Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2023 | Jun. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --07-31 | |
Entity File Number | 333-184061 | |
Entity Registrant Name | TIANCI INTERNATIONAL, INC. | |
Entity Central Index Key | 0001557798 | |
Entity Tax Identification Number | 45-5440446 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 20 Holbeche Road | |
Entity Address, City or Town | Arndell Park | |
Entity Address, Country | AU | |
Entity Address, Postal Zip Code | 2148 | |
Country Region | +1 | |
City Area Code | 702 | |
Local Phone Number | 978-9532 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,903,481 |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2023 | Jul. 31, 2022 | |
Current assets: | |||
Cash | $ 263,069 | $ 21,237 | |
Accounts receivable | 115,004 | 737,663 | |
Prepaid expense and other current assets | 2,500 | 0 | |
Due from related party | 54,134 | 0 | |
Total current assets | 434,707 | 758,900 | |
Other assets: | |||
Lease security deposit | 1,542 | 1,439 | |
Right-of-Use asset | 7,496 | 0 | |
Deferred income tax | 0 | 0 | |
Total non-current assets | 9,038 | 1,439 | |
TOTAL ASSETS | 443,745 | 760,339 | |
Current liabilities: | |||
Accounts payable | 146,789 | 444,944 | |
Income taxes payable | 16,422 | 14,202 | |
Due to related parties | 294,943 | 194,794 | |
Lease liability - current | 4,316 | 0 | |
Advance from customers | 32,636 | 0 | |
Accrued liabilities and other payables | 191,892 | 1,640 | |
Total current liabilities | 686,998 | 655,580 | |
Lease liability - noncurrent | 3,180 | 0 | |
Total liabilities | 690,178 | 655,580 | |
Commitments and contingencies | |||
Stockholders’ equity (deficit): | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 and 1,500,000 shares issued and outstanding as of April 30, 2023 and July 31, 2022, respectively | [1] | 590 | 150 |
Subscription receivable | 0 | (50,000) | |
Additional paid-in capital | 3,129 | 82,732 | |
Retained earnings (accumulated deficit) | (237,471) | 64,689 | |
Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC. | (233,744) | 97,571 | |
Non-controlling interest | (12,689) | 7,188 | |
Total stockholders’ equity (deficit) | (246,433) | 104,759 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 443,745 | 760,339 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred Stock, Value, Issued | 8 | 0 | |
Undesignated Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred Stock, Value, Issued | $ 0 | $ 0 | |
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2023 | Jul. 31, 2022 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,903,481 | 1,500,000 |
Common Stock, Shares, Outstanding | 5,903,481 | 1,500,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 80,000 | 80,000 |
Preferred Stock, Shares Issued | 80,000 | 0 |
Preferred Stock, Shares Outstanding | 80,000 | 0 |
Undesignated Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
OPERATING REVENUES | ||||
Total Operating Revenues | $ 144,013 | $ 0 | $ 367,113 | $ 8,792 |
COST OF REVENUES | ||||
Total Cost of Revenues | 260,700 | 9,026 | 448,055 | 23,245 |
Gross profit (loss) | (116,687) | (9,026) | (80,942) | (14,453) |
Operating expenses: | ||||
Selling and marketing | 39,532 | 2,131 | 47,692 | 8,160 |
General and administrative | 157,909 | 13,262 | 191,184 | 35,438 |
Total operating expenses | 197,441 | 15,393 | 238,876 | 43,598 |
Loss from operations | (314,128) | (24,419) | (319,818) | (58,051) |
Other income (expense) | 0 | 0 | 0 | 0 |
Loss before provision for (benefit from) income taxes | (314,128) | (24,419) | (319,818) | (58,051) |
Provision for (benefit from) income taxes | 1,280 | (4,029) | 2,219 | (9,578) |
Net loss | (315,408) | (20,390) | (322,037) | (48,473) |
Less: net loss attributable to non-controlling interest | (19,214) | (2,039) | (19,877) | (4,847) |
Net loss attributable to TIANCI INTERNATIONAL, INC. | (296,194) | (18,351) | (302,160) | (43,626) |
Product [Member] | ||||
OPERATING REVENUES | ||||
Total Operating Revenues | 115,000 | 0 | 294,880 | 0 |
