Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONU. S. Securities and Exchange Commission

Washington, D.C.D. C. 20549

 

FormFORM 10-Q

(Mark One)

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

For the quarterly period ended January 31, 20222023

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 No. 333-184061

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

NevadaTIANCI INTERNATIONAL, INC. 
(Exact Name of Registrant in its Charter)
45-5540446Nevada45-5440446
(State or other jurisdictionOther Jurisdiction of incorporation or organization)(IRSI.R.S. Employer IdentificationI.D. No.)

 

20 Holbeche Road, Arndell Park, NSW,, Australia2148

 2148

(Address of principal executive offices)Principal Executive Offices)

Issuer’s Telephone Number: 61-02-9672-1899
 (Zip Code)

+61-02 9672 1899
(Registrant’sRegistrant'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 classTrading Symbol(s)SymbolName of each exchange on which registered
N/ANoneN/ANoneN/ANot Applicable

 

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 ☒ YESNo ☐ 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   ☒ YESNo  ☐ 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,”filer”, “smaller reporting company,”company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerFiler ☐Accelerated filerFiler ☐
Non-accelerated filerFiler☒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 Sectionsection 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 ☒ YESNo ☐ NO          

 

2,450,148APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, issued and outstanding as of the latest practicable date:

March 9, 2022.7, 2023

Common Voting Stock: 5,903,481

 

   

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

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.FOR THE FISCAL QUARTER ENDED JANUARY 31, 2023

 

 

 

2

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATIONPart I. Financial Information4Page No.
Item 1.Financial Statements (unaudited):1
Condensed Balance Sheets – January 31, 2023 (Unaudited) and July 31, 20221
Condensed Statements of Operations (Unaudited) - for the Three and Six Months Ended January 31, 2023 and 20222
Condensed Statement of Changes in Stockholders' Deficit (Unaudited) for the Three and Six Months Ended January 31, 2023 and 20223
Condensed Statements of Cash Flows (Unaudited) – for the Six Months Ended January 31, 2023 and 20224
Notes to Condensed Financial Statements (Unaudited)5
Item 2.       Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations11
Item 3.       Quantitative and Qualitative Disclosures About Market Risk15
Item 4.       Controls and Procedures159
  
PART II - OTHER INFORMATIONItem 3.17Quantitative and Qualitative Disclosures about Market Risk12
Item 4.Controls and Procedures13
Part II. Other Information
Item 1.Legal Proceedings1714
Item 1A.Risk Factors1714
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1714
Item 3.Defaults Upon Senior Securities1714
Item 4.Mine Safety Disclosures1714
Item 5.       Other Information17
Item 6.       Exhibits18
Item 5.SIGNATURESOther Information14
19Item 6.Exhibits14
Signatures15

 

 

 

 3i 

 

 

PART I  -–  FINANCIAL INFORMATION

 

ITEM 1Item 1.FINANCIAL STATEMENTSFinancial Statements

TIANCI INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

  January 31,  July 31, 
  2023  2022 
ASSETS        
Current Assets        
Cash $13,164  $9,000 
Prepaid expenses  250   1,750 
Prepaid management compensation  –   11,500 
Total Current Assets  13,414   22,250 
         
TOTAL ASSETS $13,414  $22,250 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities        
Accounts payable and accrued liabilities (including unpaid accrued compensation to officers and directors of $120,800 and $41,800, respectively) $123,928  $50,499 
Due to related parties  250,909   194,888 
Total Current Liabilities  374,837   245,387 
         
Total Liabilities  374,837   245,387 
         
Commitments and Contingencies  –   – 
         
STOCKHOLDERS' DEFICIT        
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 and 0 shares issued and outstanding as of January 31, 2023 and July 31, 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; 2,450,148 shares issued and outstanding  245   245 
Additional paid-in capital  1,501,014   1,477,022 
Accumulated deficit  (1,862,690)  (1,700,404)
Total Stockholders' Deficit  (361,423)  (223,137)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $13,414  $22,250 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

