UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONCOMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OctoberJanuary 31, 20212022
Or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to __________________
Commission File Number 333-184061
TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 45-5540446 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
20 Holbeche Road,
| 2148 | |
| (Address of principal executive offices) | (Zip Code) |
| + |
| (Registrant’s telephone number, including area code) |
No. 45-2, Jalan USJ 21/10 Subang Jaya 47640 Selangor Darul Ehsan, Malaysia |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ YES☐ NO
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
| Emerging growth company | ☐ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
☒ YES ☐ NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
shares of common stock issued and outstanding as of December 8, 2020.March 9, 2022.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this quarterly report contains forward-looking statements. Such forward-looking 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 section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Quarterly Report on Form 10-Q 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, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
All references in this Form 10-Q to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.
| 2 |
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements |
TIANCI INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
| October 31, | July 31, | |||||||
| 2021 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 0 | $ | 3,951 | ||||
| Prepaid expenses | 10,500 | 14,000 | ||||||
| Total Current Assets | 10,500 | 17,951 | ||||||
| TOTAL ASSETS | $ | 10,500 | $ | 17,951 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 33,040 | $ | 9,896 | ||||
| Due to related parties | 0 | 333,165 | ||||||
| Total Current Liabilities | 33,040 | 343,061 | ||||||
| Total Liabilities | 33,040 | 343,061 | ||||||
| Commitments and Contingencies | 0 | 0 | ||||||
| SHAREHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | 0 | 0 | ||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | 245 | 245 | ||||||
| Additional paid-in capital | 1,477,022 | 1,127,306 | ||||||
| Accumulated deficit | (1,499,807 | ) | (1,452,661 | ) | ||||
| Total Shareholders' Deficit | (22,540 | ) | (325,110 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 10,500 | $ | 17,951 | ||||
| January 31, | July 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 0 | $ | 3,951 | ||||
| Prepaid expenses | 7,000 | 14,000 | ||||||
| Prepaid management compensation | 11,500 | 0 | ||||||
| Total Current Assets | 18,500 | 17,951 | ||||||
| TOTAL ASSETS | $ | 18,500 | $ | 17,951 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 21,190 | $ | 9,896 | ||||
| Due to related parties | 77,807 | 333,165 | ||||||
| Total Current Liabilities | 98,997 | 343,061 | ||||||
| Total Liabilities | 98,997 | 343,061 | ||||||
| Commitments and Contingencies | – | – | ||||||
| SHAREHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | 0 | 0 | ||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | 245 | 245 | ||||||
| Additional paid-in capital | 1,477,022 | 1,127,306 | ||||||
| Accumulated deficit | (1,557,764 | ) | (1,452,661 | ) | ||||
| Total Shareholders' Deficit | (80,497 | ) | (325,110 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 18,500 | $ | 17,951 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | ||||||||
| October 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | 0 | $ | 0 | ||||
| Operating Expenses | ||||||||
| General administrative expenses | 30,696 | 123 | ||||||
| Professional fees | 16,450 | 14,688 | ||||||
| Total Operating Expenses | 47,146 | 14,811 | ||||||
| Loss from Operations | (47,146 | ) | (14,811 | ) | ||||
| Loss before Income Taxes | (47,146 | ) | (14,811 | ) | ||||
| Provision for income taxes | 0 | 0 | ||||||
| Net Loss | $ | (47,146 | ) | $ | (14,811 | ) | ||
| Basic and diluted loss per common share | $ | (0.02 | ) | $ | (0.01 | ) | ||
| Basic and diluted weighted average common shares outstanding | 2,450,148 | 2,525,199 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Operating Expenses | ||||||||||||||||
| General administrative expenses | 45,964 | 238 | 76,660 | 361 | ||||||||||||
| Professional fees | 11,993 | 12,070 | 28,443 | 26,758 | ||||||||||||
| Total Operating Expenses | 57,957 | 12,308 | 105,103 | 27,119 | ||||||||||||
| Loss from Operations | (57,957 | ) | (12,308 | ) | (105,103 | ) | (27,119 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Other expenses | 0 | (11,381 | ) | 0 | (11,381 | ) | ||||||||||
| Total Other Income (Expense) | 0 | (11,381 | ) | 0 | (11,381 | ) | ||||||||||
| Loss before Income Taxes | (57,957 | ) | (23,689 | ) | (105,103 | ) | (38,500 | ) | ||||||||
| Provision for income taxes | 0 | 0 | 0 | 0 | ||||||||||||
| Net Loss | $ | (57,957 | ) | $ | (23,689 | ) | $ | (105,103 | ) | $ | (38,500 | ) | ||||
