Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-K

(Mark One)

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

For the fiscal year ended July 31, 2022

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

For the transition period from _____to _____

COMMISSION FILE NUMBER Commission File No. 333-184061

TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code +61-029672 1899

Securities registered underRegistered Pursuant to Section 12(b) of the Act:

Securities registered underRegistered Pursuant to Section 12(g) of the Act:

NONE.Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined byin Rule 405406 of the Securities Act. Yes ☐No ☒

Indicate 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☒ ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by SectionSections 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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). files.) Yes ☒ No ☐

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

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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. ☐ No

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒   No ☐ No ☒

StateAs of January 31. 2023 (the last business day of the most recently completed second fiscal quarter) the aggregate market value of the voting and non-voting common equitystock held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $722,8621,393,153 as of January 31, 2022, based on a price of $1.10, being the average bid and ask price of its common stock on that date..

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of October 24, 2022, the Registrant had20, 2023, there were 2,450,1485,903,481 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this annual reportThis Annual Report contains certain forward-looking statements regarding Tianci International, Inc., its business and financial prospects. All statements that address events or developments that we expect or anticipate will occur in the future are forward-looking statements. Such forward-lookingThese statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysisrepresent Management’s best estimate of Financial Condition and Results of Operations.” You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions,what will happen. Nevertheless, there are a number ofnumerous risks and uncertainties that could cause our actual results to differ materiallydramatically from such forward-looking statements.the results suggested in this Report, including the contingencies described in this Report under Item 1A titled "Risk Factors".

All referencesBecause these and other risks may cause the Company’s actual results to differ from those anticipated by Management, the reader should not place undue reliance on any forward-looking statements that appear in this Form 10-K to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.

Report.

PART I1

Item 1. Business

Corporate Overview

We are currently a “shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company. We were incorporated in the State of Nevada on June 13, 2012. Our current business office is located at 20 Holbeche Road, Arndell Park, NSW, Australia. Our telephone number is +61-02 9672 1899.

We were initially an exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring opportunities in the computer gaming and application industry.

We engaged in computer game development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off agreement. On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International, Inc." The name change was effected on November 27, 2016, in connection with the merger of us into our then subsidiary, Tianci International Inc.

Effective April 6, 2017, we effectuated a 1-for-40 reverse stock split (the “2017 Reverse Stock Split”) of our issued and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common stock. Common share amounts and per share amounts in these accompanying financial statements and notes have been retroactively adjusted to reflect this reverse stock split.Share Exchange

On August 3, 2017, we entered intoMarch 6, 2023 Tianci International, Inc. ("Tianci"), which had previously been a Stock Purchase Agreement (the “SPA”)shell corporation with Shifang Wan (the “Seller”no business operations, completed a share exchange with RQS Capital Limited (“RQS Capital”), the record holder of 4,397,837 common shares, or approximately 87.00%in which RQS Capital transferred all of the issued and outstanding capital stock of Common StockRQS United Group Limited (“RQS United”) to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its common stock and paid a cash price of $350,000 (the “Share Exchange”). 

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Ltd., a company organized under the laws of Hong Kong (“Roshing”). Shufang Gao and Ying Deng, who are officers and members of Tianci's Board of Directors are also officers and directors of Roshing. Ying Deng owns the 10% of Roshing that is not owned by RQS United.

The Share Exchange has been accounted for as a “reverse acquisition” effected as a recapitalization, wherein RQS United was considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized on Tianci’s financial statements.

The Business of Roshing

Roshing was incorporated on June 22, 2011 and is engaged in the sale of components of electronic devices, development of software and websites, technical consulting, and providing maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong, although we realize a substantial portion of our software development and related services revenue in Singapore.

To date, Roshing has carried on operations in five categories:

a. Electronic Device Hardware Components Product Sales

Roshing distributes hardware components to manufacturers of electronic devices. Roshing’s product line includes high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. Roshing markets off-the-shelf products, which it ships directly from the manufacturer to Roshing’s customer.

b. Software and Website Development Services

Roshing develops customized freight shipping and related logistic software and websites. The software helps wholesalers, ecommerce retailers, and freight forwarders to manage complex workflows and improve work efficiency by enabling shipping workflow management, sea shipping container management, ecommerce inventory and shipping management, and logistics data analysis.

c. Technical Consulting and Training Services

Roshing provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis.

d. Software Maintenance and Business Promotion Services

Roshing provides software maintenance service to keep customer’s software up to date. Roshing also assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months.

e. Business Consulting Services

Roshing assists business enterprises in preparing applications for immigration and Chuah Su Chennon-immigration visas. Roshing performs background checks and Chuah Su Mei (collectively,cash analysis, then assists the “Purchasers”,client in preparing the visa application(s). The Company charges a flat fee for these services.

Moving forward, by leveraging the professional experience and togethermarket resources of the senior management team, Roshing is expected to provide a wide variety of shipping & freight forward services, including sea freight forwarding, air freight forwarding, trucking, and warehousing.

Marketing

Roshing markets its hardware products directly to the electronic device industry and markets its software directly to wholesalers. In each case, the primary method of marketing is participation by our engineering staff in events such as expos, seminars and industry association meetings that are focused on our target markets. We present Roshing as a valuable assistant to the customer, with the Company and the Seller, the “Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares forgoal of developing a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.

Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital.long-term relationship with repeat orders. As a result of the Transaction, Silver Glory Group Limited holdsthis strategic focus, almost 96% of our sales during fiscal year 2022 were made to just five customers, and 52% of our sales during fiscal year 2023 were made to two customers.

Vendors

Roshing distributes electronic components manufactured by a controlling interest in the Companyvariety of vendors. There is no vendor that, were our relationship to terminate, we could not adequately replace promptly.

Roshing employs two software engineers and may unilaterally determine the electiona logistics project manager, who are together dedicated to fulfillment of the memberssoftware development contracts entered by Roshing. When the flow of software development contracts exceeds the production capacities of those three employees, Roshing subcontracts to third party developers that it has tested for competence.

The core software package that Roshing markets to wholesalers was designed under an Entrusted Custom Development Protocol signed by Roshing and Vendor A. The Protocol provides for Vendor A’s continued involvement in Roshing’s marketing of software, detailing the terms under which Roshing may engage Vendor A to develop specific applications of the Boardsoftware package for customers of Directors (the “Board”)Roshing.

Competition

Roshing competes in all of its market operations with a large number of competitors, big and small. Roshing competes based on the quality of its services and attention to the needs of its customers. Specifically, we focus on the following factors to capture customer preference:

Employees

Roshing has eight employees in addition to its directors: Shufang Gao and Ying Deng. Two employees are focused on marketing and administration; the remaining six are engineers or project managers. Roshing believes its relations with its employees are good.

Our Plan for the Future

Our plan is to rely on the following key factors to enable the growth of our business.

Our ability to increase our revenues and our profitability will depend on our ability to retain our existing customers as well as to continue to increase our customer base and revenue per customer. To achieve this, we strive to increase our marketing efforts and to enhance the quality and capabilities of our software solutions. Currently we have customers in Hong Kong and Singapore, and we expect to continue expanding our business to other substantive matters requiring approvalcountries of the Company’s stockholders.

Upon the closing of the Transaction, on August 26, 2021, the then current directors and officers of the Company resigned from his or her positions with the Company. The resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.Asia-Pacific region.

Concurrently with such resignation,

We believe that a core element of the following individuals were appointedcompetitiveness of our business is talent. To retain existing and attract potential customers, we will continue to serverely on our people and their knowledge and experience in the offices set forth nextindustry. We intend to his name untilacquire top talent to keep pace with the next annual meetinggrowth of stockholders of the Companyour target industries and until such director’s successor is electedcontinue to offer cutting-edge hardware and qualified or until such director’s earlier death, resignation or removal.software solutions.

None of the directors or executive officersTo enhance Roshing’s capabilities, we intend to pursue strategic acquisitions and make investments in select technologies and businesses, particularly in industries with which our senior management has experience. We believe that a direct family relationship with any of the Company’s directors or executive officers. Each officersolid acquisition and directorinvestment strategy will serve in his positions without compensation. The Company plansbe critical for us to enter into compensatory arrangements with its officersaccelerate our growth and directorsstrengthen our competitive position in the future.

Current Business

Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

As of the date of this Annual Report, we have not entered into any binding agreement with any party regarding acquisition opportunities for us. We hope to continue to engage in discussions with other operating businesses affiliated with our executive officers regarding potential acquisition opportunities. There is no assurance that any nonbinding term sheet will result into a definitive purchase transaction nor can we assure you that we will be able to successfully acquire such company or any company in the near future.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Additionally, we are in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Historical Activities

2014 Securities Sale

In January 2014, we were a party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (before the 2017 Reverse Stock Split) (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin"). Pursuant to the 2014 SPA, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic"). Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale. Following the Private Sale, a change in control occurred since Lin gained control of almost 52% of our outstanding common stock.

2015 Share Exchange

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares (before the 2017 Reverse Stock Split) of the Company and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (before the 2017 Reverse Stock Split) (subject to adjustment for fractionalized shares as set forth below) of our common to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the 2017 Reverse Stock Split) of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders of Malta Co. owned approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

Malta Co. was incorporated in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded and the associated IP and server technology.

Through Malta Co, we became an independent games development and technology company that specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed primarily for smartphones and tablets (supporting both Android and IOS), in late August of 2015.

On January 29, 2016, Lin resigned from his CEO and sole director positions with Tianci, and Mr. Joshua O’Cock became our CEO, CFO, Secretary and Director.

2016 Securities Sale and Spin-Off

On October 13, 2016, we entered into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta that was owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer received all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became the sole equity owner of Malta Co. and we had no further interest in Malta Co.

On October 13, 2016, shareholders who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split) of our common stock, representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed therein pursuant to which the purchasers acquired the 2016 Shares for an aggregate purchase price of $150,000.  In connection with the sale, a change in control occurred, and Mr. Joshua O’Cock, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all of his director and officer positions with us.

Simultaneously with the closing, Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of Tianci.

Effective November 7, 2016, we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.

On January 4, 2017, we issued 19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with the terms and conditions of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 per share for an aggregate purchase price of $98,104. The shares sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were used for working capital purposes.

2017 Securities Sale and Change in Control

On August 3, 2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to the Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of Common Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000. The acquisition consummated on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using her own personal funds. Upon consummation, the former sole executive officer and director of Tianci resigned from all of her positions with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow Yuen Kai were appointed to serve in the positions set forth next to their names below:

Chuah Su Chen and Chuah Su Mei are siblings.

Effective August 30, 2017, Jerry Ooi was appointed to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of Tianci. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019.

2021 Securities Sale and Change in Control

Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the Company’s stockholders.

Upon the closing of the Transaction, on August 26, 2021, the then current directors and officers of the Company resigned from his or her positions with the Company. The resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. Each of the foregoing former officers and directors also forgave all amounts due to them from the Company in connection with the closing of the Transaction.

Concurrently with such resignation, the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

None of the directors or executive officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors in the future.

Employees. As of the date of this Annual Report, we did not have any employees. We expect to hire employees after the acquisition of an operating business.

Item 1A.Risk Factors

Investing in our common stock involves risk. You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock. If any of the following risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.

I.RISKS RELATED TO OUR BUSINESS

We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.

We have a limited operating history and are subject to the risks inherent in a growing company, including, among other things, risks that we may not be able to hire sufficient qualified personnel and establish operating controls and procedures. As we build our own capabilities, we expect to encounter risks and uncertainties frequently experienced by growing companies in new and rapidly evolving fields, including the risks and uncertainties related to the evolving effects of the COVID-19 pandemic and those described herein. If we are unable to build our own capabilities, our operating and financial results could differ materially from our expectations, and our business could suffer.

We are currently dependent on a “smaller reportingsmall group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business will not be successful.

The revenue generated to date by our business has come from a small number of customers. During the year ended July 31, 2022, five customers were responsible for over 95% of our revenue. During the year ended July 31, 2023, two customers were responsible for over 52% of our revenue. In order for Tianci to be viable as a public company,” we must multiply our revenue many-fold. To accomplish that, we must dramatically expand our customer base. If we fail to multiply our customers, Tianci’s stock will have no significant value.

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals that we attract to our company. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization: technological as well as entrepreneurial. Competition for such qualified employees is intense. If we do not succeed in attracting competent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success depends largely on our ability to retain key consultants and advisors. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We do not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.

We do not maintain fire, theft, product liability or other insurance of any kind. We bear the economic risk with respect to loss of or damage or destruction to our property and to the interruption of our business, as well as liability to third parties for damage or destruction to them or their property that may be caused by our personnel or products. Such liability could be substantial and the occurrence of such loss or liability may have a material adverse effect on our business, financial condition and prospects.

