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CIIT Tianci International

Filed: 9 Dec 20, 7:58am

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2020

Or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ______________ to __________________

 

Commission File Number 333-184061

 

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 45-5540446
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

No. 45-2, Jalan USJ 21/10
Subang Jaya
Selangor Darul Ehsan, Malaysia
 47640
(Address of principal executive offices) (Zip Code)

 

+6012 697 1115
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  [X] YES [  ] NO          

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

  [X] YES [  ] NO          

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

 

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[X] Smaller reporting company[X]
   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)

  [X] YES [  ] NO          

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

  [  ] YES [  ] NO          

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

2,450,148 shares of common stock issued and outstanding as of December 7, 2020.

   

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION3
Item 1.   Financial Statements3
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk15
Item 4.   Controls and Procedures15
PART II - OTHER INFORMATION17
Item 1.   Legal Proceedings17
Item 1A.   Risk Factors17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds17
Item 3.   Defaults Upon Senior Securities17
Item 4.   Mine Safety Disclosures17
Item 5.   Other Information17
Item 6.   Exhibits17
SIGNATURES19

 

 

 

 

 

 2 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

TIANCI INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

 

  October 31,  July 31, 
  2020  2020 
       
ASSETS        
Current Assets        
Cash $3,968  $3,968 
Prepaid expenses  9,000   12,000 
Total Current Assets  12,968   15,968 
         
         
TOTAL ASSETS $12,968  $15,968 
         
LIABILITIES AND SHAREHOLDERS' DEFICIT        
Current Liabilities        
Accounts payable and accrued liabilities $8,482  $7,759 
Due to related parties  270,023   258,935 
Total Current Liabilities  278,505   266,694 
         
Total Liabilities  278,505   266,694 
         
Commitments and Contingencies        
         
SHAREHOLDERS' DEFICIT        
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, no shares issued and outstanding      
Common stock, $0.0001 par value, 100,000,000 shares authorized;2,450,148 shares and 4,751,718 shares issued and outstanding as of October 31, 2020 and July 31, 2020, respectively.  245   475  
Additional paid-in capital  1,127,306   1,127,076 
Accumulated deficit  (1,393,088)  (1,378,277)
Total Shareholders' Deficit  (265,537)  (250,726)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $12,968  $15,968 

 

 

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

 

 

 

 3 

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

  Three Months Ended 
  October 31, 
  2020  2019 
       
Revenues $  $ 
         
Operating Expenses        
Office and miscellaneous  123   82 
Professional fees  14,688   22,625 
Total Operating Expenses  14,811   22,707 
         
Loss from Operations  (14,811)  (22,707)
         
Loss before Income Taxes  (14,811)  (22,707)
Provision for income taxes      
Net Loss $(14,811) $(22,707)
         
Basic and diluted loss per common share $(0.01) $(0.00)
Basic and diluted weighted average common shares outstanding  2,525,199   5,054,985 

 

  

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

 

 

 

 4 

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

 

 

For the Three Months Ended October 31, 2020

 

  Common Stock  Additional    Total 
  Number of Shares  Amount  Paid-in
Capital
  Accumulated
Deficit
  Shareholders'
Deficit
 
                
Balance - July 31, 2020  4,751,718  $475  $1,127,076  $(1,378,277) $(250,726)
Cancellation of common shares by related parties  (2,301,570)  (230)  230       
Net loss for the period           (14,811)  (14,811)
Balance - October 31, 2020  2,450,148  $245  $1,127,306  $(1,393,088) $(265,537)

 

For the Three Months Ended October 31, 2019

 

  Common Stock  Additional    Total 
  Number of Shares  Amount  Paid-in
Capital
  Accumulated
Deficit
  Shareholders'
Deficit
 
                
Balance - July 31, 2019  5,054,985  $505  $1,127,046  $(1,304,429) $(176,878)
Net loss for the period           (22,707)  (22,707)
Balance - October 31, 2019  5,054,985  $505  $1,127,046  $(1,327,136) $(199,585)

 

 

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

 

 

 

 5 

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 Three Months Ended 
 October 31, 
  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(14,811) $(22,707)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities:        
Decrease in prepaid expenses  3,000   3,030 
Increase in accounts payable and accrued liabilities  723   7,009 
Net cash used in operating activities  (11,088)  (12,668)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related parties  11,088   12,668 
Net cash provided by financing activities  11,088   12,668 
         
Net change in cash     ��
Cash - beginning of period  3,968   3,968 
Cash - end of period $3,968  $3,968 
         
Supplemental Cash Flow Disclosures        
Cash paid for interest $  $ 
Cash paid for income taxes $  $ 
Non-cash financing and investing activities        
Cancellation of common shares $230  $ 

 

 

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

 

 

 

 

 6 

 

 

TIANCI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

The Company’s fiscal year end is July 31.