| Basic and diluted loss per common share | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.02 | ) | ||||
| Basic and diluted weighted average common shares outstanding | 2,450,148 | 2,450,148 | 2,450,148 | 2,487,674 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
For the Three and Six Months Ended OctoberJanuary 31, 20212022
| Common Stock | Additional | Total | ||||||||||||||||||
Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| 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 period | – | – | – | (47,146 | ) | (47,146 | ) | |||||||||||||
| Balance – October 31, 2021 | 2,450,148 | $ | 245 | $ | 1,477,022 | $ | (1,499,807 | ) | $ | (22,540 | ) | |||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Shareholders' | |||||||||||||||||
| Number of Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - July 31, 2021 | 2,450,148 | $ | 245 | $ | 1,127,306 | $ | (1,452,661 | ) | $ | (325,110 | ) | |||||||||
| Debt forgiveness by former related parties | – | – | 349,716 | – | 349,716 | |||||||||||||||
| Net loss for the period | – | – | – | (47,146 | ) | (47,146 | ) | |||||||||||||
| Balance - October 31, 2021 | 2,450,148 | 245 | 1,477,022 | (1,499,807 | ) | (22,540 | ) | |||||||||||||
| Net loss for the period | – | – | – | (57,957 | ) | (57,957 | ) | |||||||||||||
| Balance - January 31, 2022 | 2,450,148 | $ | 245 | $ | 1,477,022 | $ | (1,557,764 | ) | $ | (80,497 | ) | |||||||||
For the Three and Six Months Ended OctoberJanuary 31, 20202021
| Common Stock | Additional Paid-in | Accumulated | Total Shareholders' | |||||||||||||||||
| Number of Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance - July 31, 2020 | 4,751,718 | $ | 475 | $ | 1,127,076 | $ | (1,378,277 | ) | $ | (250,726 | ) | |||||||||
| Cancellation of common shares by related parties | (2,301,570 | ) | (230 | ) | 230 | – | – | |||||||||||||
| Net loss for the period | – | – | – | (14,811 | ) | (14,811 | ) | |||||||||||||
| Balance - October 31, 2020 | 2,450,148 | 245 | 1,127,306 | (1,393,088 | ) | (265,537 | ) | |||||||||||||
| Net loss for the period | – | – | – | (23,689 | ) | (23,689 | ) | |||||||||||||
| Balance - January 31, 2021 | 2,450,148 | $ | 245 | $ | 1,127,306 | $ | (1,416,777 | ) | $ | (289,226 | ) | |||||||||
| 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 period | – | – | – | (14,811 | ) | (14,811 | ) | |||||||||||||
| Balance – October 31, 2020 | 2,450,148 | $ | 245 | $ | 1,127,306 | $ | (1,393,088 | ) | $ | (265,537 | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | ||||||||
| October 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (47,146 | ) | $ | (14,811 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 3,500 | 3,000 | ||||||
| Accounts payable and accrued liabilities | 23,144 | 723 | ||||||
| Net cash used in operating activities | (20,502 | ) | (11,088 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related parties | 17,753 | 11,088 | ||||||
| Repayment to related parties | (1,202 | ) | 0 | |||||
| Net cash provided by financing activities | 16,551 | 11,088 | ||||||
| Net change in cash | (3,951 | ) | 0 | |||||
| Cash - beginning of period | 3,951 | 3,968 | ||||||
| Cash - end of period | $ | 0 | $ | 3,968 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Cash paid for interest | $ | 0 | $ | 0 | ||||
| Cash paid for income taxes | $ | 0 | $ | 0 | ||||
| Non-cash financing and investing activities | ||||||||
| Cancellation of common shares | $ | 0 | $ | 230 | ||||
| Debt forgiveness by related parties | $ | 349,716 | $ | 0 | ||||
| Six Months Ended | ||||||||
| January 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (105,103 | ) | $ | (38,500 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 7,000 | 6,000 | ||||||
| Prepaid management compensation | (11,500 | ) | 0 | |||||
| Accounts payable and accrued liabilities | 11,294 | (7,061 | ) | |||||
| Net cash used in operating activities | (98,309 | ) | (39,561 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related parties | 95,560 | 39,561 | ||||||
| Repayment to related parties | (1,202 | ) | 0 | |||||
| Net cash provided by financing activities | 94,358 | 39,561 | ||||||
| Net change in cash | (3,951 | ) | 0 | |||||
| Cash - beginning of period | 3,951 | 3,968 | ||||||
| Cash - end of period | $ | 0 | $ | 3,968 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Cash paid for interest | $ | 0 | $ | 0 | ||||
| Cash paid for income taxes | $ | 0 | $ | 0 | ||||
| Non-cash financing and investing activities | ||||||||
| Cancellation of common shares | $ | 0 | $ | 230 | ||||
| Debt forgiveness by related parties | $ | 349,716 | $ | 0 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statement
TIANCI INTERNATIONAL, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS
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, the Company is a holding company and has not carried out substantive business operations of its own. The Company’s fiscal year end is July 31.