II.RISKS RELATED TO DOING BUSINESS IN HONG KONG

All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, 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 common stock.

Tianci is a holding company and we conduct our operation through our operating subsidiary Roshing in Hong Kong. Our operations are primarily located in Hong Kong and a few of our clients are PRC corporations. At the present time, we are not materially affected by recent statements by the Chinese Government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation of Chinese law in Hong Kong. The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the Chinese government to which we are subject may change rapidly and with little advance notice to us or our shareholders. These laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with.

We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas 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 variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

China’s government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our common stock. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or way we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock.

We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong Kong. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.

We are a holding company incorporated in the United States, and we rely on dividends and other distributions on equity paid by our subsidiary in Hong Kong for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The PRC laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our common stock.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority of our clients reside.

Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us and our customers, service providers, and other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.

Tariffs could increase the cost of the goods and products which could affect customers’ investment decisions. In addition, political uncertainty surrounding international trade disputes and the potential of the escalation to a trade war could have a negative effect on customer confidence, which could materially and adversely affect our business. We may also have access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our customers. and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. However, based on recent political development, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China. Hong Kong’s preferential trade status was removed by the United States government and the United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business.

III.RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK

Even if a market for our common stock develops, the stock price is nevertheless likely to be volatile. You may have difficulty obtaining a price for your shares that you consider reasonable.

Although Tianci’s common stock is listed for trading on the OTC Pink Market maintained by OTC Markets, the market for the common stock is very thin, with only occasional trades at prices that increase or decrease significantly and suddenly. Therefore, if an investor wants to sell shares, there may be no buyer available, or the price offered may be less than the actual value of the shares. Unless and until significant daily volume occurs in the trading market for our shares, the price of the common stock will be affected by many factors that are beyond our control and may not be directly related to our operating performance. As a result of these factors, you cannot be assured that when you are ready to sell your shares, the market price will accurately reflect the value of your shares or that you will be able to obtain a reasonable price for your shares.

Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s business and management.

Shufang Gao, the Chief Executive Officer of Tianci, through his holding company owns securities with 68% of the voting power in Tianci. As a result, Mr. Gao will have the ability to:

Moreover, because of the significant ownership position held by Mr. Gao, new investors will not be able to effect a change in the Company’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.

In addition, Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock and up to 20,000,000 shares of undesignated preferred stock. Our Board of Directors has the authority to issue additional shares of common stock without consent of any of our stockholders. In addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and other rights of holders of the preferred stock. The Board, therefore, could use the Preferred Stock to give an investor group disproportionate voting rights or priority over the common stock in the allocation of benefits from the operations of Roshing, including preferential dividends. The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial by the common shareholders.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses, acquiring, or licensing additional brands, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations.

Because we will be subject to “penny stock” rules, the level of trading activity in our stock may be reduced.

Until we are able to secure a listing for our common stock on a national securities exchange, it is likely that our common stock will be classified as a “penny stock”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, 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, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

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 required by this Item.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. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

Item 1B. Unresolved Staff Comments

None.Not applicable.

Item 1B. Cybersecurity

Not applicable.

Item 2.Properties

We do not own any property. Our principalThe executive offices of Roshing are located in Hong Kong at 2/F No. 18, Area 2, So Kuwn Wat Village, Tuen Mun Hong Kong. Roshing leases the offices for a monthly rent of HKD 3,000 (@ U.S.$386). The lease terminates on January 12, 2025.

Roshing also utilized office space in Shenzhen, China located at 20 Holbeche Road, Arndell Park, NSW, Australia.Building 8, 26/F, Suite 2605A, Qianhai Zhuoyue Jinrong Center (Phase 1) Unit 2, Guiwan Area, Nanshan District, Shenzhen. Roshing used the space under a sublease that will terminate on August 31, 2024. The monthly rental (from $1,827 to $2,014) is paid by Shufang Gao and Ying Deng, members of Tianci’s Board of Directors and directors of Roshing, as a contribution to the capital of RQS Limited. The sublease was terminated on May 31, 2023.

Management believes the real property leased by Roshing will be adequate for its operations for the foreseeable future.

Item 3. Legal Proceedings

From timeNeither Tianci International nor any of its subsidiaries is party to time, we may be involved inmaterial pending legal proceedings, other than ordinary routine litigation relatingincidental to claims arising out of our operations in the normal course ofproduct distribution business. We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.

Item 4. Mine Safety DisclosuresDisclosures.

Not applicable.Applicable.

PART II

Item 5. Market forFor Registrant’s Common Equity, Related Stockholder Matters andAnd Issuer Purchases ofOf Equity SecuritiesSecurities.

(a) Market Information

Market Information

Our company'sThe Company’s common stock is quoted on the OTCQBOTC Pink Market under the symbol "CIIT". Our stock did not begin trading until March 15, 2013. There is currently no established public trading market for our common stock, and there can be no assurance that we will be able to establish or maintain such public trading market for our securities inThe quotations reported on the future, if ever.

The following table sets forth the quarterly high and low closing bidOTC Pink Market reflect inter-dealer prices for the common stock for the past two fiscal years. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commissioncommissions, and may not be reflective ofnecessarily represent actual transactions.

		High				Low
Quarter ended July 31, 2022		$	3.76			$	0.60
Quarter ended April 30, 2022		$	1.45			$	0.03
Quarter ended January 31, 2022		$	1.48			$	0.56
Quarter ended October 31, 2021		$	2.52			$	0.65
Quarter ended July 31, 2021		$	1.77			$	0.41
Quarter ended April 30, 2021		$	2.02			$	0.50
Quarter ended January 31, 2021		$	3.90			$	0.70
Quarter ended October 31, 2020		$	2.50			$	0.15

On October 23, 2022,The Company's common stock is thinly traded. The quoted bid and asked prices for the closing bid priceCommon Stock vary significantly from week to week. An investor holding shares of the common stock was $1.05.Company's Common Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

 

Holders(b) Shareholders

 

AsOur shareholders list contains the names of October 24, 2022, there were 88111 stockholders of record and an aggregate of 2,450,148 shares of our common stock were issued and outstanding. Our common shares are issued in registered form. The transfer agent of our company's common stock is Action Stock Transfer Corporation at 2469 E Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.the Company’s Common Stock.

 

Description of Securities(c) Dividends

 

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.0001 par value, and 20,000,000 shares of preferred stock, at $0.0001 par value.

Dividend Policy

We have not paid any cashAny future decisions regarding dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to timemade by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

The Company had no securities authorized for issuance under equity compensation plans as of July 31, 2023.

(e) Sale of Unregistered Securities

The Company did not make any sale of unregistered securities during the 4^th quarter of fiscal year 2023.

(f) Repurchase of Equity Securities

The Company did not repurchase any shares of its common stock during the 4^th quarter of fiscal year 2023.

 

 

 

10

 

 

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities

None.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2022.

Item 6. Selected Financial Data

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 7.

Item 7.

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

Overview

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timingOn March 3, 2023, Tianci acquired ownership of events could differ materially from those anticipated in these forward-looking statements asRQS United Group Limited, a result of a number of factors, including those set forthcompany organized under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statementslaws of the Republic of Seychelles (“RQS United”), pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and Business sections in this Form 10-K.  We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.RQS Capital Limited, the prior owner of RQS Limited.

 

Our audited financial statements are statedRQS United is a holding company incorporated in the Republic of Seychelles. RQS United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of the United States of America (the U.S. GAAP)

Overview

We are currently a “shell company” withhas no meaningful assets or operations other than our efforts to identifyholding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Ltd., a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and merge with an operating company. We were incorporatedis engaged in the Statesale of Nevadacomponents of electronic devices, development of software and websites, technical consulting, and providing maintenance support on June 13, 2012. Our currentcustomized software. Roshing started also providing immigration-related consulting services in the most recent quarter. Moving forward, by leveraging the professional experience and market resources of the senior management team, Roshing is expected to provide a wide variety of freight forward services, including sea freight forwarding, air freight forwarding, trucking, warehousing, and custom clearance services. Roshing’s business office is located at 20 Holbeche Road, Arndell Park NSW, Australia. Our telephone number is +61-02 9672 1899.primarily carried out in Hong Kong, although we realize a substantial portion of our software development revenue in Singapore.

 

Results of Operations

Comparison of the year ended July 31, 2023 and 2022

		For the year ended July 31,
		2023				2022				Change				Change Percentage
Revenues			452,409				752,839				(300,430	)			-40%
Cost of Revenues			456,494				478,521				(22,027	)			-5%
Gross (loss) income			(4,085	)			274,318				(278,403	)			-101%
Selling and marketing			54,169				4,912				49,257				1003%
General and administrative			285,740				77,590				208,150				268%
(Loss) income from operations			(343,994	)			191,816				(535,810	)			-279%
Provision for income taxes			12,095				31,650				(19,555	)			-62%
Net (loss) income			(356,089	)			160,166				(516,255	)			-322%
Less: net (loss) income attributable to non-controlling interest			(14,879	)			16,017				(30,896	)			-193%
Net (loss) income attributable to Tianci			(341,210	)			144,149				(485,359	)			-337%

Revenues

During the year ended July 31, 2023, our revenue decreased by $300,430, or approximately 40%, to $452,409 for the year ended July 31, 2023 from $752,839 for the year ended July 31, 2022. We were initially an exploration stage company under the nameexperienced decline in both product and service revenues in 2023 due to diminishing market demand and our reduction in marketing expenses. We expect our revenue to grow after we add freight forward services to our lines of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring opportunities in the computer gaming and application industry.business.

 

 

 

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We engaged in computer game development until October 13, 2016, when controlOur revenues from our revenue categories are summarized as follows:

		For the Year Ended July 31,
		2023				2022
Product Revenues		$	294,880			$	500,500
Service Revenues		$	157,529			$	252,339
		$	452,409			$	752,839

Cost of our company changed pursuant to a share purchase agreement and a spin-off agreement. On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International, Inc." The name change was effected on November 27, 2016, pursuant to Nevada Revised Statutes Section 92A.180 in connection with the merger of us into our then subsidiary, Tianci International Inc.Revenues

 

On August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”), the record holderTotal cost of 4,397,837 common shares,revenues decreased by $22,027, or approximately 87.00%5%, to $456,494 for the year ended July 31, 2023 as compared to $478,521 for the year ended July 31, 2022. Our cost of revenues from our revenue categories are summarized as follows:

		For the Year Ended July 31,
		2023				2022
Cost of Product		$	227,660			$	336,644
Cost of Service		$	228,834			$	141,877
		$	456,494			$	478,521

The year-to-year decrease in our cost of revenues is primarily attributable to the decrease in our revenue. Thus, our cost of revenues from hardware product sales decreased to $227,660 for the year ended July 31, 2023, from $336,644 for the year ended July 31, 2022, as we experienced a 41% decrease in hardware product sales.

Nevertheless, overall cost of revenue fell only 5%, while overall revenue fell by 40%. The disparity occurred because our cost of revenues from software related services increased by $86,957 to $228,834 for the year ended July 31, 2023, from $141,877 for the year ended July 31, 2022. The increase in cost of revenues from software related services resulted from our grant of common stock as an incentive to our internal software developers. We recorded the $144,000 fair value of the issued and outstandingshares as a cost of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with the Company and the Seller, the “Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.services.

 

Upon the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial Officer of the Company. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. Chuah Su Chen and Chuah Su Mei were appointed to serve in the positions set forth next to their names below:

NameGross Profit	Position
Chuah Su Chen	Director, Chief Financial Officer and Secretary
Chuah Su Mei	Director, Chief Executive Officer and President

Chuah Su Chen and Chuah Su Mei are sisters.

  

We arehad a gross loss of $4,085 for the year ended July 31, 2023 compared to a gross profit of $274,318 for the year July 31, 2022, which was primarily due to the reduction in active discussions with an operating business affiliated withrevenue without a corresponding reduction in our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.overall cost of revenues, as discussed above.

 

Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,” orThe gross profit margin of hardware products decrease by 9.9% to 22.8% for the “Company”), Chuah Su Mei, our Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant toyear ended July 31, 2023, from 32.7% for the year ended July 31, 2022, which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the Company’s stockholders.

Upon the closing of the Transaction, on August 26, 2021, each of Chuah Su Chen, Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of the Company, resigned from his or her positions with the Company. The resignations were notprimarily due to any dispute or disagreement withrising raw material cost and increasing market competition, which put downward pressure on our pricing. Our software related services resulted in a 45.3 % gross loss for the Company on any matter relatingyear ended July 31, 2023, again primarily due to the Company's operations, policies or practices. Each of the foregoing former officers and directors also forgave all amounts duestock-based compensation issued to them from the Company in connection with the closing of the Transaction.our developers.