 

 

NOTE 2 – GOING CONCERN

 

As of October 31, 2020, the Company had $3,968 in cash held in trust. The Company had incurred a net loss of $14,811 for the three months ended October 31, 2020.

 

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

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2020 filed on October 5, 2020.

 

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.

 

 

 

 7 

 

 

Results of the three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021 and any other future periods.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $3,968 in cash and cash equivalents as of October 31, 2020 and July 31, 2020.

 

Fair Value Measurements

 

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

 

The Company's financial instruments consist of cash, prepaid expense, accounts payable, and due to related parties.  The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

 

Revenue Recognition

 

The Company has yet to generate revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement exists, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized.

 

Basic and Diluted Earnings (Loss) Per Share

 

Basic earning (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2020 and July 31, 2020.

 

 

 

 8 

 

 

Recent Accounting Pronouncements

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial statements. 

 

 

NOTE 4 – DUE TO RELATED PARTIES

  

During the three months ended October 31, 2020 and 2019, a shareholder of the Company advanced $11,088 and $12,668 for working capital purpose, respectively.

 

As of October 31, 2020, and July 31, 2020, the Company owed $270,023 and $258,935, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

 

 

NOTE 5 - EQUITY

   

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

 

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

 

As of October 31, 2020, and July 31, 2020, there were 2,450,148 shares and 4,751,718 shares of common stock issued and outstanding, respectively.

 

 

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, 2020 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.”

 

 

 

 

 

 

 

 

 

 

 9 

 

 

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

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. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Our unaudited condensed financial statements are stated in United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of the United States of America (the U.S. GAAP).

 

Overview

 

We are currently a “shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

 

We were incorporated in the State of Nevada on June 13, 2012. Our current business office is located at No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia. Our telephone number is +6012 697 1115. We do not have a corporate website.

 

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

 

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

 

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

 

On August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”), the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with the Company and the Seller, the “Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.

 

 

 

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

 

NamePosition
Chuah Su ChenDirector, Chief Financial Officer and Secretary
Chuah Su MeiDirector, Chief Executive Officer and President
Yeow Yuen KaiDirector and Chief Technology Officer

 

Jerry Ooi was appointed to serve as a director effective August 30, 2017. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position on our Board effective August 31, 2019.

 

Historical Activities

 

2014 Securities Sale

 

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

  

2015 Share Exchange

 

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

 

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

 

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

 

 

 

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

  

2016 Securities Sale and Spin-Off

 

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

  

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

 

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

 

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

  

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

 

2017 Securities Sale and Change in Control

 

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

 

NamePosition
Chuah Su ChenDirector, Secretary and Chief Financial Officer
Chuah Su MeiDirector, Chief Executive Officer and President
Yeow Yuen KaiDirector and Chief Technology Officer

 

Chuah Su Chen and Chuah Su Mei are siblings.

 

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

 

 

 

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2020 Cancellation of Securities

 

In August 2020, Chuah Su Chen cancelled all shares of common stock held by her and Chuah Su Mei cancelled 604,837 shares of common stock held by her. As a result, Chuah Su Chen does not hold any shares of common stock of the Company and Chuah Su Mei holds 1,793,000 shares. The executive officers elected to cancel their shares to increase the number of shares available for future prospective corporate transactions including financings and acquisitions.

 

We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

 

Limited Operating History; Need for Additional Capital

 

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

 

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.

 

We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of October 31, 2020, the Company had working capital deficit of $265,537 and has incurred losses since its inception resulting in an accumulated deficit of $1,393,088. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.

 

Results of Operations

  

The following table provides selected financial data about our company as of October 31, 2020 and July 31, 2020 and for the three months ended October 31, 2020 and 2019.