         
  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, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding  0   0 
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  (1,557,764)  (1,452,661)
Total Shareholders' Deficit  (80,497)  (325,110)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $18,500  $17,951 

 

1

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

             
  Three Months Ended  Six Months Ended 
  January 31,  January 31, 
  2023  2022  2023  2022 
             
Revenues $–  $–  $–  $– 
                 
Operating Expenses                
General and administrative expenses  45,086   45,964   91,377   76,660 
Professional fees  60,133   11,993   70,909   28,443 
Total Operating Expenses  105,219   57,957   162,286   105,103 
                 
Loss from Operations  (105,219)  (57,957)  (162,286)  (105,103)
                 
Other Income (Expense)                
Other expenses  –   –   –   – 
Total Other Income (Expense)  –   –   –   – 
                 
Loss before Income Taxes  (105,219)  (57,957)  (162,286)  (105,103)
Provision for income taxes  –   –   –   – 
Net Loss $(105,219) $(57,957) $(162,286) $(105,103)
                 
Basic and diluted loss per common share $(0.04) $(0.02) $(0.07) $(0.04)
Basic and diluted weighted average common shares outstanding  2,450,148   2,450,148   2,450,148   2,450,148 

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

 

 

2

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three and Six Months Ended January 31, 2023

                             
  Common Stock  Series A Preferred Stock  Additional     Total 
  Number of Shares  Amount  Number of Shares  Amount  

Paid-in

Capital

  

Accumulated

Deficit

  

Shareholders’

Deficit

 
                      
Balance - July 31, 2022  2,450,148  $245   –  $–  $1,477,022  $(1,700,404) $(223,137)
Net loss for the period  –   –   –   –   –   (57,067)  (57,067)
Balance - October 31, 2022  2,450,148   245   –   –   1,477,022   (1,757,471)  (280,204)
Net loss for the period  –   –   –   –   –   (105,219)  (105,219)
Sale of preferred shares  –   –   80,000   8   23,992   –   24,000 
Balance - January 31, 2023  2,450,148  $245   80,000  $8  $1,501,014  $(1,862,690) $(361,423)

For the Three and Six Months Ended January 31, 2022

                        
  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 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)

The accompanying notes are an integral part of these unaudited condensed financial statements

3

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

       
  Six Months Ended 
  January 31, 
  2023  2022 
       
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(162,286) $(105,103)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities:        
Prepaid expenses  1,500   7,000 
Prepaid management compensation  11,500   (11,500)
Accounts payable and accrued liabilities  73,429   11,294 
Net cash used in operating activities  (75,857)  (98,309)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related parties  56,021   95,560 
Repayment to related parties  –   (1,202)
Sale of preferred shares  24,000   – 
Net cash provided by financing activities  80,021   94,358 
         
Net change in cash  4,164   (3,951)
Cash - beginning of period  9,000   3,951 
Cash - end of period $13,164  $– 
         
Supplemental Cash Flow Disclosures        
Cash paid for interest $–  $– 
Cash paid for income taxes $–  $– 
         
Non-cash financing and investing activities        
Debt forgiveness by related parties $–  $349,716 

The accompanying notes are an integral part of these unaudited condensed financial statement

 

 

 4 

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONSNotes To Condensed Financial Statements

(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 January 31, 2023 and 2022

(Unaudited)

                     
  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 January 31, 2021

  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)

The accompanying notes are an integral part of these unaudited condensed financial statements

6

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

         
  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

7

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, theThe Company is a holding company and, has not carried out substantiveas of January 31, 2023, it had no subsidiaries and no business operations of its own.operations. 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 January 31, 2022,2023, the Company had nil$13,164 in cash held in trust.cash. The Company had incurred a net loss of $105,103 162,286and used $98,309 75,857in cash for operating activities forduring the six months ended January 31, 2022.2023.