  

 

 

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ConcurrentlyOperating Expenses

There was significant change in our total operating expenses, which were $339,909 and $82,502 for the year ended July 31, 2023, and 2022, respectively. Our operating expenses primarily include payroll expenses, advertising and rent. The increase was partially due to the stock compensation valued at $66,000 that we issued to the selling and general administrative personnel for their continued service after the reverse merger. The professional fees and other costs incurred in connection with such resignation, the following individualsShare Exchange in March 2023 also increased our operating expenses for fiscal year 2023.

Income tax expense

Our income tax expense amounted to $ 12,095 and $ 31,650 for the year ended July 31, 2023, and 2022, respectively. The change was mainly due to the decrease in profits subject to taxation in Hong Kong.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of July 31, 2023, our working capital deficit was $(284,543), our cash amounted to $256,342, our current assets were appointed$312,226 and our current liabilities were $596,768. To date, we have financed our operations primarily through capital contributions and advances from shareholders. At July 31, 2023 we owed $276,077 to serve in the offices set forth next to his name until the next annual meeting of stockholdersrelated parties (See Note 3 of the Companyinterim financial statement) and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Name	Office
Zhigang Pei	Chief Executive Officer, Chief Financial Officer, Secretary and Director
Shufang Gao	Director
David Wei Fang	Director
Jack Fan Liu	Independent director
Yee ManYung	Independent director
Jimmy Weiyu Zhu	Independent director

None of the directors or executive$240,800 to officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors in the future.

Limited Operating History; Need for Additional Capitalcompensation under their employment agreements.

  

We have had limited operationsbelieve our liquidity and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee weworking capital will be successful insufficient to sustain our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our businessoperation for the next 12twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

 

We are planning to enter the shipping & freight forwarding services in 2023, which may require significant capital expenditure for developing the business. If we determined that our cash requirements exceed the amount of cash and cash equivalents we have no assuranceon hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that futurewould restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, on acceptable terms, orif at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

Going Concern

Our financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of July 31, 2022, the Company had working capital deficiency of $222,887 and has incurred losses since its inception resulting in an accumulated deficit of $1,700,154. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

The ability to continue as a going concern is dependent uponfollowing summarizes the Company generating profitable operations inkey components of our cash flows for the future and/or to obtain the necessary financing to meet its obligationsyear ended July 31, 2023 and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.2022.

		For the year ended
		July 31,
		2023				2022
Net cash provided by (used in) operating activities		$	324,581			$	(84,161	)
Net cash used in investing activities			–				–
Net cash provided by (used in) financing activities			(89,476	)			85,148
Net change in cash and restricted cash		$	235,105			$	987

 

 

 

13

 

 

ResultsOperating activities

Despite our net loss of Operations$356,089, net cash was provided by operating activities for the year ended July 31, 2023 primarily because our accounts receivable decreased by $737,663 during the period, as we made efforts on the collection process. The decrease was offset by a decrease of $447,292 in our accounts payable balance attributable to payment to our vendors. In addition, our operating loss of $356,089 included $210,000 in various noncash items.

Net cash was used in operating activities for the year ended July 31, 2022 primarily because our accounts receivable increased by $737,620 during the year, as we offer long payment terms to our customers, typically 6 months after delivery of service or products. Nevertheless, cash used in operations during the fiscal year was only $84,161, as we increased our accounts payable balance by $444,944 attributable to long payment terms from our vendors, recorded net income of $160,166, and increased deferred income tax expense, inventory, and income taxes payable for a total amount of $ 48,349.

Investing activities

 

The following tables provide selected financial data about our company as of andhas no investing activities for the years ended July 31, 20222023 and 2021.2022.

 

Balance Sheet DataFinancing activities

 

		July 31,				July 31,
		2022				2021				Change
Cash		$	9,000			$	3,951			$	5,049
Total assets			22,250				17,951				4,299
Total liabilities			245,387				343,061				(97,674	)
Stockholders' deficit		$	(223,137	)		$	(325,110	)		$	101,973

Net cash used in financing activities for the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related party in the amount of $341,885. Cash outflow was offset by the $31,490 in working capital advance from related parties, $84,503 in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580, the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.

 

Summary Income Statement Data

		Year Ended
		July 31,
		2022				2021				Change
Net Revenue		$	–			$	–			$	–
Total Operating Expenses			247,743				63,003				184,740
Loss From Operations			247,743				63,003				184,740
Other Expenses			–				11,381				(11,381	)
Net Loss		$	247,743			$	74,384			$	173,359

Revenue. DuringNet cash provided by financing activities for the fiscal yearsyear ended July 31, 2022, and 2021, we did not generate any revenues.

Operating Expenses. Operating expenses were $247,743 and $63,003 for the years ended July 31, 2022 and 2021, respectively. Operating expenses mainly consisted of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily from an increase in professional fees and executive compensation.

Loss from Operations. For the years ended July 31, 2022, and 2021, we incurred a loss from operations of $247,743 and $63,003, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other Expenses. Other expenses for year ended July 31, 2021, consisted of $11,381 for an income tax penalty.

Net Loss. For the years ended July 31, 2022, and 2021, we incurred a net loss of $247,743 and $74,384, respectively. The increase in net loss was primarily attributable to a working capital advance from a related party amounting to $2,007, the increaseoperating expenses that are paid directly by shareholders amounting to $77,375, and the payments of Shenzhen China rent by related parities amounting to $20,046. Cash inflow was offset by repayment of a working capital advance to related party in the amount of $14,280.  

Impact of the COVID-19 Pandemic

The global outbreak of COVID-19 and resulting health crisis has caused, and continues to cause, significant and widespread disruptions to the Hong Kong and global economies, financial and consumer markets. We believe, however, that the COVID-19 outbreak has had very limited impact on our business.

During the course of the COVID-19 pandemic, public health officials and other governmental authorities have imposed and may impose new mitigation measures, regulations and requirements to address the spread of COVID-19. Public health officials and other governmental authorities also have imposed directives and may impose additional directives that could require changes in our operating expenses.

business practices. The scope and duration of these mitigation measures and directives continue to evolve throughout the course of the COVID-19 pandemic. Depending on the future course of COVID-19 and further outbreaks, we may experience restrictions and temporary closures of our offices.

 

 

 

14

 

 

LiquidityAlthough we have continued to serve our clients and Capital Resources

Working Capital

		July 31,				July 31,
		2022				2021				Change
Current Assets		$	22,250			$	17,951			$	4,299
Current Liabilities			245,387				343,061				(97,674	)
Working Capital (Deficiency)		$	(223,137	)		$	(325,110	)		$	101,973

Asoperate our business throughout the COVID-19 pandemic, there can be no assurance that future events will not have an effect on our business, results of July 31, 2022, we had working capital deficitoperations or financial condition because the extent and duration of $223,137 as comparedthe health crisis remains uncertain. Future adverse developments in connection with the COVID-19 crisis, including further outbreaks and new strains or variants of COVID-19, evolving international, federal, state and local restrictions and safety regulations in response to working capital deficitCOVID-19, changes in consumer behavior and health concerns, the pace of $325,110 aseconomic activity in the wake of July 31, 2021. The decreaseCOVID-19, or other similar issues could adversely affect our business, results of operations or financial condition in working capital deficit was mainly due to a decreasethe future, or our financial results and business performance in amounts due to related parties for the payment of operating expenses.

Cash Flows

		Year Ended
		July 31,
		2022				2021
Cash used in operating activities		$	(206,390	)		$	(74,248	)
Cash provided by investing activities			–				–
Cash provided by financing activities			211,439				74,231
Net change in cash and cash equivalents		$	5,049			$	(17	)

Cash Flow from Operating Activities

During the year ended July 31, 2022, net cash used in operating activities was $206,390, compared to $74,248 for the year ended July 31, 2021. The increase in net cash used in operating activities was mainly due to the increase in net loss offset by a decrease in accounts payable and accrued liabilities, prepaid expenses and an increase in prepaid management fees.

Cash Flow from Investing Activities

During the years ended July 31, 2022, and 2021, we had no cash flow from investing activities.

Cash Flow from Financing Activities

During the year ended July 31, 2022, net cash provided by financing activities was $211,439, compared to $74,231 for the year ended July 31, 2021. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties. 

15

Off-Balance Sheet Arrangementsfuture periods.

 

We do notcontinue to actively manage the impact of the COVID-19 crisis as we face continued uncertainty regarding the impact COVID-19 will have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changesoperations in financial condition, revenuesthe near and long term. The need for, or expenses, resultstiming of, operations, liquidity, capital expenditures, or capital resources thatany future actions in response to COVID-19 is material to investors.largely dependent on the mitigation of the spread of the virus along with the adoption and continued effectiveness of vaccines, status of government orders, directives and guidelines, recovery of the business environment, global supply chain conditions, economic conditions, and consumer demand for our products and services, all of which are highly uncertain.

 

Critical Accounting PoliciesEstimates

 

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)and accompanying notes requires us to make estimates and assumptionsjudgments that affect the reported amounts of assets, and liabilities, revenues and expenses, and related disclosuresdisclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities inthat are not readily apparent from other sources.

In connection with the preparation of our financial statements for the year ended July 31, 2023, there was no accounting estimate we made that was subject to a high degree of uncertainty and accompanying notes. was critical to our results.

Recently Issued Accounting Pronouncements

The SEC has defined a company’s criticalCompany considers the applicability and impact of all accounting policies as the onesstandards updates (“ASUs”). Management periodically reviews new accounting standards that are most important toissued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the portrayal of the company’s financial condition and resultsCompany’s consolidated balance sheets, statements of operations and which require the company to make its most difficultcomprehensive income and subjective judgments, often as a resultstatements of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.cash flows.

 

Item 7A.7a Quantitative andAnd Qualitative Disclosures About Market RiskRisk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.Not Applicable.

15

Item 8. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Page
F-1	Report of Independent Registered Public Accounting Firm
F-2	Consolidated Balance Sheets as of July 31, 2023 and 2022.
F-3	Consolidated Statements of Operations for the Years Ended July 31, 2023 and 2022.
F-4	Consolidated Statements of Changes in Stockholders’ (Deficiency) Equity for the Years Ended July 31, 2023 and 2022.
F-5	Consolidated Statements of Cash Flows for the Years Ended July 31, 2023 and 2022.
F-6 to F-20	Notes to Consolidated Financial Statements.

 

 

 

 

 

 

 

 

16

 

 

Item 8. Financial Statements and Supplementary Data

TIANCI INTERNATIONAL, INC.

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID 2851)	F-2
Balance Sheets as of July 31, 2022 and 2021	F-3
Statements of Operations for the years ended July 31, 2022 and 2021	F-4
Statement of Changes in Stockholders’ Deficit for the years ended July 31, 2022 and 2021	F-5
Statements of Cash Flows for the years ended July 31, 2022 and 2021	F-6
Notes to Financial Statements	F-7

F-1

Audit • Tax • Consulting • Financial AdvisoryRegistered with Public Company Accounting Oversight Board (PCAOB)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ShareholdersStockholders of

Tianci International, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Tianci International, Inc. (the “Company”) as of July 31, 2023 and July 31, 2022 and 2021, the related consolidated statements of operations, changes in stockholders’ deficit,equity, and cash flows for the years then ended, July 31, 2022 and 2021, and the related notes (collectively(collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company atTianci International, Inc. as of July 31, 20222023 and 2021,July 31, 2022, and the results of its operations and its cash flows for the years then ended July 31, 2022 and 2021, in conformity with the U.S.accounting principles generally accepted accounting principles.in the United States.

 

Explanatory Paragraph Regarding Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As describeddiscussed in Note 21 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs, whichCompany’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans within regard to these mattersdo this matter are also described in Note 2. The accompanying1. These 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 auditaudits 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

 

Critical audit matters are matters arising from the current-periodcurrent 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. We determined that there arewere no critical audit matters.

 

/s/ KCCW Accountancy Corp.

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

Freeport, New York

October 20, 2023

PCAOB ID #822

 

We have served as the Company’s auditor since 2017.

Diamond Bar, California

October 29, 2022 2023.

 

F-1

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)

		July 31,				July 31,
		2023				2022
ASSETS
Current assets:
Cash		$	256,342			$	21,237
Accounts receivable			–				737,663
Prepaid expense			1,750				–
Due from related party			54,134				–
Total current assets			312,226				758,900
Other assets:
Lease security deposit			1,542				1,439
Right-of-use asset			6,436				–
Total non-current assets			7,978				1,439
TOTAL ASSETS		$	320,204			$	760,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	779			$	444,944
Income taxes payable			26,298				14,202
Due to related parties			276,077				194,794
Lease liability - current			4,368				–
Advances from customers			29,070				–
Accrued liabilities and other payables			260,176				1,640
Total current liabilities			596,768				655,580
Lease liability - noncurrent			2,068				–
Total liabilities			598,836				655,580
Commitments and contingencies			–				–
Stockholders’ equity (deficit):
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 and 0 shares issued and outstanding as of July 31, 2023 and 2022, respectively			8				–
Undesignated preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding			–				–
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 and 1,500,000 shares issued and outstanding as of July 31, 2023 and 2022, respectively*			590				150
Subscription receivable			–				(50,000	)
Additional paid-in capital			4,982				82,732
Retained earnings (accumulated deficit)			(276,521	)			64,689
Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC.			(270,941	)			97,571
Non-controlling interest			(7,691	)			7,188
Total stockholders’ equity (deficit)			(278,632	)			104,759
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	320,204			$	760,339

*	Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023

The accompanying notes are an integral part of these consolidated financial statements.