 

Balance Sheet Data

 

  October 31,  July 31,    
  2020  2020  Change 
          
Cash $3,968  $3,968  $ 
Total assets $12,968  $15,968  $(3,000)
Total liabilities $278,505  $266,694  $11,811 
Stockholders' deficit $265,537  $250,726  $14,811 

 

 

 

 

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Summary Income Statement Data

 

Three Months Ended October 31, 2020, Compared to Three Months Ended October 31, 2019

 

  Three Months Ended    
  October 31,    
  2020  2019  Change 
Net Revenue $  $  $ 
Total Operating Expenses  14,811   22,707   (7,896)
Loss from Operations  14,811   22,707   (7,896)
Net Loss $14,811  $22,707  $(7,896)

 

Revenue. During the three months ended October 31, 2020, and 2019, we did not generate any revenues.

 

Operating Expenses. Operating expenses were $14,811 and $22,707 for the three months ended October 31, 2020 and 2019, respectively. Operating expenses mainly consisted of professional fees and office and miscellaneous expenses. The decrease in operating expenses resulted primarily from the decrease in professional fees. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

 

Loss from Operations. For the three months ended October 31, 2020, and 2019, we incurred a loss from operations of $14,811 and $22,707, respectively. The decrease in loss from operations was attributable to the decrease in our professional fees.

 

Net Loss. For the three months ended October 31, 2020, and 2019, we incurred a net loss of $14,811 and $22,707, respectively. The decrease in net loss was primarily attributable to the decrease in our professional fees.

 

Liquidity and Capital Resources

 

Working Capital

 

  October 31,  July 31,    
  2020  2020  Change 
Current Assets $12,968  $15,968  $(3,000)
Current Liabilities  278,505   266,694   11,811 
Working Capital Deficit $(265,537) $(250,726) $(14,811)

 

As of October 31, 2020, we had a working capital deficit of $265,537 as compared to working capital deficit of $250,726 as of July 31, 2020. The increase in working capital deficit was mainly due to an increase in amounts due to related parties for the payment of operating expenses.

 

  

Cash Flows

 

  Three Months Ended 
  October 31, 
  2020  2019 
Cash used in operating activities $(11,088) $(12,668)
Cash provided by investing activities $  $ 
Cash provided by financing activities $11,088  $12,668 

 

 

 

 

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Cash Flows from Operating Activities

 

During the three months ended October 31 2020, net cash used in operating activities was $11,088, compared to $12,668 for the three months ended October 31, 2019. The decrease in net cash used in operating activities was mainly due to the decrease in net loss.

 

Cash Flows from Investing Activities

 

During the three months ended October 31, 2020 and 2019, we had no cash flow from investing activities.

 

Cash Flows from Financing Activities

 

During the three months ended October 31, 2020, net cash provided by financing activities was $11,088, compared to $12,668 for the three months ended October 31 2019. The decrease in net cash provided by financing activities was mainly due 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 likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

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

 

 

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 

 

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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, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

 

 Because of the company’s limited resources, there are limited controls over information processing.

 

 There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of two persons, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

 

 The Company does not have a sitting audit committee financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

 

 There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended October 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

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PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

Item 1A.Risk Factors

 

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

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not Applicable.

 

Item 5.Other Information

 

None.

 

Item 6.Exhibits

 

Exhibit

Number

 Description of Exhibit
3.1 Articles of Incorporation (1)
3.2 Articles of Amendment (2)
3.3 Bylaws (1)
4.1 Form of common stock certificate (1)
4.2 Description of Securities (3)
14.1 Code of Ethics (4)
14.2 Insider Trading Policy (5)
14.3 Disclosure Policy (5)
31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
32.1* Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
99.1 Pre-Approval Procedures (6)
101* Interactive Data File
101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

 

 

 

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______ 

* Filed herewith.

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

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

(3) Incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K filed on October 10, 2019.

(4) Incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013.

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

(6) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

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

 

  TIANCI INTERNATIONAL, INC.
  (Registrant)
Dated:  December 9, 2020 /s/ Chuah Su Mei
  Chuah Su Mei
  Chief Executive Officer, President and Director
  (Principal Executive Officer)
   
   
Dated:  December 9, 2020 /s/ Chuah Su Chen
  Chuah Su Chen
  Chief Financial Officer, Secretary and Director
  (Principal Financial Officer and Principal Accounting Officer)
   

 

 

 

 

 

 

 

 

 

 

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