 

The Company’s insignificant cash balance at January 31, 2023 and its absence of 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 raiseraised substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improveconcern absent a significant change in 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 equityfinancial condition 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 tobusiness. Effective March 3, 2023, the Company on satisfactory termsacquired the capital stock of RQS United Group Limited, which owns 90% of the equity in Roshing International Co., Ltd., which is engaged in the business of distributing electronic components and conditions, if at all.providing software services. (See: Note 6 “Subsequent Events”.)

 

The ability of the Company to continue as a going concern is dependentwill depend upon its ability to raisewhether Roshing International Co., Ltd. can operate profitably and whether the Company’s management can expand the operations of Roshing International and/or complement them with additional capital and continue profitable operations.acquisitions, as well as attract such financing as may be necessary for such business expansion. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

8

 

NOTE 3 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim financial information referred to above has been prepared and presented in U.S. dollars 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. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. 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, 2021,2022, 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.31, 2022.

 

Results of the six months ended January 31, 20222023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2022 and2023 or any other future periods.

5

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

 

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 threesix months or less. The Company had $013,164 and $3,9519,000 in cash and cash equivalents as of January 31, 2022,2023, and July 31, 2021,2022, respectively.

 

Fair Value Measurements

 

The carrying amounts of the Company’s financial instruments, including cash and accounts payable and accrued liabilities, approximate fair value because of their short maturities.

  

Recent Accounting Pronouncements

 

Management has considered all recentrecently issued 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 condensed financial statements.

 

NOTE 4 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

 

During the six months ended January 31, 2022 and 2021, the former and current shareholders of the Company advanced $95,560 and $39,561 for working capital purpose, respectively.Due to related parties consist of:

Schedule of due to related parties January 31,  July 31, 
  2023  2022 
Due to Zhigang Pei, Tianci chief executive officer from August 26, 2021 to January 27, 2023 $220,909  $194,888 
         
Due to RQS Capital Limited, an entity which by its acquisition of 80,000 shares of the Company’s Series A Preferred Stock on January 27,2023 has voting control of the Company  30,000   – 
         
TOTAL $250,909  $194,888 

 

9

During the six months ended January 31, 2022These liabilities are unsecured, non-interest bearing, and 2021, the Company repaid $1,202 and $0due to a former shareholder of the Company, respectively.on demand.

 

On August 26, 2021, and pursuant to thea 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.paid-in-capital during the quarter ended October 31, 2021.

 

DuringEmployment agreements and director retainer agreements

On August 27, 2021, the Company executed three employment agreements and three 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 $3,900 per month.

For the six months ended January 31, 2023 and 2022, the Companywe accrued $76,500 for themanagement compensation of its CEO and five directors. During the six months ended January 31, 2022, the Company paid six months’ salaryexpenses 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 $77,80790,500 and $333,16576,500 to related parties,, respectively. These loans were unsecured, none-interest bearing,amounts are included in “general and due on demand.administrative expenses” in the accompanying condensed statement of operations.

6

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

 

NOTE 5 -– 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 January 31, 2023, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

         
Class Shares Authorized  Shares Outstanding 
Common Stock, $.0001 par value  100,000,000   2,450,148 
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 Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share. The Board of Directors are authorizedhas the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the authorized sharesclass of undesignated Preferred Stock into one or more series, eachand to determine the relative rights and preferences of which shall be so designated as to distinguish the shares thereof from the shares of all othereach series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and classes.

There were 0the 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 preferred stockanother series or class, if the shares of any series are issued and outstanding aswith the privilege of January 31, 2022 and July 31, 2021.conversion.

 

Common StockEquity Transactions

 

On January 27, 2023, the Company sold 80,000 shares of Series A Preferred Stock to RQS Capital Limited. The Company has 100,000,000 authorized common shares withwere sold for a par valuecash payment of $0.0001 per share.$24,000.

