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 October 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)
| (Exact Name of Registrant in its Charter) | ||||
| 45-5440446 | ||||
| (State or | ( | |||
Unit B,10/F., Ritz Plaza, | ||||
(Address of Principal Executive Offices) 00000 | ||||
| Issuer’s Telephone Number: 852-22510781 | ||||
| ( | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrantRegistrant (1) has filed all reports required to be filed by SectionSections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes☒ No ☐ 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).
☒files.) Yes☒ No ☐ 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"emerging growth company”company" in Rule 12b-2 of the Exchange Act. (Check One)
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 YES☐ ☐ NO No☒
APPLICABLE 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:
December 4, 2022.14, 2023
Common Voting Stock:
TIANCI INTERNATIONAL, INC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSQUARTERLY 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 OCTOBER 31, 2023
TABLE OF CONTENTS
PART I -– FINANCIAL INFORMATION
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
| October 31, | July 31, | |||||||
| 2022 | 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 8,650 | $ | 9,000 | ||||
| Prepaid expenses | 1,000 | 1,750 | ||||||
| Prepaid compensation | – | 11,500 | ||||||
| Total Current Assets | 9,650 | 22,250 | ||||||
| TOTAL ASSETS | $ | 9,650 | $ | 22,250 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 78,899 | $ | 50,499 | ||||
| Due to related parties | 210,955 | 194,888 | ||||||
| Total Current Liabilities | 289,854 | 245,387 | ||||||
| Total Liabilities | 289,854 | 245,387 | ||||||
| Commitments and Contingencies | – | – | ||||||
| SHAREHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | – | – | ||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | 245 | 245 | ||||||
| Additional paid-in capital | 1,477,022 | 1,477,022 | ||||||
| Accumulated deficit | (1,757,471 | ) | (1,700,404 | ) | ||||
| Total Shareholders' Deficit | (280,204 | ) | (223,137 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 9,650 | $ | 22,250 | ||||
| October 31, | July 31, | |||||||
| 2023 | 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 380,833 | $ | 256,342 | ||||
| Accounts receivable | 195,629 | – | ||||||
| Prepaid expense | 1,000 | 1,750 | ||||||
| Due from related party | 54,167 | 54,134 | ||||||
| Total current assets | 631,629 | 312,226 | ||||||
| Other assets: | ||||||||
| Lease security deposit | 1,656 | 1,542 | ||||||
| Right-of-use asset | – | 6,436 | ||||||
| Total non-current assets | 1,656 | 7,978 | ||||||
| TOTAL ASSETS | $ | 633,285 | $ | 320,204 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 196,011 | $ | 779 | ||||
| Income taxes payable | 45,411 | 26,298 | ||||||
| Due to related parties | 276,077 | 276,077 | ||||||
| Lease liability - current | – | 4,368 | ||||||
| Advances from customers | – | 29,070 | ||||||
| Accrued liabilities and other payables | 400,530 | 260,176 | ||||||
| Total current liabilities | 918,029 | 596,768 | ||||||
| Lease liability - noncurrent | – | 2,068 | ||||||
| Total liabilities | 918,029 | 598,836 | ||||||
| Commitments and contingencies | – | – | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Series A Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2023 and July 31, 2023 | 8 | 8 | ||||||
| Undesignated preferred stock, $ par value; shares authorized; shares issued and outstanding | – | – | ||||||
| Common stock, $par value, shares authorized; shares issued and outstanding as of October 31, 2023 and July 31, 2023, respectively* | 590 | 590 | ||||||
| Additional paid-in capital | 4,982 | 4,982 | ||||||
| Accumulated deficit | (292,305 | ) | (276,521 | ) | ||||
| Total stockholders' deficit attributable to TIANCI INTERNATIONAL, INC. | (286,725 | ) | (270,941 | ) | ||||
| Non-controlling interest | 1,981 | (7,691 | ) | |||||
| Total stockholders’ (deficit) | (284,744 | ) | (278,632 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 633,285 | $ | 320,204 | ||||
| * | Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 1 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the three months ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| OPERATING REVENUES | ||||||||
| Global logistics services | $ | 1,181,720 | $ | – | ||||
| Other revenue | 144,928 | 124,370 | ||||||
| Total Operating Revenues | 1,326,648 | 124,370 | ||||||
| COST OF REVENUES | ||||||||
| Global logistics services | 1,029,970 | – | ||||||
| Other revenue | 62,901 | 108,555 | ||||||
| Total Cost of Revenues | 1,092,871 | 108,555 | ||||||
| Gross profit | 233,777 | 15,815 | ||||||
| Operating expenses: | ||||||||
| Selling and marketing | 102,071 | 2,159 | ||||||
| General and administrative | 118,705 | 15,012 | ||||||
| Total operating expenses | 220,776 | 17,171 | ||||||
| (Loss) income from operations | 13,001 | (1,356 | ) | |||||
| Other income (expense) | – | – | ||||||
| Income(loss) before provision for (benefit from) income taxes | 13,001 | (1,356 | ) | |||||
| Provision for (benefit from) income taxes | 19,113 | (224 | ) | |||||
| Net (loss) | (6,112 | ) | (1,132 | ) | ||||
| Less: net (loss) income attributable to non-controlling interest | 9,672 | (113 | ) | |||||
| Net loss attributable to TIANCI INTERNATIONAL, INC. | $ | (15,784 | ) | $ | (1,019 | ) | ||
| Weighted average number of common shares* | ||||||||
| Basic and diluted | ||||||||
| Loss per common share attributable to TIANCI INTERNATIONAL, INC.* | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| * | Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 2 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED OCTOBER 31, 2023 AND 2022
(EXPRESSED IN UNITED STATES DOLLARS)
| Preferred Stock | Preferred Stock amount* | Common stock* | Common stock amount* | Subscription receivable* | Additional Paid-in Capital | (Accumulated Deficit) Retained Earnings | Noncontrolling interest | Total | ||||||||||||||||||||||||||||
| Balance at July 31, 2022 | – | $ | – | 1,500,000 | $ | 150 | $ | (50,000 | ) | $ | 82,732 | $ | 64,689 | $ | 7,188 | $ | 104,759 | |||||||||||||||||||
| Payments of Shenzhen China rent by related parties (Note 3) | – | – | – | – | – | 3,519 | – | – | 3,519 | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | (1,019 | ) | (113 | ) | (1,132 | ) | ||||||||||||||||||||||||
| Balance at October 31, 2022 (unaudited) | – | $ | – | 1,500,000 | $ | 150 | $ | (50,000 | ) | $ | 86,251 | $ | 63,670 | $ | 7,075 | $ | 107,146 | |||||||||||||||||||
