined based on the recent market value of the Company’s common stock ~~new~~and ~~fiscal~~agreed ~~year~~by ~~commenced~~both ~~June~~parties 1for settlement purposes. The CEO agreed to release the Company from all claims held by him. The CEO further agreed and acknowledged that upon receipt of the common stock in connection with the Debt Conversion, ~~2024~~all of the existing obligations of the Company with respect to the amount due to him shall be deemed to be satisfied.

~~Financial~~On ~~Impact~~June 19, 2025, the board of directors of the Company approved the issuance of an aggregate of 69,300 shares of common stock of the Company, par value $0.001 per share, to the non-related party to settle the outstanding balance of $693 due to the non-related party as of February 28, 2025. The share issuance price, $0.01 per share, was determined based on the recent market value of the Company’s common stock and agreed by both parties for settlement purposes. The non-related party agreed to release the Company from all claims held by her.The non-related party further agreed and acknowledged that upon receipt of the common stock in connection with the Debt Conversion, all of the existing obligations of the Company with respect to the amount due to her shall be deemed to be satisfied.

~~The~~On June 19, 2025, the Company ~~expects~~issued the ~~change~~Conversion Shares to the creditors in ~~fiscal~~connection ~~year~~with ~~end~~the toDebt ~~have~~Conversion. noThe ~~financial~~issuance ~~impact~~of onthe Conversion Shares was exempt from registration pursuant to Section 3(a)(9) of under the ~~2024~~Securities ~~quarterly~~Act ~~and~~of ~~annual~~1933, ~~financial~~as ~~results~~amended. No commission or other remuneration was paid in connection with the Debt Conversion.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits.

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

99.1	DIRECTORS RESOLUTION, DATE ON JUNE 19, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~Dated:~~ June 5 20, ~~2024~~2025

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

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