 

As of

7

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2022,2023 and July 31, 2021, there were 2,450,148 shares of common stock issued and outstanding.2022

(Unaudited)

 

NOTE 6-6 – SUBSEQUENT EVENTS

 

Incorporation of Subsidiary Company

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

Sale of Common Stock

On March 1, 2023 the Company entered into agreements to sell a total of 1,253,333 shares of our common stock to 13 investors for a price of U.S.$0.30 per share, i.e. an aggregate price of U.S. $376,000). The shares were issued in a private offering to investors that were acquiring the shares each for his or her own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act. The sale was also exempt from registration pursuant to Rule 902(1)(i) of Regulation S, as the purchasers were non-U.S. persons and Rule 903 was complied with.

Acquisition of RQS United Group Limited.

On March 3, 2023 the Company has evaluated subsequent events throughentered into a Share Exchange Agreement with RQS United Group Limited (“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the datesole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 90% of the equity in Roshing International Co., Ltd. (“Roshing”), which is engaged in the financial statements were availablebusiness of 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 Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing.

Prior to the Share Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Company ceased to be issued. All subsequent events requiring recognition as of January 31, 2022 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.”a shell company.

* * * *

 

 

 

 

 

 

 

 

 

 108 

 

 

ITEM 2.Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement's Discussion and Analysis of Financial Condition and Results of Operations

 

OverviewOverview; Termination of Shell Company Status

 

We are currentlyFrom October 2016 until March 3, 2023 Tianci was a “shell company” withshell company, as defined in Rule 12b-2 under the Exchange Act. It had no meaningful assets or operations other than our efforts to identifysubsidiaries and merge withno business operations. On March 3, 2023, however, we acquired the outstanding capital stock of RQS United Group Limited ("RQS United"). RQS United owns 90% of the capital stock of Roshing International Co., Ltd. (“Roshing”), 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, 2148. 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.

On August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “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”, 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.

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 holdsacquisition, we ceased to be 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.shell company.  

 

Upon the closing of the Transaction,Roshing was incorporated on August 26, 2021, the then current directorsJune 22, 2011 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.

11

Concurrently with such resignation, the following individuals were appointed to serveis engaged 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.

NameOffice
Zhigang PeiChief Executive Officer, Chief Financial Officer, Secretary and Director
Shufang GaoDirector
David Wei FangDirector
Jack Fan LiuIndependent director
Yee ManYungIndependent director
Jimmy Weiyu ZhuIndependent 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 stockcomponents to manufacturers of electronic devices as well as development of software and loans fromwebsites, technical consulting, and providing maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong, although it realizes a substantial portion of its software development and related party, as the sole source of funds for our future operations.services revenue in Singapore.

 

There is no historicalFor information regarding the business carried on by Roshing, including the consolidated financial information about us upon which to base an evaluationresults 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 businessRQS United for the next 12 months.

We have no assurance that future financing will be available to uspast two fiscal years and subsequent interim period, please see the Current Report on acceptable terms, or at all. If financing is not availableForm 8-K filed by Tianci 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 January 31, 2022, the Company had working capital deficit of $80,497 and has incurred losses since its inception resulting in an accumulated deficit of $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.March 6, 2023.

 

Results of Operations

 

The following table provides selected financial data about our CompanyTianci as of January 31, 20222023 and July 31, 2021 2022 and for the six months ended January 31, 20222023 and 2021.2022.

 

Balance Sheet Data

  January 31,  July 31,    
  2023  2022  Change 
          
Cash $13,164  $9,000  $4,164 
Total assets  13,414   22,250   (8,836)
Total liabilities  374,837   245,387   129,450 
Stockholders' deficit $(361,423) $(223,137) $(138,286)

Summary Income Statement Data

Three Months Ended January 31, 2023, Compared to Three Months Ended January 31, 2022

  Three Months Ended    
  January 31    
  2023  2022  Change 
Net Revenue $–  $–  $– 
Total Operating Expenses  105,219   57,957   47,262 
Loss From Operations  (105,219)  (57,957)  (47,262)
Net Loss $(105,219) $(57,957) $(47,262)