| Preferred Stock | Preferred Stock amount* | Common stock* | Common stock amount* | Subscription receivable* | Additional Paid-in Capital | (Accumulated Deficit) | Noncontrolling interest | Total | ||||||||||||||||||||||||||||
| Balance at July 31, 2023 | 80,000 | $ | 8 | 5,903,481 | $ | 590 | $ | – | $ | 4,982 | $ | (276,521 | ) | $ | (7,691 | ) | $ | (278,632 | ) | |||||||||||||||||
| Net loss | – | – | – | – | – | – | (15,784 | ) | 9,672 | (6,112 | ) | |||||||||||||||||||||||||
| Balance at October 31, 2023 (unaudited) | 80,000 | $ | 8 | 5,903,481 | $ | 590 | $ | – | $ | 4,982 | $ | (292,305 | ) | $ | 1,981 | $ | (284,744 | ) | ||||||||||||||||||
| * | Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 3 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSCASH FLOWS
(UNAUDITED)(EXPRESSED IN UNITED STATES DOLLARS)
| Three Months Ended | ||||||||
| October 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | – | $ | – | ||||
| Operating Expenses | ||||||||
| General administrative expenses | 46,291 | 30,696 | ||||||
| Professional fees | 10,776 | 16,450 | ||||||
| Total Operating Expenses | 57,067 | 47,146 | ||||||
| Loss from Operations | (57,067 | ) | (47,146 | ) | ||||
| Loss before Income Taxes | (57,067 | ) | (47,146 | ) | ||||
| Provision for income taxes | – | – | ||||||
| Net Loss | $ | (57,067 | ) | $ | (47,146 | ) | ||
| Basic and diluted loss per common share | $ | ) | $ | ) | ||||
| Basic and diluted weighted average common shares outstanding | ||||||||
| For the three months ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | (6,112 | ) | $ | (1,132 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Deferred income tax benefit | – | (224 | ) | |||||
| Amortization of operating lease right-of-use asset | 356 | 956 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (195,629 | ) | (111,749 | ) | ||||
| Prepaid expense | 750 | – | ||||||
| Lease security deposit | (114 | ) | – | |||||
| Due from related party | (33 | ) | (52,550 | ) | ||||
| Advances from customers | (29,070 | ) | – | |||||
| Accounts payable | 195,232 | 98,202 | ||||||
| Income taxes payable | 19,113 | – | ||||||
| Operating lease liabilities | (356 | ) | (956 | ) | ||||
| Accrued liabilities and other payables | 140,354 | – | ||||||
| Net cash (used in) provided by operating activities | 124,491 | (67,453 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Working capital advances from related party | – | 62,775 | ||||||
| Repayment of working capital advances from related party | – | (1,285 | ) | |||||
| Operating expenses directly paid by shareholders | – | 23,977 | ||||||
| Payments of Shenzhen China rent by related parties | – | 3,519 | ||||||
| Net cash (used in) provided by financing activities | – | 88,986 | ||||||
| Net increase in cash | 124,491 | 21,533 | ||||||
| Cash, beginning | 256,342 | 21,237 | ||||||
| Cash, ending | $ | 380,833 | $ | 42,770 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | – | $ | – | ||||
| Income taxes | $ | – | $ | – | ||||
| Non-Cash Activities: | ||||||||
| Initial recognition of right-of-use assets and lease liabilities | $ | – | $ | 10,400 | ||||
| Early termination of right-of-use assets and lease liabilities | $ | 6,080 | $ | – | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
statements.
| 4 |
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITNotes To Interim Condensed Consolidated Financial Statements
(UNAUDITED)
For the Three Months Ended October 31, 2023 and 2022
| Common Stock | Additional Paid-in | Accumulated | Total Shareholders' | |||||||||||||||||
| Number of Shares | Amount | Capital | Deficit | 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 | ) | |||||||||
For the Three Months Ended October 31, 2021
| 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 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 | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements(Unaudited)
TIANCI INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | ||||||||
| October 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (57,067 | ) | $ | (47,146 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | 750 | 3,500 | ||||||
| Prepaid compensation | 11,500 | – | ||||||
| Accounts payable and accrued liabilities | 28,400 | 23,144 | ||||||
| Net cash used in operating activities | (16,417 | ) | (20,502 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related parties | 16,067 | 17,753 | ||||||
| Repayment to related parties | – | (1,202 | ) | |||||
| Net cash provided by financing activities | 16,067 | 16,551 | ||||||
| Net change in cash | (350 | ) | (3,951 | ) | ||||
| Cash - beginning of period | 9,000 | 3,951 | ||||||
| Cash - end of period | $ | 8,650 | $ | – | ||||
| 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
TIANCI INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – DESCRIPTIONNATURE OF BUSINESS AND ORGANIZATION
Tianci International, Inc. (the “Company”, “Tianci”) was incorporated under the laws of the State of Nevada as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. As of the date of this report, theThe Company is a holding company and has not carried out substantive business operationscompany. As of its own.October 31, 2023, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.
On February 13, 2023, the Company incorporated a wholly owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles.
Change of controlReorganization
Effective August 6, 2021, Tianci International, Inc., Chuah Su Mei,On March 3, 2023 the Company’s former Chief Executive Officer, President and Director, and Silver Glory Group Limited,Company entered into a Stock PurchaseShare Exchange Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glorywith RQS United Group Limited all 1,793,000 shares(“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of common stockRQS United (the “Exchange Agreement”). RQS United owns 90% of the Company held by her (the “Shares”equity in Roshing International Co., Ltd. (“Roshing”) for cash consideration, which is engaged in the business of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Shares represent approximately 73.18%providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Company. The saleExchange Agreement, the Company also issued a total of the Shares consummated on August 26, 2021. 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing.
As a result of the Transaction, Silver Glory Group Limited holdsShare Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholder. The share exchange transaction was treated as a controlling interestreverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of RQS United and its consolidated subsidiary, Roshing.