Change of control
Effective August 6, 2021, Tianci International, Inc., Chuah Su Mei, the Company’s 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. The sale of the Shares consummated on August 26, 2021. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company.
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. 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, 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
As of OctoberJanuary 31, 2021,2022, the Company had nil in cash held in trust. The Company had incurred a net loss of $47,146105,103 and used $20,50298,309 in cash for operating activities for the threesix months ended OctoberJanuary 31, 2021.2022.
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. These matters 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 is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2021, filed on October 25, 2021.
The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
Results of the threesix months ended OctoberJanuary 31, 20212022 are not necessarily indicative of the results that may be expected for the year ended July 31, 2022 and any other future periods.
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. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $0and $3,951in cash and cash equivalents as of OctoberJanuary 31, 20212022, and July 31, 2021, respectively.
Fair Value Measurements
The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued and their potential effect on ourthe financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed financial statements.
NOTE 4 – DUE TO RELATED PARTIES
During the threesix months ended OctoberJanuary 31, 2022 and 2021, the former and 2020, a former shareholdercurrent shareholders of the Company advanced $ and $ for working capital purpose, respectively.
| 9 |
During the threesix months ended OctoberJanuary 31, 20212022 and 2020,2021, the Company repaid $ and $ 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.
As of October 31, 2021, and July 31, 2021, the Company owed $0 and $333,165, respectively, to related parties. This loan was non-interest bearing and due on demand.
During the threesix months ended OctoberJanuary 31, 2021,2022, the Company accrued $30,60076,500 for the compensation of its CEO and five directors. During the six months ended January 31, 2022, the Company paid six months’ salary of $69,000 to the five directors. As of January 31, 2022, the Company owed $19,000 unpaid compensation to the CEO, which was included in accounts payable and accrued liabilities, and prepaid the amount of $11,500 for compensation to the five directors.
As of January 31, 2022 and July 31, 2021, the Company owed $77,807 and $333,165 to related parties, respectively. These loans were unsecured, none-interest bearing, and due on demand.
NOTE 5 - EQUITY
Preferred Stock
The Company has authorized preferred shares with a par value of $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 shares of preferred stock issued and outstanding as of OctoberJanuary 31, 20212022 and July 31, 2021.
Common Stock
The Company has authorized common shares with a par value of $ per share.
As of OctoberJanuary 31, 2021,2022, and July 31, 2021, there were shares of common stock issued and outstanding.
NOTE 6- SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of OctoberJanuary 31, 20212022 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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 No. A1111, Huafeng Financial Port, 1003, Xin’an Sixth20 Holbeche Road Bao’an District, Shenzhen, Guangdong Province, P.R.C.Arndell Park, NSW, Australia, 2148. Our telephone number is +86-13926561348.+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“2017 Reverse Stock Split”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.
On August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”“SPA”) with Shifang Wan (the “Seller”“Seller”), the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”“Purchasers”, and together with the Company and the Seller, the “Parties”“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.
Effective August 6, 2021, Tianci International, Inc., a Nevada corporation (“we,” “us,“us,” or the “Company”“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“Stock Purchase Agreement”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”“Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”“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”“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. The then current directors and officers also forgave all debts owed by the Company to them and their affiliates.
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.
| 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 officers has a direct family relationship with any of the Company’s directors or executive officers.
Limited Operating History; Need for Additional Capital
We have had limited operations 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 we will be successful in 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 business for the next 12 months.
We have no assurance that future financing will be available to us on acceptable terms, or 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 OctoberJanuary 31, 2020,2022, the Company had working capital deficit of $265,537 $80,497 and has incurred losses since its inception resulting in an accumulated deficit of $1,393,088.$1,557,764. 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 upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations 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.