 

 

 

 129 

 

Balance Sheet Data

  January 31,  July 31,    
  2022  2021  Change 
Cash $–  $3,951  $(3,951)
Total assets  18,500   17,951   549 
Total liabilities  98,997   343,061   (244,064)
Stockholders' deficit $(80,497) $(325,110) $244,613 

Summary Income Statement Data

Three Months Ended January 31, 2022, Compared to Three Months Ended January 31, 2021

  Three Months Ended    
  January 31,    
  2022  2021  Change 
Net Revenue $–  $–  $– 
Total Operating Expenses  57,957   12,308   45,649 
Loss From Operations  57,957   12,308   45,649 
Other Expenses      11,381   (11,381)
Net Loss $57,957  $23,689  $34,268 

 

Revenue. During the three months ended January 31, 2022,2023, and 2021,2022, we did not generate any revenues.

 

Operating Expenses. Operating expenses were $57,957$105,219 and $12,308$57,957 for the three months ended January 31, 20222023 and 2021,2022, respectively. Operating expenses mainly consisted of professional fees, executive compensation and general administrativeoffice and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.accounting and legal related professional fees.

 

Loss from Operations. For the three months ended January 31, 2022,2023, and 2021,2022, we incurred a loss from operations of $57,957 $105,219 and $12,308,$57,957, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

expenses. 

Other expenses.

Net Loss. For the three months ended January 31, 2022,2023, 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 $105,219 and $23,689,$57,957, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.expenses.

 

13

Six Months Ended January 31, 2022,2023, Compared to Six Months Ended January 31, 20212022

 Six Months Ended    Six Months Ended   
 January 31,    January 31,   
 2022 2021 Change  2023 2022 Change 
Net Revenue $–  $–  $–  $–  $–  $– 
Total Operating Expenses  105,103   27,119   77,984   162,286   105,103   57,183 
Loss From Operations  105,103   27,119   77,984   (162,286)  (105,103)  (57,183)
Other Expenses  –   11,381   (11,381)  –   –   – 
Net Loss $105,103  $38,500  $66,603  $(162,286) $(105,103) $(57,183)

 

Revenue. During the six months ended January 31, 2022,2023, and 2021,2022, we did not generate any revenues.

 

Operating Expenses. Operating expenses were $105,103$162,286 and $27,119$105,103 for the six months ended January 31, 20222023 and 2021,2022, 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.accounting and legal related professional fees.

 

Loss from Operations. For the six months ended January 31, 2022,2023, and 2021,2022, we incurred a loss from operations of $105,103 $162,286 and $27,119,$105,103, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.expenses.

 

Other expenses. For the six months ended January 31, 2023, and 2022, and 2021, we incurreddid not incur any other expenses of $0 and $11,381, respectively.expenses. Other expenses consisted of an income tax penalty.

 

Net Loss. For the six months ended January 31, 2022,2023, and 2021,2022, we incurred a net loss of $105,103 $162,286 and $38,500,$105,103, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.expenses.

10

 

Liquidity and Capital Resources

 

Working Capital

 

 January 31, July 31,    January 31, July 31,    
 2022 2021 Change  2023  2022  Change 
Current Assets $18,500  $17,951  $549  $13,414  $22,250  $8,836)
Current Liabilities  98,997   343,061   (244,064)  374,837   245,387   129,450 
Working Capital (Deficiency) $(80,497) $(325,110) $244,613  $(361,423) $(223,137) $(138,286)

 

As of January 31, 2022,2023, we had a working capital deficit of $80,497 $361,423 as compared to $325,110a working capital deficit of $223,137 as of July 31, 2021.2022. The decreaseincrease in working capital deficit was mainly due to a decreasethe increase in amountsaccounts payable and accrued liabilities and due to related parties.