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 a shell company.
RQS United is a holding company incorporated on November 4, 2022 in the Company.Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in global logistics services, sales of electronic device hardware components, development of logistics software and websites, technical consulting, and software maintenance. Roshing’s business is primarily carried out in Hong Kong.
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.
| 5 |
NOTE 2 – GOING CONCERN MATTERSGoing Concern Uncertainty
The accompanying consolidated Financial Statements have been prepared in accordance with accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of October 31, 2022,2023, the Company had $8,650 in cash. The Company had incurred a net losscash of $57,067380,833 and usednegative working capital of $16,417286,400 in cash for operating activities for. For the three months ended October 31, 2022.
The Company’s cash balance2023 and 2022, the Company had total operating revenues generated are not currently sufficientof $1,326,648 and cannot be projected to cover operating expenses for the next twelve months from the date$124,370, respectively, and net losses of this report.$6,112 and $1,132, respectively. These mattersfactors among others raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.
The ability of the Company to continue as a going concern for a reasonable period of time. Management plans to seek debt and/or equity financing to operate until such time as the Company has established sufficient ongoing revenues to cover its costs. However, there is dependent uponno assurance that management will be successful in accomplishing its ability to raise additional capital and continue profitable operations. The accompanyingplans. These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might result frombe necessary should the outcome of this uncertainty.Company be unable to continue as a going concern.
NOTE 32 – 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. 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, 2022, filed on October 31, 2022.
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. This report on Form 10-Q should be read in conjunction with the Company’s financial statements for the years ended July 31, 2023 and 2022 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 23, 2023.
Results of the three months ended October 31, 2022,2023 are not necessarily indicative of the results that may be expected for the year endedending July 31, 2023, and2024 or any other future periods.
Principles of consolidation
The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.periods. Actual results could differ from these good faith estimates and judgments.
Foreign currency translation and transactions
The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.
| 6 |
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instrumentsconsist primarily of bank deposits with original maturities of three months or less.less, which are unrestricted as to withdrawal and use. The Company had $8,650maintains its bank accounts in United States and $Hong Kong.
9,000Accounts receivable, net in cash
Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and cash equivalents asthe credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of October 31, 2022,2023 and July 31, 2022, respectively.2023, no allowance for doubtful accounts was deemed necessary.
Fair Value Measurements
The carrying amountsaccounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the Company’sfair value of financial instruments includingheld by the Company.
The accounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follow:
| · | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| · | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. | |
| · | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Financial instruments included in current assets and current liabilities (such as cash, andaccounts receivable, due from related party, accounts payable, approximateand due to related parties) are reported in the consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their short maturities.expected realization.
Recent Accounting PronouncementsRevenue recognition
Management has considered all recent accounting pronouncements issued and their potential effect onThe Company follows the financial statements.Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. This standard requires the use of a five-step model to recognize revenue from customer contracts. The Company's management believesfive-step model requires that these recent pronouncementsthe Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not have a material effect onoccur, (iv) allocates the Company's condensed financial statements.transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations.
NOTE 4 – DUE TO RELATED PARTIES
DuringThe Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the three months ended October 31, 2022 and 2021, the former and current shareholders of the Company advanced $16,067 and $17,753 for working capital purpose, respectively.
During the three months ended October 31, 2022 and 2021, the Company repaid $0 and $1,202 due to a former shareholder of the Company, respectively.transaction price.
| 7 |
The Company’s revenue recognition policies are as follows:
a. Global Logistics Services
The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.
The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight.
In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event.
The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues.
The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading.
The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis.
b. Electronic Device Hardware Components Products Sales
The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis.
Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant.
| 8 |
On August 26, 2021c. Software and pursuantWebsite Development Services
The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the Stock Purchase Agreement datedcustomer. As a result, revenues from software development contracts are recognized at a point in time when services are fully rendered, and written acceptances have been received from customers.
d. Technical Consulting and Training Services
The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on August 6, 2021 (see Note 1 - Changea per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of control), Chuah Su Mei,consulting or training.
e. Software Maintenance and Business Promotion Services
The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period.
f. Business Consulting Services
The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities.
Cost of revenues
For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.
For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold.
For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid 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 $349,716service vendor. as additional paid-in-capital.
DuringAdvertising costs
Advertising costs amounted to $0 and $192 for the three months ended October 31, 2023 and 2022, the Company accrued $45,900 for the compensation of its CEOrespectively. Advertising costs are expensed as incurred and five directors. During the three months ended October 31, 2022, the Company paid compensation of $11,500 to the five directors. As of October 31, 2022, and July 31, 2022, the Company owed $76,200 and $41,800 unpaid compensation to the CEO and five directors, respectively, which was included in accounts payableselling and accrued liabilities.
As of October 31, 2022, and July 31, 2022, the Company owed $210,955 and $194,888 to related parties, respectively. These loans were unsecured, non-interest bearing, and due on demand.
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 October 31, 2022, and July 31, 2022.
Common Stock
The Company has authorized common shares with a par value of $ per share.
As of October 31, 2022, and July 31, 2022, 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 October 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.”
marketing expenses.
| 9 |
Operating leases |
Overview
WeEffective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, currentlyor contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a “shell company” with no meaningfullessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%.
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or operations other than our efforts to identifyfinance leases for financial reporting purposes. The classification evaluation begins at the commencement date and merge with an operating company. We were incorporatedthe lease term used 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 underevaluation includes 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,non-cancellable period for which the Company determinedhas the right to discontinue its oil and gas operation. We then began exploring opportunities inuse the computer gaming and application industry.
We engaged in computer game development until October 13, 2016,underlying asset, together with renewal option periods 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%exercise of the issuedrenewal option is reasonably certain 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”). Pursuantfailure 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 soldexercise such option would result in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approvaleconomic penalty. All of the Company’s stockholders.real estate leases are classified as operating leases.
UponLease payments for an operating lease transitioning to ASC 842 using the closingeffective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the Transaction,asset may not be recoverable. The assessment of possible impairment is based on August 26, 2021,its ability to recover the then current directors and officerscarrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.
The lease for the Company’s Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of $6,080 right of use (“ROU”) asset and operating lease liabilities in August 2023.