F-2

 

 

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)

 

			July 31,				July 31,
			2022				2021
ASSETS
Current Assets
Cash			$	9,000			$	3,951
Prepaid expenses				1,750				14,000
Prepaid compensation				11,500				–
Total Current Assets				22,250				17,951
TOTAL ASSETS			$	22,250			$	17,951
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			$	50,499			$	9,896
Due to related parties				194,888				333,165
Total Current Liabilities				245,387				343,061
Total Liabilities				245,387				343,061
Commitments and Contingencies				–				–
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding				–				–
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,450,148 shares issued and outstanding				245				245
Additional paid-in capital				1,477,022				1,127,306
Accumulated deficit				(1,700,404	)			(1,452,661	)
Total Shareholders' Deficit				(223,137	)			(325,110	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT			$	22,250			$	17,951

		For the year ended July 31,
		2023				2022
OPERATING REVENUES
Products		$	294,880			$	500,500
Services			157,529				252,339
Total Operating Revenues			452,409				752,839
COST OF REVENUES
Products			227,660				336,644
Services (including stock-based compensation of $144,000, $0, $144,000 and $0)			228,834				141,877
Total Cost of Revenues			456,494				478,521
Gross profit (loss)			(4,085	)			274,318
Operating expenses:
Selling and marketing (including stock-based compensation of $36,000, $0, $36,000 and $0)			54,169				4,912
General and administrative (including stock-based compensation of $30,000, $0, $30,000 and $0)			285,740				77,590
Total operating expenses			339,909				82,502
(Loss) income from operations			(343,994	)			191,816
Other income (expense)			–				–
(Loss) income before provision for (benefit from) income taxes			(343,994	)			191,816
Provision for income taxes			12,095				31,650
Net (loss) income			(356,089	)			160,166
Net (loss) income attributable to non-controlling interest			14,879				16,017
Net (loss) income attributable to TIANCI INTERNATIONAL, INC.		$	(341,210	)		$	144,149
Weighted average number of common shares*
Basic and diluted			3,314,621				1,500,000
Earnings (loss) per common share attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted		$	(0.10	)		$	0.10
Weighted average number of preferred shares*
Basic and diluted			40,659				–
Earnings (loss) per preferred share attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted		$	(8.39	)		$	–

 

*	Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3

 

 

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONSCHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JULY 31, 2023 AND 2022

(EXPRESSED IN UNITED STATES DOLLARS)

 

		Year Ended
		July 31,
		2022				2021
Revenues		$	–			$	–
Operating Expenses
General administrative expenses			174,331				624
Professional fees			73,412				62,379
Total Operating Expenses			247,743				63,003
Loss from Operations			(247,743	)			(63,003	)
Other Income (Expense)
Other expenses			–				(11,381	)
Total Other Income (Expense)			–				(11,381	)
Loss before Income Taxes			(247,743	)			(74,384	)
Provision for income taxes			–				–
Net Loss		$	(247,743	)		$	(74,384	)
Basic and diluted loss per common share		$	(0.10	)		$	(0.03	)
Basic and diluted weighted average common shares outstanding			2,450,148				2,469,065

		Preferred Stock				Preferred Stock amount*				Common stock*				Common stock amount*				Subscription receivable*				Additional Paid-in Capital				(Accumulated Deficit) Retained Earnings				Noncontrolling interest				Total
Balance at July 31, 2021			–			$	–				1,500,000			$	150			$	(50,000	)		$	62,686			$	(79,460	)		$	(8,829	)		$	(75,453	)
Payments of Shenzhen China rent by related parties (Note 3)			–				–				–				–				–				20,046				–				–				20,046
Net income			–				–				–				–				–				–				144,149				16,017				160,166
Balance at July 31, 2022			–			$	–				1,500,000			$	150			$	(50,000	)		$	82,732			$	64,689			$	7,188			$	104,759
RQS United subscription receivable			–				–				–				–				50,000				–				–		��		–				50,000
Capital contribution			–				–				–				–								65,650				–				–				65,650
Payments of Shenzhen China rent by related parties (Note 3)			–				–				–				–				–				16,580				–				–				16,580
Stock compensation issued			–				–				700,000				70				–				209,930				–				–				210,000
Reverse merger adjustment			80,000				8				3,703,481				370				–				(369,910	)			–				–				(369,532	)
Net (loss)			–				–				–				–				–				–				(341,210	)			(14,879	)			(356,089	)
Balance at July 31, 2023			80,000			$	8				5,903,481			$	590			$	–			$	4,982			$	(276,521	)		$	(7,691	)		$	(278,632	)

 

*	Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGESCASH FLOWS

(EXPRESSED IN STOCKHOLDERS’ DEFICIT

FOR YEARS ENDED JULY 31, 2022 AND 2021UNITED STATES DOLLARS)

 

		Common Stock								Additional								Total
		Number of Shares				Amount				Paid-in Capital				Accumulated Deficit				Shareholders’ Deficit
Balance - July 31, 2020			4,751,718				475				1,127,076				(1,378,277	)			(250,726	)
Cancellation of common shares			(2,301,570	)			(230	)			230				–				–
Net loss for the year			–				–				–				(74,384	)			(74,384	)
Balance - July 31, 2021			2,450,148			$	245			$	1,127,306			$	(1,452,661	)		$	(325,110	)
Debt forgiveness by related parties			–				–				349,716				–				349,716
Net loss for the year			–				–				–				(247,743	)			(247,743	)
Balance - July 31, 2022			2,450,148			$	245			$	1,477,022			$	(1,700,404	)		$	(223,137	)

		For the year ended July 31,
		2023				2022
Cash flows from operating activities:
Net (loss) income		$	(356,089	)		$	160,166
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Deferred income tax benefit			–				17,447
Stock compensation issued			210,000				–
Change in operating assets and liabilities:
Accounts receivable			737,663				(737,620	)
Inventory							16,700
Prepaid expense			1,397				–
Advance from customers			29,070				–
Accounts payable			(447,292	)			444,944
Income taxes payable			12,096				14,202
Accrued liabilities and other payables			137,736				–
Net cash (used in) provided by operating activities			324,581				(84,161	)
Cash flows from financing activities:
Cash received in connection with reverse acquisition			4,186				–
Subscription receivable collected			50,000				–
Capital contribution received			65,650				–
Working capital advance from related party			31,490				2,007
Repayment of working capital advance from related party			(341,885	)			(14,280	)
Operating expenses directly paid by shareholders			84,503				77,375
Payments of Shenzhen China rent by related parties			16,580				20,046
Net cash (used in) provided by financing activities			(89,476	)			85,148
Net increase in cash			235,105				987
Cash, beginning			21,237				20,250
Cash, ending		$	256,342			$	21,237
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	–			$	–
Income taxes		$	–			$	–
Non-Cash Activities:
Initial recognition of right-of-use assets and lease liabilities		$	6,436			$	–
Noncash assets (liabilities) received in connection with reverse acquisition:
Prepaid expense and other current assets		$	3,250			$	–
Accounts payable			(3,127	)			–
Due to related parties			(253,041	)			–
Accrued liabilities and other payables			(120,800	)			–
Net		$	(373,718	)		$	–

 

The accompanying notes are an integral part of these consolidated financial statementsstatements.

F-5

 

TIANCI INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWSNotes To Consolidated Financial Statements

		Year Ended
		July 31,
		2022				2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(247,743	)		$	(74,384	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses			12,250				(2,000	)
Prepaid compensation			(11,500	)			–
Accounts payable and accrued liabilities			40,603				2,136
Net cash used in operating activities			(206,390	)			(74,248	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties			212,641				74,231
Repayment to related parties			(1,202	)			–
Net cash provided by financing activities			211,439				74,231
Net change in cash			5,049				(17	)
Cash - beginning of period			3,951				3,968
Cash - end of period		$	9,000			$	3,951
Supplemental Cash Flow Disclosures
Cash paid for interest		$	–			$	–
Cash paid for income taxes		$	–			$	–
Non-cash financing and investing activities
Cancellation of common shares		$	–			$	230
Debt forgiveness by related parties		$	349,716			$	–

The accompanying notes are an integral part of these financial statement

F-6

TIANCI INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

For the years ended July 31, 2023 and 2022

 

NOTE 1 -– ORGANIZATION AND DESCRIPTIONNATURE OF BUSINESS AND ORGANIZATION

 

Tianci International, Inc. (the “Company”, “Tianci”) was incorporated under the laws of the State of Nevada as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. As of the date of this report, theThe Company is a holding company and has not carried out substantive business operationscompany. As of its own.

July 31, 2023, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.

On February 13, 2023, the Company incorporated a wholly owned subsidiary Tianci Group Holding Limited in the Republic of Seychelles.

 

Change of controlReorganization

 

Effective August 6, 2021, Tianci International, Inc., Chuah Su Mei,On March 3, 2023 the Company’s former Chief Executive Officer, President and Director, and Silver Glory Group Limited,Company entered into a Stock PurchaseShare Exchange Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glorywith RQS United Group Limited all 1,793,000 shares(“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of common stockRQS United (the “Exchange Agreement”). RQS United owns 90% of the Company held by her (the “Shares”equity in Roshing International Co., Ltd. (“Roshing”) for cash consideration, which is engaged in the business of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18%distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Company. The saleExchange Agreement, the Company also issued a total of the Shares consummated on August 26, 2021. 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing.

As a result of the Transaction, Silver Glory Group Limited holdsShare Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholder. The share exchange transaction was treated as a controlling interestreverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of RQS United and its consolidated subsidiary, Roshing.

RQS United is a holding company incorporated on November 4, 2022 in the Company.Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong and is principally engaged in sales of electronic device hardware components, development of software and websites, technical consulting, and maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong and China.

 

UponPrior to the closingShare Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the Transaction, on August 26, 2021, each of Chuah Su Chen, Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers oftransactions under the Exchange Agreement, the Company resigned from his or her positions withceased to be a shell company.

Going Concern Uncertainty

The accompanying consolidated Financial Statements have been prepared applicable to a going concern which contemplates the Company. Eachrealization of assets and liquidation of liabilities in the foregoing former officers and directors also forgave all amounts due to them from the Company in connection with the closingnormal course of the Transaction.

Concurrently with such resignation, Zhigang Pei was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and Director and two directors and three independent directors were also appointed to serve until the next annual meeting of stockholders of the Company.

NOTE 2 - GOING CONCERN MATTERS

business. As of July 31, 2023, the Company had cash of $256,342 and negative working capital of $284,542. For the years ended July 31, 2023 and 2022, the Company had $9,000 in cash held in trust. The Company had incurred a net losstotal operating revenues of $247,743452,409 and $752,839, respectively, and net income (loss) of $(356,089) for the year ended July 31, 2022.

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report.$160,166, respectively. These mattersfactors among others raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern for a reasonable period of time. Management plans to seek debt and/or equity financing to operate until such time as the Company has established sufficient ongoing revenues to cover its costs. However, there is dependent uponno assurance that management will be successful in accomplishing its ability to raise additional capital and continue profitable operations. The accompanyingplans. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might result frombe necessary should the outcome of this uncertainty.Company be unable to continue as a going concern.

 

 

F-7F-6

 

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

 

NOTE 3 -2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The annualaccompanying consolidated financial information referred to above hasstatements have been prepared and presented in conformity with accounting principles generally accepted in the United States of America applicable to annual financial information and with the instructions to Form 10-K and regulation of the Securities and Exchange Commission (“SEC”). The annual financial information has been prepared on a basis consistent with prior periods and years and includes all disclosures that are necessary and required by applicable laws and regulations.

The accompanying financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (the (“U.S. GAAP)GAAP”) and are presented in U.S. dollars. These annualpursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 

Principles of consolidation

The consolidated financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.periods. Actual results could differ from these good faith estimates and judgments.

 

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instrumentsconsist primarily of bank deposits with original maturities of three months or less.less, which are unrestricted as to withdrawal and use. The Company had $9,000maintains its bank accounts in United States and $Hong Kong.

3,951Accounts receivable, net in cash

Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and cash equivalents asthe credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of July 31, 2023 and 2022, and 2021, respectively.no allowance for doubtful accounts was deemed necessary.