14

 

Cash Flows

 

 Six Months Ended  Six Months Ended 
 January 31,  January 31, 
 2022 2021  2023  2022 
Cash used in operating activities $(98,309) $(39,561) $(75,857) $(98,309)
Cash provided by investing activities  –   –   –   – 
Cash provided by financing activities  94,358   39,561   80,021   94,358 
Net change in cash and cash equivalents $(3,951) $–  $4,164  $(3,951)

 

Cash FlowsFlow from Operating Activities

 

During the six months ended January 31, 2022,2023, net cash used in operating activities was $98,309,$75,857, compared to $39,561$98,309 for the six months ended January 31, 2021. 2022. The increasedecrease in net cash used in operating activities was mainly due to the increase in net lossaccounts payable and accrued liabilities offset by anthe increase in accounts payables and accrued liabilities.net loss.

 

Cash FlowsFlow from Investing Activities

 

During the six months ended January 31, 2023 and 2022, and 2021, we had no cash flow from investing activities.

 

11

Cash FlowsFlow from Financing Activities

 

During the six months ended January 31, 2022,2023, net cash provided by financing activities was $94,358,$80,021, compared to $39,561$94,358 for the six months ended January 31, 2021.2022. The increasedecrease in net cash provided by financing activities was mainly due to the increasedecrease in proceeds from related parties.parties offset by cash received from the sale of preferred shares.

On January 27, 2023, we 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 our capital on behalf of RQS Capital Limited by members of its management. 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. The 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. The Series A Preferred Stock purchased by RQS Capital Limited helds 76.55% of the aggregate voting power of the Company on January 27, 2023. As a result of its ownership of the Series A Shares, RQS Capital holds a controlling interest in the Company.

 

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.resources.

 

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.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.

ITEM 3Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk

 

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

 

12

ITEM 4Item 4.CONTROLS AND PROCEDURESControls 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.

 

15

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 January 31, 2022.2023. 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,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 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 January 31, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 1613 

 

 

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.

None.
Item 1A.1ARisk Factors

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

As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2.2Unregistered SalesSale of Equity Securities and Use of Proceeds

None.

(a) Unregistered sales of equity securities
There were no unregistered sales of equity securities by the Company during the second quarter of fiscal year 2023, other than those reported in Current Reports on Form 8-K.
(c) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the second quarter of fiscal year 2023.
Item 3.Defaults Upon Senior Securities.

None.

Item 4.Mine Safety Disclosures

Not Applicable.

Item 5.Other Information

None

 17None.
 

Item 6.4.Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6.Exhibits

  

Exhibit

Number

31-a(1)Rule 13a-14(a) Certification of CEO
 Description31-a(2)Rule 13a-14(a) Certification of ExhibitCFO
3.132-a(1)ArticlesRule 13a-14(b) Certification of IncorporationCEO(1)
3.232-a(2)ArticlesRule 13a-14(b) Certification of AmendmentCFO(2)
3.3Bylaws(1)
4.1Form of common stock certificate(1)
4.2Description 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)
14.1Code of Ethics(5)
14.2Insider Trading Policy(6)
14.3Disclosure Policy(6)
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
99.1Pre-Approval Procedures (7)
101.INSInline XBRL Instance Document (theDocument—the instance document does not appear in the Interactive Data File becauseas its XBRL tags are embedded within the Inline XBRL document)document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formattedpage formatted as inline XBRL and contained in iXBRL, and included in exhibit 101).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.

(6) Incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015.

(7) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2015

 

 

 

 

 

 

 

 1814 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this reportReport to be signed on its behalf by the undersigned thereunto duly authorized.

 

 TIANCI INTERNATIONAL, INC.
  
(Registrant)Date: March 7, 2023

By: /s/ Shufang Gao

Shufang Gao, Chief Executive Officer

TIANCI INTERNATIONAL, INC.
  
Dated:Date: March 14, 20227, 2023

By: /s/ Zhigang Pei

Zhigang Pei,

Chief Executive Officer, Chief Financial Officer, Secretary and DirectorAccounting Officer
(Principal Executive Officer)

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