Income taxes
The Company resigned from his or her positionsaccounts for current income taxes in accordance with the Company.laws of the relevant tax authorities. The resignations were not due to any disputecharge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or disagreement with the Company on any matter relating to the Company's operations, policiesnon-deductible. It is calculated using tax rates that have been enacted or practices. The then current directors and officers also forgave all debts owedsubstantively enacted by the Company to them and their affiliates.
balance sheet date.
| 10 |
Concurrently with such resignation,Deferred taxes are accounted for using the following individuals were appointed to serveasset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the offices set forth next to his name untilunaudited interim consolidated financial statements and the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
None of the directors or executive officers has a direct family relationship with any of the Company’s directors or executive officers.
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 inherentcorresponding tax bases used in the establishmentcomputation of a new business enterprise, including limited capital resources, possible delays intaxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to 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 assuranceextent that future financingit is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to us on acceptable terms,apply to the period when the asset is realized or at all. If financingthe liability is not available on satisfactory terms, we may be unable to continue, developsettled. Deferred tax is charged 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 operationscredited in the future, we maystatements of operations, except when it is related to items credited or charged directly to equity, in which case the deferred tax is dealt with in equity. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax asset will not be unable to carry out our full business plan or we may be forced to cease operations.realized.
Going Concern
Our financial statements have been preparedAn uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likely of being realized on a going concern basis which assumesexamination. For tax positions not meeting the Company will be able“more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to realize its assets and discharge its liabilitiesunderpayment of income tax for uncertain tax positions are classified as income tax expense in the normal course of business for the foreseeable future. As of October 31, 2022, the Company had working capital deficit of $280,204 and has incurred losses since its inception resulting in an accumulated deficit of $1,757,471. 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.
period incurred.
The Hong Kong tax returns filed for 2016 and subsequent years are subject to examination by the applicable tax authorities.
The US tax returns filed for 2019 and subsequent years are subject to examination by the applicable tax authorities.
The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three months ended October 31, 2023, there were dilutive shares outstanding related to the convertible Series A Preferred Stock (see Note 4). For the three months ended October 31, 2022, there were dilutive shares outstanding.
Noncontrolling Interests
The Company’s noncontrolling interest represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separately from stockholders’ equity attributable to Tianci. Noncontrolling interest in the results of Roshing are presented on the consolidated statements of operations as allocations of the total income or loss of Roshing for the three months ended October 31, 2023 and 2022 between the noncontrolling interest holder and the shareholders of RQS United.
Related parties
Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party has the ability, directly or indirectly, to continuecontrol the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
Recently issued accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as a going concern is dependent uponamended (the “JOBS Act”), the Company generating profitable operations inmeets the future and/definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to 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.companies.
| 11 |
ResultsIn May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of OperationsCredit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as an emerging growth company. The adoption of this standard on August 1, 2023 has not had and is not expected to have a material impact on the Company’s future consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The following table provides selectedamendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard on August 1, 2022 did not have a material impact on the Company’s consolidated financial data about ourstatements.
Except as mentioned above, the Company as of October 31, 2022 and July 31, 2022 and fordoes not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the three months ended October 31, 2022 and 2021.Company’s consolidated Financial Statements.
NOTE 3 – RELATED PARTIES BALANCES AND TRANSACTIONS
Balance Sheet Data
| October 31, | July 31, | |||||||||||
| 2022 | 2022 | Change | ||||||||||
| Cash | $ | 8,650 | $ | 9,000 | $ | (350 | ) | |||||
| Total assets | 9,650 | 22,250 | (12,600 | ) | ||||||||
| Total liabilities | 289,854 | 245,387 | 44,467 | |||||||||
| Stockholders' deficit | $ | (280,204 | ) | $ | (223,137 | ) | $ | (57,067 | ) | |||
Summary Income Statement DataDue from related party consists of:
Three Months EndedDue from related party represents a receivable of $54,167 from RQS Capital at October 31, 2022, Compared to Three Months Ended October 31, 20212023. The receivable, which was non-interest bearing and due on demand, was collected by the Company in December 2023.
| Three Months Ended | ||||||||||||
| October 31, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Net Revenue | $ | – | $ | – | $ | – | ||||||
| Total Operating Expenses | 57,067 | 47,146 | 9,921 | |||||||||
| Loss From Operations | 57,067 | 47,146 | 9,921 | |||||||||
| Net Loss | $ | 57,067 | $ | 47,146 | $ | 9,921 | ||||||
Due to related parties consist of:
| Schedule of due to related parties | ||||||||||||
| Transaction | October 31, | July 31, | ||||||||||
| Name | Relationship | Nature | 2023 | 2023 | ||||||||
| Zhigang Pei | Chairman of the Board | Working capital advances and operating expenses paid on behalf of the Company | $ | 220,909 | $ | 220,909 | ||||||
| RQS Capital | 68% shareholder | Company cash collection due to RQS Capital | 2,132 | 2,132 | ||||||||
| Ying Deng | RQS Capital 30% owner and Roshing’s 10% owner | Working capital advances and operating expense paid on behalf of the Company | 53,036 | 53,036 | ||||||||
| TOTAL | $ | 276,077 | $ | 276,077 | ||||||||
Revenue. During the three months ended October 31, 2022,These liabilities are unsecured, non-interest bearing, and 2021, we did not generate any revenues.
Operating Expenses. Operating expenses were $57,067 and $47,146 for the three months ended October 31, 2022 and 2021, respectively. Operating expenses mainly consisted of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.
Loss from Operations. For the three months ended October 31, 2022, and 2021, we incurred a loss from operations of $57,067 and $47,146, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.due on demand.
Net Loss. For the three months ended October 31, 2022, and 2021, we incurred a net loss of $57,067 and $47,146, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.
| 12 |
LiquidityEmployment agreements with officers and Capital Resourcesdirector retainer agreements
Working Capital
| October 31, | July 31, | |||||||||||
| 2022 | 2022 | Change | ||||||||||
| Current Assets | $ | 9,650 | $ | 22,250 | $ | (12,600 | ) | |||||
| Current Liabilities | 289,854 | 245,387 | 44,467 | |||||||||
| Working Capital (Deficiency) | $ | (280,204 | ) | $ | (223,137 | ) | $ | (57,067 | ) | |||
AsTianci currently maintains two employment agreements and six director retainer agreements with its officers and directors. The agreements have terms of October 31, 2022, we had working capital deficit of $280,204 as compared3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to working capital deficit of $223,137 as of July 31, 2022. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities and due to related parties.$3,800 per month.