Results of Operations
The following table provides selected financial data about our Company as of OctoberJanuary 31, 20212022 and July 31, 2021 and for the threesix months ended OctoberJanuary 31, 20212022 and 2020.2021.
| 12 |
Balance Sheet Data
| October 31, | July 31, | |||||||||||||||||||||||
| 2021 | 2021 | Change | January 31, | July 31, | ||||||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||||||||||
| Cash | $ | – | $ | 3,951 | $ | (3,951 | ) | $ | – | $ | 3,951 | $ | (3,951 | ) | ||||||||||
| Total assets | $ | 10,500 | $ | 17,951 | $ | (7,451 | ) | 18,500 | 17,951 | 549 | ||||||||||||||
| Total liabilities | $ | 33,040 | $ | 343,061 | $ | (310,021 | ) | 98,997 | 343,061 | (244,064 | ) | |||||||||||||
| Stockholders' deficit | $ | (22,540 | ) | $ | (325,110 | ) | $ | 302,570 | $ | (80,497 | ) | $ | (325,110 | ) | $ | 244,613 | ||||||||
Summary Income Statement Data
Three Months Ended OctoberJanuary 31, 2021,2022, Compared to Three Months Ended OctoberJanuary 31, 20202021
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||
| October 31, | January 31, | |||||||||||||||||||||||
| 2021 | 2020 | Change | 2022 | 2021 | Change | |||||||||||||||||||
| Net Revenue | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | ||||||||||||
| Total Operating Expenses | 47,146 | 14,811 | 32,335 | 57,957 | 12,308 | 45,649 | ||||||||||||||||||
| Loss From Operations | 47,146 | 14,811 | 32,335 | 57,957 | 12,308 | 45,649 | ||||||||||||||||||
| Other Expenses | 11,381 | (11,381 | ) | |||||||||||||||||||||
| Net Loss | $ | 47,146 | $ | 14,811 | $ | 32,335 | $ | 57,957 | $ | 23,689 | $ | 34,268 | ||||||||||||
Revenue. During the three months ended OctoberJanuary 31, 2021,2022, and 2020,2021, we did not generate any revenues.
Operating Expenses. Operating expenses were $47,146$57,957 and $14,811$12,308 for the three months ended OctoberJanuary 31, 2022 and 2021, respectively. Operating expenses mainly consisted of professional fees and 2020,general administrative expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.
Loss from Operations. For the three months ended January 31, 2022, and 2021, we incurred a loss from operations of $57,957 and $12,308, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.
Other expenses. For the three months ended January 31, 2022, and 2021, we incurred other expenses of $0 and $11,381, respectively. Other expenses consisted of an income tax penalty.
Net Loss. For the three months ended January 31, 2022, and 2021, we incurred a net loss of $57,957 and $23,689, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.
| 13 |
Six Months Ended January 31, 2022, Compared to Six Months Ended January 31, 2021
| Six Months Ended | ||||||||||||
| January 31, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Net Revenue | $ | – | $ | – | $ | – | ||||||
| Total Operating Expenses | 105,103 | 27,119 | 77,984 | |||||||||
| Loss From Operations | 105,103 | 27,119 | 77,984 | |||||||||
| Other Expenses | – | 11,381 | (11,381 | ) | ||||||||
| Net Loss | $ | 105,103 | $ | 38,500 | $ | 66,603 | ||||||
Revenue. During the six months ended January 31, 2022, and 2021, we did not generate any revenues.
Operating Expenses. Operating expenses were $105,103 and $27,119 for the six months ended January 31, 2022 and 2021, respectively. Operating expenses mainly consisted of executive compensation, professional fees, and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.
Loss from Operations. For the threesix months ended OctoberJanuary 31, 2021,2022, and 2020,2021, we incurred a loss from operations of $47,146105,103 and $14,811,$27,119, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.
Other expenses. For the six months ended January 31, 2022, and 2021, we incurred other expenses of $0 and $11,381, respectively. Other expenses consisted of an income tax penalty.
Net Loss. For the threesix months ended OctoberJanuary 31, 2021,2022, and 2020,2021, we incurred a net loss of $47,146105,103 and $14,811,$38,500, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.