 

F-7

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Fair Value Measurements

 

As defined in ASC 820” Fair Value Measurements,”The accounting standard regarding fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about riskof financial instruments and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifiesrelated fair value balances based onmeasurements defines financial instruments and requires disclosure of the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizesof financial instruments held by the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).Company.

 

The Company'saccounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follow:

·		Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·		Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.
·		Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial instruments consist ofincluded in current assets and current liabilities (such as cash, prepaid expense,accounts receivable, due from related party accounts payable, and due to related parties. The carrying amounts of these financial instruments approximateparties) are reported in the consolidated balance sheets at cost, which approximates fair value due to either lengthbecause of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.the short period of time between the origination of such instruments and their expected realization.

Revenue Recognitionrecognition

 

The Company has yetfollows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. This standard requires the use of a five-step model to generate revenues from operations. The Company will recognize revenue when control of the promised goods or services are transferred to afrom customer in an amount that reflects the considerationcontracts. The five-step model requires that the Company expects(i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to receivethe extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in exchange for those goods or services.the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations.

The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

 

 

 

F-8

 

 

Income TaxesTIANCI INTERNATIONAL, INC.

Income taxes are accounted for under the asset and liability 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 bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. See Note 6 for information related to income taxes, including the recorded balances of its valuation allowance related to deferred tax assets.

Notes To Consolidated Financial Statements

Basic and Diluted Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2022 and 2021.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on the financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 4 - DUE TO RELATED PARTIES

DuringFor the years ended July 31, 20222023 and 2021, the former and current shareholder of the Company advanced $212,641 and $74,231 for working capital purpose, respectively.

During the years ended July 31, 2022 and 2021, the Company repaid $1,202 and $0 due to a former shareholder of the Company, respectively.

 

On August 26, 2021 and pursuant to the Stock Purchase Agreement dated on August 6, 2021 (see Note 1 - Change of control), Chuah Su Mei, the Company’s former Chief Executive Officer, President and Director and all other former officers forgave all amounts due to them from the Company. In regard to this forgiveness, the Company recognized debt forgiveness by related parties of $349,716as additional paid-in-capital.a. Electronic Device Hardware Components Products Sales

 

DuringThe Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the year ended July 31, 2022,specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company accrued $168,300 foris the compensationmost visible entity to customers and assumes fulfillment risk and risks related to the acceptability of its CEOproducts, including addressing customer complaints directly and five directors. Duringhandling of product returns or refunds directly. 2) The Company is exposed to inventory risk before transfer of control to customers 3) The Company determines the year ended July 31, 2022,resale price of hardware products. After evaluating the above circumstances, the Company paid compensationconsiders itself the principal of $126,500 to the five directors. As of July 31, 2022,these arrangements and records hardware sales revenue on a gross basis.

Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company owed $41,800 unpaid compensationhas delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to the CEO, which was included in accounts payableproduct failure; however, returns are historically insignificant.

b. Software and accrued liabilities, and prepaid the amount of $11,500 for compensation to the five directors.Website Development Services

 

The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As of July 31, 2022,a result, revenues from software development contracts are recognized at a point in time when services are fully rendered, and July 31, 2021, the Company owed $194,888 and $333,165, respectively, to a shareholder of the Company. This loan is non-interest bearing, unsecured and due on demand.written acceptances have been received from customers.

 

c. Technical Consulting and Training Services

 

The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training.

d. Software Maintenance and Business Promotion Services

The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period.

F-9

 

NOTE 5 - EQUITY

TIANCI INTERNATIONAL, INC.

Preferred StockNotes To Consolidated Financial Statements

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no shares of preferred stock issued and outstanding as of July 31, 2022 and 2021.

Common Stock

The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.

On August 4, 2020, the Chief Executive Officer of the Company cancelled 301,570 shares of common stock and Chief Financial Officer of the Company cancelled 2,000,000 shares of common stock.

As of July 31, 2022, and 2021, there were 2,450,148 shares of common stock issued and outstanding, respectively.

NOTE 6 - INCOME TAXES

The Company files income tax returns in the U.S. federal jurisdiction, and state and local jurisdictions.

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statements of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

The income tax benefit forFor the years ended July 31, 20222023 and 20212022

e. Business Consulting Services

The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities.

Cost of revenues

For hardware products sales, the cost of revenue consists primarily of the following: costs of hardware products sold.

Schedule of components of income tax expense
		For the Years Ended
		July 31,
		2022				2021
Loss before income tax		$	(247,743	)		$	(74,384	)
Tax rate			21%				21%
Income tax expense (benefit) at statutory rate		$	(52,026	)		$	(15,621	)
Change in valuation allowance			52,026				15,621
Income tax expense (benefit)		$	–			$	–

For software related services, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s software engineers.

Advertising costs

Advertising costs amounted to $192 and $192 for the year ended July 31, 2023 and 2022, respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses.

Operating leases

Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%.

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

 

 

F-10

 

 

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes reflectare accounted for using the net tax effectasset and liability method in respect of temporary differences arising from differences between the carrying amountsamount of assets and liabilities forin the unaudited interim consolidated financial reporting purposesstatements and the amounts recordedcorresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax purposes. Significant componentsassets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the Company’sdeferred tax is dealt with in equity. Net deferred tax assets and liabilities are as follows: 

Schedule of deferred tax assets
		As of July 31,
		2022				2021
NOL Carryover		$	546,983			$	494,957
Valuation allowance			(546,983	)			(494,957	)
Net deferred tax asset		$	–			$	–

The reconciliationreduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the effective income tax rate to the U.S. federal statutory rate as of July 31, 2022 and 2021: 

Schedule of effective income tax reconciliation
		As of July 31,
		2022				2021
Federal income tax (benefit)			(21)%				(21)%
Increase in valuation allowance			21%				21%
Effective income tax rate			0%				0%

At July 31, 2022 and 2021, the Company had $2,604,680 and $2,356,937, respectively of the U.S. net operating losses (the “U.S. NOLs”), which begin to expire beginning in 2035. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years, whereas NOLs generated after July 31,2018 can be carryforward indefinitely.

The Company assesses the likelihood that deferred tax assetsasset will not be realized. FASB ASC Topic 740, “Income Taxes” requires that

An uncertain tax position is recognized as a valuation allowance be established whenbenefit only if it is “more likely than not” that all, orthe tax position would be sustained in a portiontax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of deferred tax assets willbenefit that has a greater than 50% likely of being realized on examination. For tax positions not be realized. A reviewmeeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of all available positive and negative evidence needs to be considered, includingincome tax for uncertain tax positions are classified as income tax expense in the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of July 31, 2022 and 2021.period incurred.

 

The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of U.S. NOLs that could be utilized each year based on the “Internal Revenue Code, as Amended.”

The Company’sHong Kong tax returns filed for 2016 and subsequent years are subject to examination by the applicable tax authorities beginning with the year ended July 31, 2018.

NOTE 7 - COMMITMENTS AND CONTINGENCIESauthorities.

 

The Company had no other commitments or contingencies as of July 31, 2022.US tax returns filed for 2019 and subsequent years are subject to examination by the applicable tax authorities.

 

From time to time the Company may become a party to litigation matters involving claims against the Company.Earnings (loss) per share

 

Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of July 31, 2022 have been incorporated into these financial statements and there are no subsequent events that require disclosureThe Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC Topic 855, “Subsequent Events.”260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended July 31, 2023 and 2022, there were no dilutive shares outstanding.

 

 

 

F-11

 

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Noncontrolling Interests

The Company’s noncontrolling interest represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separately from stockholders’ equity attributable to Tianci. Noncontrolling interest in the results of Roshing are presented on the consolidated statements of operations as allocations of the total income or loss of Roshing for the years ended July 31, 2023 and 2022 between the noncontrolling interest holder and the shareholders of RQS United.

Related parties

Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party 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. Parties are also considered to be related if they are subject to common control or common significant influence.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as an emerging growth company. The adoption of this standard on August 1, 2023 is not expected to have a material impact on the Company’s future consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard on August 1, 2022 did not have a material impact on the Company’s consolidated financial statements.

F-12

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning August 1, 2021. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on August 1, 2021 did not have a material impact on the Company’s consolidated financial statements.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated Financial Statements.

NOTE 3 – RELATED PARTIES BALANCES AND TRANSACTIONS

Due from related party consists of:

Due from related party represents a receivable of $54,134 from RQS Capital, which was subsequently collected.

Due to related parties consist of:

Schedule of due to related parties

Transaction

July 31,

July 31,

Name

Relationship

Nature

2023

2022

Zhigang Pei

Chairman of the Board

Working capital advances and operating expenses paid on behalf of the Company

$

220,909

$

–

RQS Capital

68% shareholder

Company cash collection due to RQS Capital

2,132

–

Ying Deng

RQS Capital 30% owner and Roshing’s 10% owner

Working capital advances and operating expense paid on behalf of the Company

53,036

194,794

TOTAL

$

276,077

$

194,794

These liabilities are unsecured, non-interest bearing, and due on demand.

Employment agreements with officers and director retainer agreements

Tianci currently maintains two employment agreements and six director retainer agreements with its officers and directors. The agreements have terms of 3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

For the year ended July 31, 2023, we accrued management compensation expenses of $120,000. These amounts are included in “general and administrative expenses” in the accompanying consolidated statement of operations.

F-13

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Office space sharing agreement with related parties

On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60% owner of RQS Capital and Ying Deng, 30% owner of RQS Capital, for office space in Shenzhen, China. The agreement provided for Gao and Deng, sub lessees under a separate office space sharing agreement relating to the use of the premises from August 28, 2021 to August 31, 2024, to pay monthly rent to the lessee ranging from RMB 12,320 (approximately $1,726) to RMB 13,583 (approximately $1,903) on behalf of Roshing. The rent expenses paid by Gao and Deng were billed directly to Gao and Deng by the Lessee and the sublease is between Gao and Deng and the Lessee. The Company has no obligation, directly or indirectly, to reimburse or otherwise compensate Gao and Deng for paying these expenses. For the years ended July 31, 2023 and 2022, the Company has accounted for this agreement by charging general and administrative expenses for $16,580 and $20,046, respectively, and crediting additional paid-in capital for $16,580 and $20,046, respectively. The office sharing agreement was terminated on May 31, 2023 when Roshing moved all of its operations to its office in Hong Kong.

 

NOTE 4 – STOCKHOLDERS EQUITY

On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value, 80,000 shares of Series A Preferred Stock, $0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value.

The following table sets forth information, as of July 31, 2023, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Schedule of capital stock authorized
Class		Shares Authorized				Shares Outstanding
Common Stock, $.0001 par value			100,000,000				5,903,481
Series A Preferred Stock, $.0001 par value			80,000				80,000
Undesignated Preferred Stock, $.0001 par value			20,000,000				0

Series A Preferred Stock

Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock will be entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis.

Undesignated Preferred Stock

The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

F-14

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Issuances of Preferred Stock and Common Stock

On January 27, 2023, Tianci sold 80,000 shares of its Series A Preferred Stock to RQS Capital for $24,000 cash.

On March 1, 2023, Tianci sold a total of 1,253,333 shares of its common stock to 13 non-US persons at a price of $0.30 per share or $376,000 total.

On March 6, 2023, Tianci issued 1,500,000 shares of its common stock to RQS Capital pursuant to the Share Exchange Agreement dated March 3, 2023 (see Note 1 above).

Also on March 6, 2023 pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of 700,000 shares of its common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. For the year ended July 31, 2023, the Company accounted for this issuance by expensing the $210,000 estimated fair value of the 700,000 shares of common stock to (1) cost of revenues-services ($144,000), (2) selling and marketing ($36,000), and (3) general and administrative ($30,000).

NOTE 5 – INCOME TAXES

Income Taxes

Seychelles

RQS United is incorporated in Seychelles and is not subject to tax on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.

Hong Kong

Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. Hong Kong income tax expenses for the years ended July 31, 2023 and 2022 amounted to $12,095 and $31,650, respectively.

For the year ended July 31, 2023, the loss before provision for income taxes of $(343,994) consisted of United States source loss of $207,297 and Hong Kong source loss of $136,697. For the year ended July 31, 2022, the income before provision for income taxes of $191,816 was all Hong Kong source income.

Significant components of the provision for income taxes are as follows: 

Schedule of components of income tax expense
		Year ended
		July 31, 2023				July 31, 2022
Current Hong Kong		$	12,095			$	14,203
Deferred Hong Kong			–				17,447
Provision (benefit) for income taxes		$	12,095			$	31,650

F-15

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate:

Schedule of effective income tax reconciliation
		For the year ended July 31, 2023				For the year ended July 31, 2022
Hong Kong statutory income tax rate			16.5%				16.5%
Non deductible stock compensation expense			-25.3%				–
Effective tax rate			-8.8%				16.5%

For United States income tax purposes, Tianci has a net operating loss carry forward of approximately $967,000 at July 31, 2023. Management has not determined that it is more likely than not that this carryforward will be realized and thus the Company maintained a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of July 31, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.