Cash Flows
| Three Months Ended | ||||||||
| October 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash used in operating activities | $ | (16,417 | ) | $ | (20,502 | ) | ||
| Cash provided by investing activities | – | – | ||||||
| Cash provided by financing activities | 16,067 | 16,551 | ||||||
| Net change in cash and cash equivalents | $ | (350 | ) | $ | (3,951 | ) | ||
Cash Flow from Operating Activities
DuringFor the three months ended October 31, 2022, net cash used2023, we accrued management compensation expenses of $. These amounts are included in operating activities was $16,417, compared“general and administrative expenses” in the accompanying consolidated statement of operations.
Office space sharing agreement with related parties
On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60% owner of RQS Capital, and Ying Deng, 30% owner of RQS Capital, for office space in Shenzhen, China. The agreement provided for Gao and Deng, sub lessees under a separate office space sharing agreement relating to $20,502the use of the premises from August 28, 2021, to August 31, 2024, to pay monthly rent to the lessee ranging from RMB 12,320 (approximately $1,726) to RMB 13,583 (approximately $1,903) on behalf of Roshing. The rent expenses paid by Gao and Deng were billed directly to Gao and Deng by the Lessee and the sublease is between Gao and Deng and the Lessee. The Company has no obligation, directly or indirectly, to reimburse or otherwise compensate Gao and Deng for paying these expenses. For the three months ended October 31, 20212023 and 2022, the Company has accounted for this agreement by charging general and administrative expenses for $0. and $3,519, respectively, and crediting additional paid-in capital for $0 and $3,519, respectively. The decreaseoffice sharing agreement was terminated on May 31, 2023 when Roshing moved all of its operations to its office in net cash used in operating activities was mainly due to the decrease in prepaid compensation offset by the increase in net loss.Hong Kong.
Cash Flow from Investing Activities
During the three months ended October 31, 2022 and 2021, we had no cash flow from investing activities.NOTE 4 – STOCKHOLDERS EQUITY
Cash Flow from Financing Activities
DuringOn January 26, 2023 the three months endedCompany 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 shares of common stock, $ par value, shares of Series A Preferred Stock, $ par value, and shares of undesignated preferred stock, $ par value.
The following table sets forth information, as of October 31, 2022, net cash provided2023, regarding the classes of capital stock that are authorized by financing activities was $16,067, comparedthe Articles of Incorporation of Tianci International, Inc.
| Schedule of capital stock authorized | ||||||||
| Class | Shares Authorized | Shares Outstanding | ||||||
| Common Stock, $.0001 par value | 100,000,000 | 5,903,481 | ||||||
| Series A Preferred Stock, $.0001 par value | 80,000 | 80,000 | ||||||
| Undesignated Preferred Stock, $.0001 par value | 20,000,000 | 0 | ||||||
Series A Preferred Stock
Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to $16,551 forequitable adjustment of the three months ended October 31, 2021. The decrease in net cash provided by financing activities was mainly dueconversion rate. Each holder of Series A Preferred Stock will have voting rights equal to the decrease in proceeds from related parties.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likelyholder 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 have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, resultsreceive, out of operations, liquidity, capital expenditures, or capital resources that is materialthe net assets of the Company, $0.01 per share, then to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally acceptedshare 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. Baseddistribution 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.an as-converted basis.
| 13 |
Undesignated Preferred Stock
The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.
Issuances of Preferred Stock and Common Stock
On January 27, 2023, Tianci sold shares of its Series A Preferred Stock to RQS Capital for $24,000 cash.
On March 1, 2023, Tianci sold a total of shares of its common stock to 13 non-US persons at a price of $ per share or $376,000 total.
On March 6, 2023, Tianci issued shares of its common stock to RQS Capital pursuant to the Share Exchange Agreement dated March 3, 2023 (see Note 1 above).
Also on March 6, 2023 pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of shares of its common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. For the year ended July 31, 2023, the Company accounted for this issuance by expensing the $210,000 estimated fair value of the shares of common stock to (1) cost of revenues-services ($144,000), (2) selling and marketing ($36,000), and (3) general and administrative ($30,000).
NOTE 5 – INCOME TAXES
Income Taxes
Seychelles
RQS United is incorporated in Seychelles and is not subject to tax on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.
Hong Kong
Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. Hong Kong income tax expenses (benefit) for the three months ended October 31, 2023 and 2022 amounted to $19,113 and $(224), respectively.
For the three months ended October 31, 2023, the income before provision for income taxes of $13,001 consisted of United States source loss of $(102,833) and Hong Kong source income of $115,834. For the three months ended October 31, 2022, the loss before benefit from income taxes of $(1,356) was all Hong Kong source loss.
| 14 |
Significant components of the provision for income taxes are as follows:
| Schedule of components of income tax expense | ||||||||
| For the three months ended | ||||||||
| October 31, 2023 | October 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current Hong Kong | $ | 19,113 | $ | – | ||||
| Deferred Hong Kong | – | (224 | ) | |||||
| Provision (benefit) for income taxes | $ | 19,113 | $ | (224 | ) | |||
The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate:
| Schedule of effective income tax reconciliation | ||||||||
| For the three months ended October 31, 2023 | For the three months ended October 31, 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Hong Kong statutory income tax rate | 16.5% | 16.5% | ||||||
| Effective tax rate | 16.5% | 16.5% | ||||||
For United States income tax purposes, Tianci has a net operating loss carry forward of approximately $1,070,000 at October 31, 2023. Management has not determined that it is more likely than not that this carryforward will be realized and thus the Company maintained a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs.
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of October 31, 2023 and July 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.
As of October 31, 2023, tax years 2020 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2017 and forward generally remain open for examination for foreign tax purposes.
NOTE 6 — CONCENTRATION OF RISK
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $250,000. As of October 31, 2023, no United States account balance exceeded $250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of October 31, 2023, a cash balance of $356,990 was maintained at a financial institution in Hong Kong of which approximately $293,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.
| 15 |
Customer concentration risk
For the three months ended October 31, 2023, two customers accounted for 61.2% and 13.1% of the Company’s total revenues.