Liquidity and Capital Resources
Working Capital
| October 31, | July 31, | January 31, | July 31, | |||||||||||||||||||||
| 2021 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||
| Current Assets | $ | 10,500 | $ | 17,951 | $ | (7,451 | ) | $ | 18,500 | $ | 17,951 | $ | 549 | |||||||||||
| Current Liabilities | 33,040 | 343,061 | (310,021 | ) | 98,997 | 343,061 | (244,064 | ) | ||||||||||||||||
| Working Capital (Deficiency) | $ | (22,540 | ) | $ | (325,110 | ) | $ | 302,570 | $ | (80,497 | ) | $ | (325,110 | ) | $ | 244,613 | ||||||||
As of OctoberJanuary 31, 2021,2022, we had a working capital deficit of $22,54080,497 as compared to $325,110 as of July 31, 2021. The decrease in working capital deficit was mainly due to a decrease in amounts due to related parties.
| 14 |
Cash Flows
| Three Months Ended | Six Months Ended | |||||||||||||||
| October 31, | January 31, | |||||||||||||||
| 2021 | 2020 | 2022 | 2021 | |||||||||||||
| Cash used in operating activities | $ | (20,502 | ) | $ | (11,088 | ) | $ | (98,309 | ) | $ | (39,561 | ) | ||||
| Cash provided by investing activities | $ | – | $ | – | – | – | ||||||||||
| Cash provided by financing activities | $ | 16,551 | $ | 11,088 | 94,358 | 39,561 | ||||||||||
| Net change in cash and cash equivalents | $ | (3,951 | ) | $ | – | $ | (3,951 | ) | $ | – | ||||||
Cash Flows from Operating Activities
During the threesix months ended OctoberJanuary 31, 2021,2022, net cash used in operating activities was $20,502,$98,309, compared to $11,088$39,561 for the threesix months ended OctoberJanuary 31, 2020.2021. The increase in net cash used in operating activities was mainly due to the increase in net loss offset by an increase in accounts payables and accrued liabilities.
Cash Flows from Investing Activities
During the threesix months ended OctoberJanuary 31, 20212022 and 2020,2021, we had no cash flow from investing activities.
Cash Flows from Financing Activities
During the threesix months ended OctoberJanuary 31, 2021,2022, net cash provided by financing activities was $16,551,$94,358, compared to $11,088$39,561 for the threesix months ended OctoberJanuary 31, 2020.2021. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result 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.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of OctoberJanuary 31, 2021.2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
| · | Because of the company’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 two persons, 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 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. |
Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended OctoberJanuary 31, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
| Item 1A. | Risk Factors |
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not Applicable.
| Item 5. | Other Information |
Employment Agreement with Zhigang PeiNone
On August 27, 2021, we entered into an Employment Agreement with Zhigang Pei (the “Pei Employment Agreement”), our director and sole executive officer whereby Mr. Pei agreed to serve our Executive Director at a monthly rate of $3,800. The Pei Employment Agreement expires on August 26, 2024, unless earlier terminated by death, resignation or removal.
We are entitled to terminate the Pei 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 Pei Employment Agreement. Upon a termination for “cause,” Pei shall not be entitled to any severance or other benefits under the Pei Employment Agreement but shall be entitled to receive accrued base salary.
If the Pei Employment Agreement is terminated due to the executive’s death or disability, the executive shall be entitled to receive accrued base salary.
If the Pei 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 Pei 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 executive will receive a lump sum payment equal to 12 months of base salary.
The foregoing description of the Pei Employment Agreement is qualified in its entirety by reference to the Pei Employment Agreement, which is filed as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.
Director Retainer Agreements with Our Independent Directors
On August 27, 2021, each of our two directors Shufang Gao, David Wei Fang and three independent directors Jack Fan Liu, 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 3800 for each director and USD 1300 for each independent director, respectively. The Director Retainer Agreements contain normal and customary terms including provisions relating to indemnification and confidentiality. A form of the Director Retainer Agreement is filed as Exhibit 10.2 to this Quarterly Report and incorporated herein by reference.
| 17 |
| Item 6. | 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 (1) | |
| 4.2 | Description of Securities (3) | |
| 10.1* | Employment Agreement, dated August 27,2021, by and between Zhigang Pei and Tianci International, Inc.(4) | |
| 10.2* | Form of Director Retainer Agreement(4) | |
| 14.1 | Code of Ethics | |
| 14.2 | Insider Trading Policy | |
| 14.3 | Disclosure Policy | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 99.1 | Pre-Approval Procedures | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 in iXBRL, and included in exhibit 101). |
______
* 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 Exhibit 4.2 of our Annual Report on Form 10-K filed on October 10, 2020.
(4) Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q filed on December 14, 2021.
(5) Incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013.
(5)(6) Incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015.
(6)(7) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2015
| 18 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TIANCI INTERNATIONAL, INC. | ||
| (Registrant) | ||
| Dated: | /s/ Zhigang Pei | |
| Zhigang Pei | ||
| Chief Executive Officer, Chief Financial Officer, Secretary and Director | ||
| (Principal Executive Officer) | ||
| 19 |