As of July 31, 2023, tax years 2020 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2017 and forward generally remain open for examination for foreign tax purposes.

NOTE 6 — CONCENTRATION OF RISK

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $250,000. As of July 31, 2023, no United States account balance exceeded $250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of July 31, 2023, a cash balance of $189,768 was maintained at a financial institution in Hong Kong of which approximately $125,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.

Customer concentration risk

For the year ended July 31, 2023, two customers accounted for 40.9% and 11.5% of the Company’s total revenues.

For the year ended July 31, 2022, five customers accounted for 40.3%, 23.9%, 10.6%, 10.6% and 10.2% of the Company’s total revenues.

As of July 31, 2023, no customer accounted for over 10% of the Company’s total accounts receivable. As of July 31, 2022, five customers accounted for 41.1%, 24.4%, 10.8%, 10.8%, and 10.5% of the Company’s total accounts receivable.

F-16

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Vendor concentration risk

For the year ended July 31, 2023, two vendors accounted for 76% and 16% of the Company’s total purchases. For the year ended July 31, 2022, four vendors accounted for 44.5%, 28.1% 16.6%, and 10.8% of the Company’s total purchases.

As of July 31, 2023, no vendor accounted for over 10% of the Company’s total accounts payable. As of July 31, 2022, four vendors accounted for 44.5%, 28.1%, 16.6%, and 10.8% of the Company’s total accounts payable.

NOTE 7— COMMITMENTS AND CONTINGENCIES

Lease commitments

On January 1, 2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement had a term of two years and provided for monthly rent of HKD 2,800 (approximately $360). On January 13, 2023, the Company entered a new operating lease agreement for office space in Hong Kong with a third party for two years with monthly rent of HKD 3,000 (approximately $382). Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%.

The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The lease does not contain an option to extend at the time of expiration.

As of July 31, 2023, the Company’s operating lease had a remaining lease term of approximately 1.50 years.

Rent expenses were $26,159 and $24,362 for the years ended July 31, 2023 and 2022, respectively.

The total future minimum lease payments under the non-cancellable operating lease as of July 31, 2023 are as follows:

Schedule of operating lease payments
Year ending July 31,		Minimum lease payments
2024		$	4,586
2025			2,096
Total lease payments			6,682
Less: Interest			(246
Present value of lease liabilities		$	6,436

F-17

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Future amortization of the Company’s ROU asset is presented below:

Schedule of future amortization
Year ending July 31,
2024			4,368
2025			2,068
Total		$	6,436

Contingencies

From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims.

NOTE 8 — ENTERPRISE WIDE DISCLOSURE

The Company follows ASC 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to each segment and evaluates their performances. The Company’s chief operating decision-makers (i.e., the Company’s chief executive officer and his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (primarily in Hong Kong and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment.

Disaggregated information of revenues by business lines are as follows:

Schedule of information of revenues by business
		For the year ended July 31,
		2023				2022
Electronic Device Hardware Components Sales		$	294,880			$	500,500
Software and Website Development Services			10,000				–
Technical Consulting and Training Services			14,470				8,791
Software Maintenance and Business Promotion Services			86,776				243,548
Business Consulting Services			46,283				–
Total revenues		$	452,409			$	752,839

F-18

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

Disaggregated information of revenues by regions are as follows:

Schedule of information of revenues by regions
		For the year ended July 31,
		2023				2022
Hong Kong		$	395,633			$	595,719
Singapore			56,776				157,120
Total revenues		$	452,409			$	752,839

NOTE 9 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company.

The subsidiaries did not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries” and the income (loss) of the subsidiaries is presented as “share of income (loss) of subsidiaries.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required.

PARENT COMPANY BALANCE SHEET

Schedule of balance sheets
		July 31,
		2023
			(Unaudited)
ASSETS
Cash		$	66,553
Prepaid expense			1,750
Receivable from subsidiaries			29,487
Investment in subsidiaries			95,889
Total Assets		$	193,679
LIABILITIES
Accounts payable and accrued liabilities		$	241,579
Due to related parties			223,041
Total Liabilities			464,620
Stockholders’ equity
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of July 31, 2023			8
Undesignated preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding			–
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of July 31, 2023			590
Additional paid-in capital			4,982
Accumulated deficit			(276,521	)
Total stockholders’ equity			(270,941	)
Total Liabilities and Stockholders’ Equity		$	193,679

F-19

TIANCI INTERNATIONAL, INC.

Notes To Consolidated Financial Statements

For the years ended July 31, 2023 and 2022

PARENT COMPANY STATEMENT OF OPERATIONS

Schedule of statements of operations
		From March 3, 2023 to July 31, 2023
			(Unaudited)
EXPENSES:
General and administrative		$	207,297
Loss from investment in subsidiaries			133,913
Total expenses			341,210
Net Loss		$	(341,210	)

PARENT COMPANY STATEMENT OF CASH FLOWS

Schedule of statements of cash flows
		From March 3, 2023 to July 31, 2023
			(Unaudited)
Cash flows from operating activities:
Net loss		$	(341,210	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share of loss from investment in subsidiaries			133,913
Change in operating assets and liabilities:
Prepaid expense			1,500
Accounts payable and accrued liabilities			117,651
Net cash (used in) operating activities			(88,146	)
Cash flows from financing activities:
Repayment of working capital advance from related party			(30,000	)
Operating expenses directly paid for subsidiary			(29,487	)
Common Stock issued to Roshing employees and affiliates for services rendered			210,000
Net cash provided by financing activities			150,513
Net increase in cash and cash equivalents			62,367
Cash and cash equivalents at March 3, 2023			4,186
Cash and cash equivalents at July 31, 2023		$	66,553

F-20

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.Not Applicable.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. 

 

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, (the “Evaluation”), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses discussed below in “Management's Report on Internal Control over Financial Reporting,” our management, including our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitationsChanges in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Internal Controls.

 

Management'sThere was no change in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Tianci International, Inc.'s fourth fiscal quarter that has materially affected or is reasonably likely to materially affect Tianci International, Inc.'s internal control over financial reporting.

Management’s Report on Internal Control Overover Financial Reporting

 

Our managementManagement of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting isas defined in RulesRule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934,1934. We have assessed the effectiveness of those internal controls as amended,of July 31, 2023 using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework (1992) as a process designed by, or under the supervision of,basis for our principal executive and principal financial officers and effected by our Board, 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 generally accepted accounting principles and includes those policies and procedures that:assessment.

·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; 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.

17

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projectionsProjections of any evaluation of effectiveness to future periods are subject to the risksrisk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orand 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.

 

Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of July 31, 2022, due to the existence of the material weaknesses as of July 31, 2022, discussed below.

17

A material weakness in internal controls is a deficiency in internal control, deficiency, or a combination of control deficiencies, that resultsadversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detecteddetected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified three material weaknesses in the following areas:our internal control over financial reporting. These material weaknesses consisted of:

 

	·	Because of the company’sCompany’s limited resources, there are limited controls over information processing.
	·	There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of only one person,limited in number, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
	·	The Company does not have a sitting audit committee financial expert, and as a result of the recent change in control, an audit committee, and thus the Company lacks the board oversight role within the financial reporting process.
	·	There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

Management believesdoes not believe that the material weaknesses set forth above were the resultcurrent level of the scaleCompany’s operations warrants a remediation of our operations and are intrinsic to our small size. Management believes thesethe weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding foridentified in this assessment. However, because of the Company’s business operations.

Our management will continue to monitor and evaluateabove condition, management’s assessment is that the effectiveness of our internal controls and procedures and ourCompany’s internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements,were not effective as necessary and as funds allow.of July 31, 2023.

 

This Annual Report on Form 10-Kannual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting duereporting. Management’s report was not subject to permanent exemptions for smaller reporting companies.attestation by the Company’s registered 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.

 

Item 9B

Other Information

Changes in Internal Control Over Financial Reporting

Not applicable.

 

Other than as described above, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

Item 9B. Other Information

None. Not applicable.

 

 

 

18

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

PART III

The names of our current officers, directors and key employees, as well as certain information about them, are set forth below:

 

Item 10. Directors, Executive Officers and Corporate Governance

Name	Age	Position with Tianci	Director Since
Zhigang Pei	50	Chairman of the Board	2021
Shufang Gao	53	Director, Chief Executive Officer, Chief Financial Officer	2021
Ying Deng	39	Director, Vice President	2023
David Wei Fang	50	Director	2021
Jack Fan Liu	43	Director	2021
Yee Man Yung	29	Director	2021
Bo Ye	41	Corporate Secretary	--

 

All directors of our companyDirectors hold office until the next annual meeting of Tianci’s stockholders and the security holders orelection and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors have been electedare appointed and qualified. The officers of our company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are set forth below as of the date of this Annual Report.

Name	Age	Office
Zhigang Pei	50	Chief Executive Officer, Chief Financial Officer, Secretary and Director
Shufang Gao	53	Director
David Wei Fang	49	Director
Jack Fan Liu	43	Independent director
Yee ManYung	29	Independent director
Jimmy Weiyu Zhu	55	Independent director

Business Experience

 

The following is a brief account ofInformation concerning the education and business experience during at least the past five years of each director, executive officerdirectors, officers and key employeeemployees of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.Tianci follows:

 

Zhigang Pei, age 50, joined usTianci on August 26, 2021 as our Chief Executive Officer, Chief Financial Officer, Secretary, and a member of the Board. Mr. Pei resigned from his position as CEO in January 2023 and from his position as CFO in April 2023. Mr. Pei has served as the Executive Director of Anyang Xinrun Investment Co., Ltd., a PRC company since November 2009. He has also served as the Executive Director and General Manager of Henan Ziwei Real Estate Development Co., Ltd., and Henan Anyang Dahua Commercial and Trading Plaza Development Co., Ltd. since 2015. Mr. Pei graduated from No.2 Middle School Anyang City in1989.in 1989. Mr. Pei brings to the Board his deep experience in the real estate and investment industries.

 

Shufang Gao, age 53, has worked as CEO of Hong Kong listed groups, president of domestic capital companies, and vice president of A-share listed companies. He is familiar with the A-share capital market and the Hong Kong capital market, and has mature experience in the strategy and operationstrategic development of listed companies. HeMr. Gao joined usTianci on August 26, 2021 as a member of our Board.Board and was appointed Chief Executive Officer in January 2023. From October 2020 to August 2021, heMr. Gao served as the Vice President and Director of SiChuanSichuan Jinding Group. Prior to that, he was the Vice Chairman of Luoyang Yongning Nonferrous Technology Co., Ltd. from August 2019 to September 2020. From April 2018 to July 2019, Mr. Gao served as the Vice President of Tibet Huayu Mining Co., Ltd., an A-share listed company. He was the Chief Executive Officer of Haotian Development Group Co., Ltd. (Hong Kong Main Board Listed Company 00474) from August 2016 to September 2017. From August 2012 to August 2016, heMr. Gao served as the President of Haihua Group Holdings Co., Ltd., an international container leasing company. Mr. Gao received his Bachelor of Management Degree from Dalian University of Technology in 1999. He received his Masters ofDegree in Finance and Accounting Degree from the Chinese University of Hong Kong in 2008. Mr. Gao brings to the Board his international experience in the operation and risk control areasgovernance of listed companies.

Ying Deng has over fifteen years of experience in corporate finance, asset management and banking. Ms. Deng became Vice President of Tianci and was appointed to Tianci’s Board in January 2023. She has been employed by RQS Capital Limited since September 2022 as a Director responsible for business development and financial planning. Since July 2017 Ms. Deng has been employed as Director and Chief Executive Officer by Shenzhen Dandelion Club Investment Development Co., Ltd., where she is responsible for project due diligence and investment management. Since June 2011 Ms. Deng has been employed as a Director by Roshing International Co., Ltd., where she is responsible for strategic planning and daily operations. In 2020 Ms. Deng was awarded a Masters Degree in Business Administration by Nankai University. She earned a Bachelor’s Degree from Jinan University in 2006. Ms. Deng brings to the Board her extensive experience in business administration. 

19

 

David Wei Fang, age 49, has over ten years of experience in the securities and investment industry. He joined usTianci on August 26, 2021 as aan executive member of ourthe Board. Mr. Fang served as the Partner of Tiger Securities and the CEO of Tiger Securities International in Hong Kong from May 2018 to July 2019. From January 2017 to April 2018, Mr. Fang served as the CEO of Haotian International Securities in Hong Kong. Mr. Fang was the Head of High Net Worth Individual, Corporate Client and ICBC Global Wealth Management Center of ICBC International in Hong Kong from October 2014 to December 2016. Mr. Fang hasearned a Bachelor’s degree in Economics from Anhui University of Finance and Economics in 1994. Mr. Fang obtained his Master of Business Administration Degree from South Georgia South University in 2004. Mr. Fang brings to the Board his deep experience in the securities and investment industry.