For the three months ended October 31, 2022, two customers accounted for 48.2% and 27.5% of the Company’s total revenues.
As of October 31, 2023, four customers accounted for 44.8%, 23.9%, 15.8% and 12.8% of the Company’s total accounts receivable. As of July 31, 2023, no customer accounted for over 10% of the Company’s total accounts receivable.
Vendor concentration risk
For the three months ended October 31, 2023, two vendors accounted for 65.9% and 13.7% of the Company’s total purchases. For the three months ended October 31, 2022, three vendors accounted for 45.8%, 25.5%, and 19.6% of the Company’s total purchases.
As of October 31, 2023, four vendors accounted for 31.5%, 29.4%, 22.7%, and 16.3% of the Company’s total accounts payable. As of July 31, 2023, no vendor accounted for over 10% of the Company’s total accounts payable.
NOTE 7— COMMITMENTS AND CONTINGENCIES
Lease commitments
On January 1, 2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement had a term of two years and provided for monthly rent of HKD 2,800 (approximately $360). On January 13, 2023, the Company entered a new operating lease agreement for office space in Hong Kong with a third party for two years with monthly rent of HKD 3,000 (approximately $382). Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The lease does not contain an option to extend at the time of expiration. The lease was early terminated in September 2023 which resulted in a derecognition of $6,080 right of use (“ROU”) asset and operating lease liabilities in August 2023.
In September 2023, the Company entered into a one-year short term lease with a monthly lease payment of approximately $828 (HKD 6500).
Rent expenses were $3,184 and $4,599 for the three months ended October 31, 2023 and 2022, respectively.
Contingencies
From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of October 31, 2023.
| 16 |
NOTE 8 — ENTERPRISE-WIDE DISCLOSURE
The Company follows ASC 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to each segment and evaluates their performances. The Company’s chief operating decision-makers (i.e., the Company’s chief executive officer and his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (primarily in Hong Kong and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment.
Disaggregated information of revenues by business lines are as follows:
| Schedule of information of revenues by business | ||||||||
For the three months ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Electronic Device Hardware Components Sales | $ | 59,902 | $ | 104,194 | ||||
| Software and Website Development Services | 19,230 | – | ||||||
| Technical Consulting and Training Services | – | 6,426 | ||||||
| Software Maintenance and Business Promotion Services | 15,263 | 13,750 | ||||||
| Business Consulting Services | 50,533 | – | ||||||
| Global Logistics Services | 1,181,720 | – | ||||||
| Total revenues | $ | 1,326,648 | $ | 124,370 | ||||
Disaggregated information of revenues by regions are as follows:
| Schedule of information of revenues by regions | ||||||||
For the three months ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Hong Kong | $ | 1,051,017 | $ | 118,120 | ||||
| Vietnam | 173,531 | – | ||||||
| Japan | 100,850 | – | ||||||
| Singapore | 1,250 | 6,250 | ||||||
| Total revenues | $ | 1,326,648 | $ | 124,370 | ||||
| 17 |
NOTE 9 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)
The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company.
The subsidiaries did not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries” and the income (loss) of the subsidiaries is presented as “share of income (loss) of subsidiaries.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required.
PARENT COMPANY BALANCE SHEET
| Schedule of balance sheets | ||||
| October 31, | ||||
| 2023 | ||||
| (Unaudited) | ||||
| ASSETS | ||||
| Cash | $ | 23,822 | ||
| Prepaid expense | 1,000 | |||
| Receivable from subsidiaries | 29,487 | |||
| Investment in subsidiaries | 182,937 | |||
| Total Assets | $ | 237,246 | ||
| LIABILITIES | ||||
| Accounts payable and accrued liabilities | $ | 300,930 | ||
| Due to related parties | 223,041 | |||
| Total Liabilities | 523,971 | |||
| Stockholders’ equity | ||||
| Series A Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2023 | 8 | |||
| Undesignated preferred stock, $ par value; shares authorized; shares issued and outstanding | – | |||
| Common stock, $ par value, shares authorized; shares issued and outstanding as of October 31, 2023 | 590 | |||
| Additional paid-in capital | 4,982 | |||
| Accumulated deficit | (292,305 | ) | ||
| Total stockholders’ equity | (286,725 | ) | ||
| Total Liabilities and Stockholders’ Equity | $ | 237,246 | ||
| 18 |
PARENT COMPANY STATEMENT OF OPERATIONS
| Schedule of statements of operations | ||||
For the three months ended October 31, | ||||
| 2023 | ||||
| (Unaudited) | ||||
| EXPENSES: | ||||
| General and administrative | $ | (102,833 | ) | |
| OTHER INCOME: | ||||
| Income from investment in subsidiaries | 87,049 | |||
| Net Loss | $ | (15,784 | ) | |
PARENT COMPANY STATEMENT OF CASH FLOWS
| Schedule of statements of cash flows | ||||
For the three months ended October 31, | ||||
| 2023 | ||||
| (Unaudited) | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (15,784 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Share of income from investment in subsidiaries | (87,049 | ) | ||
| Change in operating assets and liabilities: | ||||
| Prepaid expense | 750 | |||
| Accounts payable and accrued liabilities | 59,352 | |||
| Net cash (used in) operating activities | (42,731 | ) | ||
| Net decrease in cash and cash equivalents | (42,731 | ) | ||
| Cash and cash equivalents at July 31, 2023 | 66,553 | |||
| Cash and cash equivalents at October 31, 2023 | $ | 23,822 | ||
| 19 |
| Item2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
On March 3, 2023, we acquired ownership of RQS United Group Limited, a company organized under the laws of the Republic of Seychelles (“RQS United”), pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital Limited, the prior owner of RQS Limited.
RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Ltd., a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including sea freight forwarding, and logistic software development and maintenance. We also generate revenue from the sale of electronic parts, and certain technical consulting services.
As a non-asset-based freight forwarder, we currently do not own or operate any transportation assets. By acting as an indirect carrier, we issue fixture notes to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a contract of carriage known as a Master Ocean Bill of Lading (MOBL). By leveraging our senior management’s expertise on the global logistics industry and adopting an asset-light strategy at the early stage, we’ve seen a significant growth on logistics revenue this quarter. Our business is primarily carried out in Hong Kong and the Asia-Pacific region.
We are optimistic about the future of the logistics service industry and expect that the fundamental supply and demand relationship will enable us to achieve a sustainable business model in the long run. We expect that the global demand for coal, grains and iron ore, electric vehicles, and green energy equipment will continue to increase in response to changes in international trade flows and growing emerging market economies, as well as post pandemic stimulus policies in many countries, boosting demand on global logistics services. Our vision is to continue exploring opportunities in Asia-Pacific, including Vietnam, Singapore, and other emerging markets to increase our customer base and global logistics service revenue.
Results of Operations
Comparison of the three months ended October 31, 2023 and 2022
| For the three months ended October 31, | ||||||||||||||||
| 2023 | 2022 | Change | Change Percentage | |||||||||||||
| Revenues | 1,326,648 | 124,370 | 1,202,278 | 967% | ||||||||||||
| Cost of Revenues | 1,092,871 | 108,555 | 984,316 | 907% | ||||||||||||
| Gross profit | 233,777 | 15,815 | 217,962 | 1378% | ||||||||||||
| Selling and marketing | 102,071 | 2,159 | 99,912 | 4628% | ||||||||||||
| General and administrative | 118,705 | 15,012 | 103,693 | 691% | ||||||||||||
| (Loss) income from operations | 13,001 | (1,356 | ) | 14,357 | – | |||||||||||
| Provision for income taxes | 19,113 | (224 | ) | 19,337 | – | |||||||||||
| Net (loss) income | (6,112 | ) | (1,132 | ) | (4,980 | ) | (440% | ) | ||||||||
| Less: net (loss) income attributable to non-controlling interest | 9,672 | (113 | ) | 9,785 | – | |||||||||||
| Net (loss) income attributable to Tianci | (15,784 | ) | 1,019 | (14,765 | ) | – | ||||||||||
| 20 |
Revenues
During the three months ended October 31, 2023, our revenue increased by $1,202,278, or approximately 9.6 times, to $1,326,648 for the three months ended October 31, 2023 from $124,370 for the three months ended October 31, 2022. The increase was mainly attributed to the launch of our global logistics service, which contributed $1,181,720 to our revenue for the three months ended October 31, 2023, representing approximately 89% of revenue in the quarter ended October 31, 2023.
Our revenues from our revenue streams are categorized as follows:
| For the Three Months Ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| Global Logistics Service Revenue | $ | 1,181,720 | $ | – | ||||
| Product Revenue | 59,902 | 98,000 | ||||||
| Other Service Revenue | 85,026 | 26,370 | ||||||
| $ | 1,326,648 | $ | 124,370 | |||||
Cost of Revenues
Total cost of revenues increased by $984,316, or approximately 9.1 times, to $1,092,871 for the three months ended October 31, 2023 as compared to $108,555 for the three months ended October 31, 2022. The increase was primarily attributable to the launch of global logistics services.
Our cost of revenues from our revenue categories are summarized as follows:
| For the Three Months Ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| Cost of Global Logistics Service | $ | 1,029,970 | $ | – | ||||
| Cost of Product | 50,008 | 73,200 | ||||||
| Cost of Other Service | 12,893 | 35,355 | ||||||
| $ | 1,092,871 | $ | 108,555 | |||||
Our cost of revenues from global logistics services was $1,029,970 for the three months ended October 31, 2023. We did not have any cost of global logistics service in the same period in 2022 as this was a brand new service line. Cost of global logistics services primarily include the cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.
Our cost of revenues from hardware product sales decreased by $23,192, or approximately 32%, to $50,008 for the three months ended October 31, 2023, from $73,200 for the three months ended October 31, 2022.
Gross Profit
Our gross profits from our major revenue categories are summarized as follows:
| 21 |
Margins
| For the Three Months Ended October 31, | ||||||||
| 2023 | 2022 | |||||||
| Global Logistics Service | ||||||||
| Gross Profit Margin | $ | 151,750 | $ | – | ||||
| Gross Profit Margin | 12.8% | – | ||||||
| Hardware Product Sales | ||||||||
| Gross Profit Margin | $ | 9,894 | $ | 24,800 | ||||
| Gross Profit Percentage | 16.5% | 25.3% | ||||||
| Other Services | ||||||||
| Gross Profit Margin | $ | 72,133 | $ | (8,985 | ) | |||
| Gross Profit Percentage | 84.8% | -34.1% | ||||||
| Total | ||||||||
| Gross Profit Margin | $ | 233,777 | $ | 15,815 | ||||
| Gross Profit Percentage | 17.6% | 12.7% | ||||||
Our gross profit increased by $217,962 to $233,777 for the three months ended October 31, 2023 from $15,815 for the three months October 31, 2022. The increase in gross profit was primarily due to the launch of global logistics service, as discussed above. For the three months ended October 31, 2023 and 2022, our overall gross profit margin was 17.6% and 12.7%, respectively. The gross profit margin of the new global logistics service was 12.8%, which is likely to increase as demand picks up post-pandemic with relatively stable global logistics supply. Our growth profit margin of hardware products for the three months ended October 31, 2023 decreased to 16.5%, from 25.3% for the three months ended October 31, 2022 due to pierce competition and relatively low demand on hardware products. The gross profit margin of our other services revenue increased to 84.8% for the three months ended October 31, 2023, driven and started generating profit for the Company
Operating Expenses
There was significant change in our total operating expenses, which were $220,776 and $17,171 for the three months ended October 31, 2023, and 2022, respectively. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees for the compliance service as a public company. The increase was mainly due to the increased commission expense for referring the global logistics customers, and compliance service professional fees.
Income tax expense
Our income tax expense amounted to $ 19,113 and $ (224) for the three months ended October 31, 2023, and 2022, respectively. The change was due to the increase in revenue realized during the recent quarter.