  

Jack Fan Liu, age 43, joined usTianci on August 26, 2021 as a member of our Board. Prior to joining us, Mr. Liu was the Vice President of China Regenerative Medicine International Limited from September 2014 to October 2017. From July 2009 to August 2014, Mr. Liu was the Investment Director of Tian Huan Investment Company. He was a financial analyst ofat Founder Securities (SSE:601901) from May 2007 to June 2009. Mr. Liu received his B.A. in Engineering from Nanjing Tech University in 2001 and his Master of Economics from Concordia University, Canada in 2006. He brings to the Board his experience and knowledge of investments and mergers and acquisitions of companies in Hong Kong and China.

 

Yung Yee Man, age 29, has more than 5 years of HRexperience as a human resources manager experience infor both Hong Kong and NASDAQ listed company.companies. She also has two years’ experience as an assistant ofto board members. Ms. Yung joined usTianci on 26 August, 2021 as a member of our Board. Since 2020 she has served as Human Resources Manager for Link-Asia International Med-Tech Group Limited. Form 2018 to 2019 Ms. Yung holdswas employed as Account Manager by Tiger Brokers (HK) Global Limited. Ms. Yung earned a Master’s degree in Corporate Communication from University of Leeds in 2017. Ms. Yung is currently pursuing an MBA Degree inat the University of South Australia. Ms. Yung brings to the Board her human resources and public company experience.

 

Jimmy Weiyu ZhuBo Ye joined Tianci as Corporate Secretary in January 2023. Since 2014 Mr. Ye has been employed as Director and Chief Executive Officer by Shenzhen Ouyu Technology Co., age 55, joined us on August 26, 2021,Ltd. Since 2018 Mr. Ye has also been employed as Director and Vice President of Shenzhen Renqisheng Investment Development. Mr. Ye was awarded a memberBachelor of our Board. Mr. Zhu has nearly twenty-five years of experienceArts Degree by Jinan University in the fields of mining, commodity trading, trade financing, logistics and shipping, and covering for companies located in Australia and Hong Kong. Mr. Zhu was the Financial Controller of Hai Xin Petroleum Trading Ltd. ( Hong Kong) from September 2017 to October 2020. Prior to that time, he served as the Financial Controller and Director of Ocean Container Leasing Services Ltd. and Gold Time International Resources Ltd. (Hong Kong) from July 2012 to August 2017. He received his B.A. in Accounting and Finance from Northeast University of Finance and Economics, China in 1991. Mr. Zhu brings to the Board his deep experience in commodities, finance and trading.2006.

Family Relationships

 

There are no family relationships betweenamong any of our directors, executive officers and proposed directors or executive officers.directors.

 

Involvement in Certain Legal ProceedingsCorporate Governance

 

NoneBoard Committees

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors.

Director Independence

The Board of Directors has determined that Jack Fan Liu and Yung Yee Man are independent directors, executive officers, promoters or control persons has been involved in anyas the term "independent" is defined by the rules of the following events during the past ten years:NYSE American.

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

 

20

 

 

3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
	ii.	Engaging in any type of business practice; or
	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or
	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

21

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
3.	compliance with applicable governmental laws, rules and regulations;
4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another. 

Our Code of Business Conduct and Ethics was filed as Exhibit 14.1 to our Annual Report on Form 10-K for fiscal year ended July 31, 2013. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tianci International, Inc., Attn: Secretary, 20 Holbeche Road, Arndell Park, NSW, Australia.

 

Tianci has not adopted a formal code of ethics applicable to its executive officers. The Board Meetings

Our board of directors consists of Zhigang Pei, Shufang Gao, David Wei Fang, Jack Fan Liu, Yee Man Yung and Jimmy Weiyu Zhu. The board held no formal meetings during the year ended July 31, 2022, but took actions once via unanimous written consent. We expect our current board to act by written consent or through board meetings in accordance with the provisions of the Nevada General Corporate Law and our Bylaws.

22

Nomination Process

As of July 31, 2022, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directorsDirectors has determined that it is in the best positionTianci’s financial operations are not sufficiently complex to evaluate our company’s requirements as well as the qualificationswarrant adoption of each candidate when the board considers a nominee for a position on our boardformal code of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.ethics.

 

Corporate Governance & Board Independence

Our Board of Directors consists of six directors. We have adopted a standard of director independence that conforms with the published listing requirements of the NASDAQ Stock Market. Jack Fan Liu, Yee Man Yung and Jimmy Weiyu Zhu are independent directors. As of the date hereof, we do not have a policy that a majority of our board be comprised of “independent directors.”

Prior to our change of control, we had established an audit committee. We intend to establish a new audit committee in the future. We believe that members of our audit committee will capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

We have not yet established a Nominating or Governance Committees as standing committees but expect to do so as our business matures. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. All functions of a nominating/governance committee were performed by our whole board of directors.  Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary.  Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

Involvement in Certain Legal Proceedings

From time to time, we may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. We may be named as a defendant in such lawsuits and thus become subject to the attendant risk of substantial damage awards. We believe that we have adequate liability insurance coverage. There can be no assurance, however, that we will not be sued, that any such lawsuit will not exceed our insurance coverage, or that we will be able to maintain such coverage at acceptable costs and on favorable terms.

We are not a party to, nor is any of our property the subject of, any legal proceedings. There are no proceedings pending in which any of our officers, directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material interest that is adverse to us or any of our subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

 

23

Item 11. Executive CompensationNot applicable.

 

Compensation Philosophy and Objectives

Currently, our executive directors and officers do not receive compensation for services in such capacities. We expect to establish a compensation plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package over the executive’s career with us. The compensation program objectives will be to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our named executive officers to consist of two main elements:

1.

base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

2.

discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

Process for SettingItem 11. Executive Compensation

 

As we do not have Compensation Committee, our Board will be responsible for developing and overseeingTianci International, Inc.

Tianci has paid no compensation to any officer or director during the implementation of our philosophy with respectpast three fiscal years or any subsequent period. Unpaid compensation has been accrued pursuant to the compensationEmployment Agreements described below, totaling an aggregate of executives and for monitoring the implementation and results$240,800 as of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board or Compensation Committee will annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. The Board or Compensation Committee may award discretionary bonuses to each of the named executives, and reviews and approves the process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, the Board or Compensation Committee will review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.July 31, 2023.

 

We expect out Chief Executive Officer to periodically provide the Board or Compensation Committee with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board of Compensation Committee will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.RQS United, Inc.

 

Our Compensation Peer GroupRQS United did not pay compensation to any officer or director for services in those roles during its past three fiscal years.

 

We expect to engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.Roshing International Co., Ltd.

 

Roshing pays Ying Deng, its Manager, and Mr. Shufang Gao, the CEO a salary of 2,000 HKD per month (USD $258).

 

24

Program Components

We expect our executive compensation program to consist of the following elements:

Base Salary

Our base salary structure will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board/Compensation Committee will consider all of these factors, though it will not assign specific weights to any factor. The Board/Compensation Committee will generally review the base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

Discretionary Bonus

The objectives of our bonus awards will be to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

Each of our named executive officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations regarding bonus awards for the named executive officers and the Board/Compensation Committee provides the bonus recommendation for the Chief Executive Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction of certain individual and corporate performance measures, and (iii) other factors which the Compensation Committee may deem relevant. The Company did not award any cash bonuses during fiscal year 2022.

Stock Holdings

The Board/Compensation Committee recognizes the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align the executives’ interests with the interests of the Company’s stockholders. Initially, we expect the Board/Compensation Committee to emphasize the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the executives, as the Board/Compensation Committee deems appropriate.

We have not timed nor do we plan to time our release of material non-public information for the purpose of affecting the value of executive compensation.

The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.

25

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Chuah Su Mei

2021

–

–

–

–

–

–

–

–

(1)

2020

–

–

–

–

–

–

–

–

Zhigang Pei

2022

41,800

–

–

–

–

–

–

41,800

(2)

2021

–

–

–

–

–

–

–

–

Shufang Gao

2022

41,800

–

–

–

–

–

–

41,800

(3)

2021

–

–

–

–

–

–

–

–

David Wei Fang

2022

41,800

–

–

–

–

–

–

41,800

(3)

2021

–

–

–

–

–

–

–

–

Jack Fan Liu

2022

14.300

–

–

–

–

–

–

14,300

(3)

2021

–

–

–

–

–

–

–

–

Yee Man Yung

2022

14,300

–

–

–

–

–

–

14,300

(3)

2021

–

–

–

–

–

–

–

–

Jimmy Weiyu Zhu

2022

14,300

–

–

–

–

–

–

14,300

(3)

2021

–

–

–

–

–

–

–

–

(1)	Ms. Chuah was appointed our Chief Executive Officer, President and Director on August 15, 2017.  She resigned from all her positions with the Company on August 26, 2021.
(2)	Zhigang Pei was appointed our Chief Executive Officer, Chief Financial Officer, Secretary and Director on August 26, 2021.
(3)	Shufang Gao，David Wei Fang , Jack Fan Liu , Yee Man Yung and Jimmy Weiyu Zhu were appointed our Directors on August 26, 2021.

Narrative Disclosure to Summary Compensation TableEmployment Agreements

 

On August 27, 2021, we entered into an Employment Agreement with each of Zhigang Pei, Shufang Gao and Wei Fang and on January 27, 2023 we entered into an Employment Agreement with Ying Deng (collectively, the “Employment Agreements”), whereby each individual agreed to serve as an Executive Director for a monthly compensation equal to USD U.S.$3,800. Each Employment Agreement expires on August 26, 2024,after three years, unless earlier terminated by death, resignation or removal.

26

 

We are entitled to terminate the each Employment Agreement for “cause” without notice or remuneration (unless otherwise required by law) if: (i) the executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; (ii) the executive has been grossly negligent or acted dishonestly to the detriment of the Company; (iii) the executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the executive is afforded a reasonable opportunity to cure such failure; or (iv) the executive violates the provisions relating to confidentiality, non-competition and non-solicitation of the Employment Agreement. Upon a termination for “cause,” the executive shall not be entitled to any severance or other benefits under the Employment Agreement but shall be entitled to receive accrued base salary.

  

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If the Employment Agreement is terminated due to the executive’s death or disability, the executive shall be entitled to receive accrued base salary.

 

If the Employment Agreement is terminated by the Company without “cause”, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, payment of premiums for continued health benefits under the Company’s health plans for 12 months following termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive, if any.

 

If the Employment Agreement is terminated due to a change in control, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive.

 

If the Employment Agreement is terminated by the executive due to (1) a material reduction in the executive’s authority, duties and responsibilities, or (2) a material reduction in the executive’s annual salary, the eermination and xecutiveexecutive will receive a lump sum payment equal to 12 months of base salary.

 

The foregoing descriptionsGrants of the Employment Agreements are qualified in their entirety by reference to the Employment Agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Annual Report and incorporated herein by reference.Plan-Based Awards

 

Director Retainer Agreements with Our Independent DirectorsDuring the past three fiscal years, there were no grants of plan-based awards to our named executive officers by Tianci, RQS United or Roshing.

 

Option Exercises and Stock Vested

During the past three fiscal years, there were no option exercises or vesting of stock awards by our named executive officers.

Outstanding Equity Awards at Fiscal Year End

During the past three fiscal years, none of our executive officers received any equity awards, including, options, restricted stock or other equity incentives, from either Tianci, RQS United or Roshing.

Compensation of Directors

On August 27, 2021, each of our threetwo independent directors Jack Fan Liu and Yee ManYung, and Jimmy Weiyu Zhu entered into a Director Retainer Agreement agreeing to serve on our Board of Directors for monthly compensation of USD 1300 for each independent director, respectively.U.S.$1,300. The Director Retainer Agreements contain normal and customary terms including provisions relating to indemnification and confidentiality.

22

Item 12. Security Ownership of Certain Beneficial Owners and Management

The foregoing descriptionsfollowing table sets forth information with respect to the securities holdings of (i) Tianci’s officers and directors, and (ii) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of any class of Tianci's voting stock. The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. This table has been prepared based on 80,000 shares of Series A Preferred Stock and 5,903,481 shares of Common Stock outstanding as of the date of filing of this Report.  Unless otherwise specified, the address of each of the persons set forth below is in care of Tianci, 20 Holbeche Road, Arndell Park, NSW 2148 Australia.