Net Loss
The Company realized a net loss of $6,112 for the three months ended October 31, 2023. However, because the Company owns only 90% of its operating subsidiary, Roshing, 10% of that company’s net income was attributed to the minority interest. Therefore the net loss for the three months ended October 31, 2023 attributable to the shareholders of Tianci International was $15,784. In comparison, during the three months ended October 31st 2023, the Company’s net loss was $1,132 and, after deducting the net loss attributable to the 10% minority interest in Roshing, net loss attributable to shareholders of Tianci International was $1,019. We believe our pivot into the logistics service gives our shareholders an opportunity and exposure at a great sector as the global economy recovers from the pandemic.
| 22 |
Liquidity and Capital Resources
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of October 31, 2023, we have a working capital deficit of $(286,400), our cash amounted to $380,833, our current assets were $631,629 and our current liabilities were $918,029. To date, we have financed our operations primarily through capital contributions and advances from shareholders and private investors. At October 31, 2023 we owed $276,077 to related parties (See Note 3 of the interim financial statement). We also owed $300,800 to officers for compensation accrued under their employment agreements that they have agreed to defer. The deferred compensation is classified with accrued liabilities and other payables.
Because 63% of our liabilities are owed to related parties, we believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.
We started providing shipping & freight forwarding services during the quarter ended October 31, 2023, which may require significant capital expenditure for developing the business. If we determined that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The following table summarizes the key components of our cash flows for the three months ended October 31, 2023 and 2022.
| For the three months ended | ||||||||
| October 31, | ||||||||
| 2023 | 2022 | |||||||
| Net cash provided by (used in) operating activities | $ | 124,524 | $ | (14,903 | ) | |||
| Net cash used in investing activities | – | – | ||||||
| Net cash provided by (used in) financing activities | (33 | ) | 36,436 | |||||
| Net change in cash and restricted cash | $ | 124,491 | $ | 21,533 | ||||
Operating activities
Net cash of $124,524 provided by operating activities for the three months ended October 31, 2023 was primarily the result of an increase in accounts payable of $195,232, an increase in accrued liabilities and other payables of $140,354 which was partially offset by the increase of $ 195,629 in accounts receivable.
Net cash of $14,903 used in operating activities for the three months ended October 31, 2022 was primarily the result of an increase in accounts receivable of $111,749, which was partially offset by the increase of $98,202 in accounts payable.
Investing activities
The company has no investing activities for the three months ended October 31, 2023 and 2022.
| 23 |
Financing activities
Net cash used in financing activities for the three months ended October 31, 2023 was $33. This was attributable to our repayment of a working capital advance by a related party in the amount of $90,000, which was offset by the $89,967 in working capital advance from related parties.
Net cash of $36,436 provided by financing activities for the three months ended October 31, 2022 was primarily attributable to a working capital advance from a related party amounting to $62,775, the direct payment of operating expenses by shareholders amounting to $23,977, and the payments of Shenzhen China rent by related parities amounting to $3,519. Cash inflow was partially offset by repayment of a working capital advance to related party in the amount of $53,835.
Impact of the COVID-19 Pandemic
The global outbreak of COVID-19 and resulting health crisis has caused, and continues to cause, significant and widespread disruptions to the Hong Kong and global economies, financial and consumer markets. We believe, however, that the COVID-19 outbreak has had very limited impact on our business.
During the course of the COVID-19 pandemic, public health officials and other governmental authorities have imposed and may impose new mitigation measures, regulations and requirements to address the spread of COVID-19. Public health officials and other governmental authorities also have imposed directives and may impose additional directives that could require changes in our business practices. The scope and duration of these mitigation measures and directives continue to evolve throughout the course of the COVID-19 pandemic. Depending on the future course of COVID-19 and further outbreaks, we may experience restrictions and temporary closures of our offices.
Although we have continued to serve our clients and operate our business throughout the COVID-19 pandemic, there can be no assurance that future events will not have an effect on our business, results of operations or financial condition because the extent and duration of the health crisis remains uncertain. Future adverse developments in connection with the COVID-19 crisis, including further outbreaks and new strains or variants of COVID-19, evolving international, federal, state and local restrictions and safety regulations in response to COVID-19, changes in consumer behavior and health concerns, the pace of economic activity in the wake of COVID-19, or other similar issues could adversely affect our business, results of operations or financial condition in the future, or our financial results and business performance in future periods.
We continue to actively manage the impact of the COVID-19 crisis as we face continued uncertainty regarding the impact COVID-19 will have on our financial operations in the near and long term. The need for, or timing of, any future actions in response to COVID-19 is largely dependent on the mitigation of the spread of the virus along with the adoption and continued effectiveness of vaccines, status of government orders, directives and guidelines, recovery of the business environment, global supply chain conditions, economic conditions, and consumer demand for our products and services, all of which are highly uncertain.
Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
| 24 |
In connection with the preparation of our financial statements for the three months ended October 31, 2023, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income and statements of cash flows.
| QUANTITATIVE 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.
| 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 October 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 |
| · | 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. |
| 25 |
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 October 31, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
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.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
None.
None.
Not Applicable.
None.
| ||
______
* Filed herewith.
(1) Incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012.
(2) Incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015.
(3) Incorporated by reference to our Annual Report on Form 10-K filed on October 5, 2020.
(4) Incorporated by reference to our Quarterly Report on Form 10-Q filed on December 14, 2021.
(5) Incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2013.
(6) Incorporated by reference to our Annual Report on Form 10-K filed on November 13, 2015.
(7) Incorporated by reference to our Current Report on Form 8-K filed on August 27, 2015
(8) Incorporated by reference to our Annual Report on Form 10-K filed on October 31, 2022.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
| None. | |
| Item 1A | Risk Factors |
| There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended July 31, 2023. | |
| Item 2 | Unregistered Sale of Securities and Use of Proceeds |
| (a) Unregistered sales of equity securities | |
| There were no unregistered sales of equity securities by the Company during the first quarter of fiscal year 2024, 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 first quarter of fiscal year 2024. | |
| Item 3. | Defaults Upon Senior Securities. |
| None. | |
| Item 4. | Mine Safety Disclosures. |
| Not Applicable. | |
| Item 5. | Other Information. |
| None. | |
| Item 6. | Exhibits |
| 31-a(1) | Rule 13a-14(a) Certification of CEO and CFO | |
| 32-a(1) | Rule 13a-14(b) Certification of CEO and CFO | |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Schema | |
| 101.CAL | Inline XBRL Calculation | |
| 101.DEF | Inline XBRL Definition | |
| 101.LAB | Inline XBRL Label | |
| 101.PRE | Inline XBRL Presentation | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
| 27 |
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. | ||
| By: /s/ | ||
Shufang Gao, Chief Executive, | ||