	Common Stock		Series A Preferred
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class	Amount and Nature of Beneficial Ownership(1)	Percentage of Class	Total Voting Power
Zhigang Pei	1,793,000(2)	40.4%	--	--	12.9%
Shufang Gao	1,500,000(3)(4)	25.4%	80,000(3)	100%	68.3%
David Wei Fang	--	--	--	--	--
Yee Man Yung	--	--	--	--	--
Jack Fan Liu	--	--	--	--	--
Ying Deng	1,500,000(3)(4)	25.4%	80,000(3)	100%	68.3%
All officers and directors as a group (7 persons)	1,500,000	25.4%	80,000(3)	100%	68.3%
RQS Capital Limited	1,500,000(4)	25.4%	80,000	100%	68.3%

	(1)	Ownership is of record and beneficial unless otherwise noted.
	(2)	Owned of record by Silver Glory Group Limited, of which Zhigang Pei is the beneficial owner.
	(3)	All shares of common stock and Series A Preferred Stock attributed to Shufang Gao or Ying Deng are owned of record by RQS Capital Limited. Shufang Gao is Chairman of RQS Capital Limited; Ying Deng is a Director of RQS Capital Limited.
	(4)	Does not include 8,000,000 shares of common stock issuable upon conversion of 80,000 shares of Series A Preferred Stock.

Item 13.   Certain Relationships and Related Transactions and Director Retainer Agreements are qualified in their entirety by reference to the Director Retainer Agreements, which are filed as Exhibit 10.4, 10.5, and 10.6 to this Annual Report and incorporated herein by reference.Independence

 

Other than set outRelated Party Transactions

On January 27, 2023 Tianci sold 80,000 shares of Series A Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $24,000, which was contributed to Tianci’s capital on behalf of RQS Capital Limited by members of its management. Shufang Gao, a member of Tianci’s Board of Directors, is the principal owner of RQS Capital.

See the description in Item 1 above regarding the Share Exchange between Tianci and below,RQS Capital Limited on March 6, 2023.

As of July 31, 2023, Roshing was indebted to Zhigang Pei in the amount of $220,909 and to Ying Deng in the amount of $53,035, representing amounts they have advanced to fund Roshing’s operations. The loans are not interest-bearing and are due on demand.

Except as described above, there arehave been no arrangementstransactions since August 1, 2022, or plansany currently proposed transaction, in which we provide pension, retirementTianci, RQS United or similar benefitsRoshing was or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Tianci at year-end for directorsthe last two completed fiscal years, and in which any related person had or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

Currently, we do notwill have a stock option plan in favor of any director, officer, consultantdirect or employee of our company.indirect material interest.  

 

 

 

2723

 

 

GrantsReview, approval or ratification of Plan-Based Awardstransactions with related persons

We do not have any special committee, policy or procedure related to the review, approval or ratification of related party transactions.

Director Independence

 

There were no grantsThe Board of plan based awards duringDirectors has determined that Jack Fan Liu and Yee ManYung are the only members of our Board of Directors who are independent, as “independent” is defined in the rules of the NYSE American.

Item 14.Principal Accountant Fees and Services

The Share Exchange between Tianci and RQS United described in Item 1 of this Report has been accounted for as a “reverse acquisition” effected as a recapitalization, wherein RQS United was considered the acquirer for accounting and financial reporting purposes. Accordingly, Michael T. Studer CPA P.C., which served as the independent auditor of the financial statements of RQS United for the year ended July 31, 2022, has audited the financial statements of Tianci for the years ended July 31, 2023 and 2022 that are included in this Report.

Audit Fees

Michael T. Studer CPA P.C. billed $30,000 in connection with the audit of the Company's financial statements for the year ended July 31, 2023. Michael T. Studer CPA P.C. billed $50,000 in connection with the audit of the Company's financial statements for the year ended July 31, 2022.

 

Outstanding Equity Awards at Fiscal Year EndAudit-Related Fees

 

There were no outstanding equity awards atMichael T. Studer CPA P.C. did not bill the year ended July 31,Company for any Audit-Related fees in fiscal 2023 or 2022.

 

Option Exercises and Stock VestedTax Fees

 

During ourMichael T. Studer CPA P.C. did not bill the Company for professional services rendered for tax compliance, tax advice and tax planning in fiscal year ended July 31, 2022, there were no options exercised by our named officer.2023. Michael T. Studer CPA P.C. did not bill the Company for any professional services rendered for tax compliance, tax advice and tax planning in fiscal 2022.

 

Compensation of DirectorsAll Other Fees

 

We currently doMichael T. Studer CPA P.C. did not compensate our directorsbill the Company for their servicesany other fees in their capacity as directors.fiscal 2023 or 2022.

 

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensationIt is or may be paid to our directors or executive officers, except that stock options may be granted at the discretionpolicy of the board of directorsCompany that all services, other than audit, review or a committee thereof. 

Compensation Risk Management

Ourattest services, must be pre-approved by the Board of directors conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, our Board concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company.

Compensation Committee Interlocks and Insider Participation

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee, including deliberations concerning compensate of our executive officers.

During the fiscal year ended July 31, 2022, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; or (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant.Directors.

 

 

 

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Compensation Committee Report

Our Board has reviewedItem 15.   Exhibits and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Annual Report. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report and irrespective of any general incorporation language in such filing.

Submitted by members of the Board of Directors:

Zhigang Pei

Shufang Gao

David Wei Fang

Jack Fan Liu

Yee Man Yung

Jimmy Weiyu ZhuFinancial Statement Schedules

 

ExhibitsItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of October 24, 2022, by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of October 24, 2022. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of October 24, 2022, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Unless otherwise noted, the business address of each beneficial owner listed is 20 Holbeche Road, Arndell Park, NSW, Australia. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

As of October 24, 2022, we had 2,450,148 shares of common stock issued and outstanding.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
Zhigang Pei (1)			1,793,000				73.18%
All executive officers and directors as a group (six persons)			–				–
Greater Than 5% Shareholder
Silver Glory Group Limited (1)			1,793,000				73.18%

3.1(a)	Articles of Incorporation of Tianci International, Inc.(1)
3.1(b)	Articles of Amendment of Articles of Incorporation of Tianci International, Inc.(2)
3.2	Bylaws(1)
10.1	Employment Agreement dated August 27, 2021 between Zhigang Pei and Tianci International, Inc.(3)
10.2	Employment Agreement dated August 27, 2021 between Shufang Gao and Tianci International, Inc.(3)
10.3	Employment Agreement dated August 27, 2021 between Wei Fang and Tianci International, Inc.(3)
10.4	Employment Agreement dated January 23, 2023 between Ying Deng and Tianci International Inc.
21	Subsidiaries
31.1	Rule 13a-14(a) Certification of Principal Executive and Financial Officer
32.1	Rule 13a-14(b) Certification of Principal Executive and Financial Officer
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL) and contained in Exhibit 101

 

(1)		(1)Filed as an exhibit to the Registration Statement on Form S-1 filed on September 24, 2012 and incorporated herein by reference.
(2)		Zhigang Pei jointed usFiled as Appendix A to the Definitive Information Statement on August 26, 2021Schedule 14C filed on June 11, 2015 and incorporated herein by reference.
(3)		Filed as our Chief Executive Officer, Chief Financial Officer, Secretaryan exhibit to the Annual Report on Form 10-K for the year ended July 31, 2022 and Director. Zhigang Pei is the beneficial owner of Silver Glory Group Limited.incorporated herein by reference.

Item 16.

Form 10-K Summary

None.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

Tianci International, Inc. did not send any annual report to security holders covering the fiscal year ended July 31, 2023 nor did it send any form of proxy or proxy soliciting material.

 

 

 

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Item 13. Certain Relationships and Related Transactions, and Director IndependenceSIGNATURES

 

During the years ended July 31, 2022 and 2021, a shareholder of the Company advanced $212,641 and $74,231 for working capital purpose, respectively.

During the years ended July 31, 2022 and 2021, the Company repaid $1,202 and $0 due to a former shareholder of the Company, respectively.

On August 26, 2021 and pursuant to the Stock Purchase Agreement dated on August 6, 2021 (see Note 1 - Change of control), Chuah Su Mei, the Company’s former Chief Executive Officer, President and Director and all other former officers forgave all amounts due to them from the Company. In regard to this forgiveness, the Company recognized debt forgiveness by related parties of $349,716 as additional paid-in-capital.

During the year ended July 31, 2022, the Company accrued $168,300 for the compensation of its CEO and five directors. During the year ended July 31, 2022, the Company paid salary of $126,500 to the five directors. As of July 31, 2022, the Company owed $41,800 unpaid compensation to the CEO, which was included in due to related parties, and prepaid the amount of $11,500 for compensation of August 2022 to the five directors.

As of July 31, 2022, and July 31, 2021, the Company owed $236,688 and $333,165, respectively, to a shareholder of the Company. This loan is non-interest bearing, unsecured and due on demand.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal years ended July 31, 2022 and July 31, 2021, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connectionaccordance with statutory and regulatory filings or engagements for these fiscal periods were as follows:

		Year Ended July 31, 2022				Year Ended July 31, 2021
Audit Fees (1)		$	9,500			$	10,250
Audit Related Fees (2)		$	–			$	–
Tax Fees (3)		$	–			$	1,000
All Other Fees (4)		$	–			$	–
Total		$	9,500			$	11,250

(1)	Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”
(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
(4)	All other fees consist of fees billed for all other services.

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On August 30, 2017, we adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99.1.

Prior to the establishment of our Audit Committee and the adoption of our Pre-Approval Policies, our board of directors pre-approved all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation(1)
3.2		Articles of Amendment(2)
3.3		Bylaws(1)
4.1*		Form of common stock certificate
4.2		Description of Securities(3)
10.1*		Employment Agreement, dated August 27, 2021, by and between Zhigang Pei and Tianci International, Inc.
10.2*		Employment Agreement, dated August 27, 2021, by and between Shufang Gao and Tianci International, Inc.
10.3*		Employment Agreement, dated August 27, 2021, by and between Wei Fang and Tianci International, Inc.
10.4*		Director Retainer Agreement, dated August 27, 2021, by and between Fan Liu and Tianci International, Inc.
10.5*		Director Retainer Agreement, dated August 27, 2021, by and between Yee Man Yung and Tianci International, Inc.
10.6*		Director Retainer Agreement, dated August 27, 2021, by and between Weiyu Zhu and Tianci International, Inc.
14.1		Code of Ethics(4)
14.2		Insider Trading Policy(5)
14.3		Disclosure Policy(5)
24*		Power of Attorney
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99.1		Pre-Approval Procedures(6)
101.*		Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104.*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

______ 

* Filed herewith.

(1) Incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012.

(2) Incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015.

(3) Incorporated by reference to our Annual Report on Form 10-K filed on October 5, 2020.

(4) Incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2013.

(5) Incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2015.

(6) Incorporated by reference to our Current Report on Form 8-K filed on August 27, 2015

Item 16. Form 10-K Summary

Not applicable.

32

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, theretothereunto duly authorized.

 

	TIANCI INTERNATIONAL, INC.
	(Registrant)
Date:  October 20, 2023
Dated: October 31, 2022	/s/ Zhigang PeiShufang Gao
	Zhigang PeiBy: Shufang Gao
	Title: Chief Executive, Officer, Chief Financial Officer, Secretary and Director
	(Principal ExecutiveAccounting Officer and Principal Financial Officer)

 

Pursuant to

In accordance with the requirements of the Securities Exchange Act, of 1934, this reportReport has been signed below on October 20, 2023 by the following persons, on behalf of the registrantRegistrant and in the capacities and on the dates indicated.

 

Dated: October 31, 2022	/s/ Zhigang Pei
	Zhigang Pei
	Chief Executive Officer, Chief Financial Officer, Secretary and Director
	(Principal Executive Officer and Principal Financial Officer)
Dated: October 31, 2022	/s/ Shufang Gao
	Shufang Gao
	Director
Dated: October 31, 2022	/s/ David Wei Fang
	David Wei Fang
	Director
Dated: October 31, 2022	/s/ Jack Fan Liu
	Jack Fan Liu
	Director
Dated: October 31, 2022	/s/ Yee ManYung
	Yee ManYung
	Director
Dated: October 31, 2022	/s/Jimmy Weiyu Zhu
	Jimmy Weiyu Zhu
	Director

/s/ Shufang Gao

Shufang Gao, Director,

Chief Executive Officer, Chief Financial Officer

 

Representing all of the members/s/ Zhigang Pei

Zhigang Pei, Chairman of the Board of Directors.

 

* By	/s/  Zhigang Pei
	Zhigang Pei
	Attorney-in-Fact**

/s/ Ying Deng

Ying Deng, Director

 

** By authority of the power of attorney filed herewith/s/ David Wei Fang

David Wei Fang, Director

/s/ Jack Fan Liu

Jack Fan Liu, Director

/s/ Yee Man Yung

Yee Man Yung, Director

 

 

 

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