COST OF REVENUES | ||||
Total Cost of Revenues | 88,550 | 0 | 227,660 | 0 |
Service [Member] | ||||
OPERATING REVENUES | ||||
Total Operating Revenues | 29,013 | 0 | 72,233 | 8,792 |
COST OF REVENUES | ||||
Total Cost of Revenues | $ 172,150 | $ 9,026 | $ 220,395 | $ 23,245 |
UNAUDITED INTERIM CONDENSED C_4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | ||
Income Statement [Abstract] | |||||
Weighted Average Number of Shares Outstanding, Basic | [1] | 4,419,162 | 1,500,000 | 2,451,668 | 1,500,000 |
Weighted Average Number of Shares Outstanding, Diluted | [1] | 4,419,162 | 1,500,000 | 2,451,668 | 1,500,000 |
Earnings Per Share, Basic | [1] | $ (0.07) | $ (0.01) | $ (0.12) | $ (0.03) |
Earnings Per Share, Diluted | [1] | $ (0.07) | $ (0.01) | $ (0.12) | $ (0.03) |
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
UNAUDITED INTERIM CONDENSED C_5
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Jul. 31, 2021 | $ 150 | $ (50,000) | $ 62,686 | $ (79,460) | $ (8,829) | $ (75,453) | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 1,500,000 | ||||||
Payments of Shenzhen China rent by related parties (Note 3) | 2,865 | 2,865 | |||||
Net loss | (6,588) | (732) | (7,320) | ||||
Ending balance, value at Oct. 31, 2021 | $ 150 | (50,000) | 65,551 | (86,048) | (9,561) | (79,908) | |
Shares, Outstanding, Ending Balance at Oct. 31, 2021 | 1,500,000 | ||||||
Beginning balance, value at Jul. 31, 2021 | $ 150 | (50,000) | 62,686 | (79,460) | (8,829) | (75,453) | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2021 | 1,500,000 | ||||||
Net loss | (48,473) | ||||||
Ending balance, value at Apr. 30, 2022 | $ 150 | (50,000) | 77,182 | (123,086) | (13,676) | (109,430) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2022 | 1,500,000 | ||||||
Beginning balance, value at Oct. 31, 2021 | $ 150 | (50,000) | 65,551 | (86,048) | (9,561) | (79,908) | |
Shares, Outstanding, Beginning Balance at Oct. 31, 2021 | 1,500,000 | ||||||
Payments of Shenzhen China rent by related parties (Note 3) | 5,799 | 5,799 | |||||
Net loss | (18,687) | (2,076) | (20,763) | ||||
Ending balance, value at Jan. 31, 2022 | $ 150 | (50,000) | 71,350 | (104,735) | (11,637) | (94,872) | |
Shares, Outstanding, Ending Balance at Jan. 31, 2022 | 1,500,000 | ||||||
Payments of Shenzhen China rent by related parties (Note 3) | 5,832 | 5,832 | |||||
Net loss | (18,351) | (2,039) | (20,390) | ||||
Ending balance, value at Apr. 30, 2022 | $ 150 | (50,000) | 77,182 | (123,086) | (13,676) | (109,430) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2022 | 1,500,000 | ||||||
Beginning balance, value at Jul. 31, 2022 | $ 150 | (50,000) | 82,732 | 64,689 | 7,188 | 104,759 | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 | 1,500,000 | ||||||
Payments of Shenzhen China rent by related parties (Note 3) | 3,519 | 3,519 | |||||
Net loss | (1,019) | (113) | (1,132) | ||||
Ending balance, value at Oct. 31, 2022 | $ 150 | (50,000) | 86,251 | 63,670 | 7,075 | 107,146 | |
Shares, Outstanding, Ending Balance at Oct. 31, 2022 | 1,500,000 | ||||||
Beginning balance, value at Jul. 31, 2022 | $ 150 | (50,000) | 82,732 | 64,689 | 7,188 | 104,759 | |
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 | 1,500,000 | ||||||
Net loss | (322,037) | ||||||
Ending balance, value at Apr. 30, 2023 | $ 8 | $ 590 | 3,129 | (237,471) | (12,689) | (246,433) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2023 | 80,000 | 5,903,481 | |||||
Beginning balance, value at Oct. 31, 2022 | $ 150 | (50,000) | 86,251 | 63,670 | 7,075 | 107,146 | |
Shares, Outstanding, Beginning Balance at Oct. 31, 2022 | 1,500,000 | ||||||
RQS United Subscription receivable | 50,000 | 50,000 | |||||
Capital contribution | 65,650 | 65,650 | |||||
Payments of Shenzhen China rent by related parties (Note 3) | 5,560 | 5,560 | |||||
Net loss | (4,947) | (550) | (5,497) | ||||
Ending balance, value at Jan. 31, 2023 | $ 150 | 157,461 | 58,723 | 6,525 | 222,859 | ||
Shares, Outstanding, Ending Balance at Jan. 31, 2023 | 1,500,000 | ||||||
Payments of Shenzhen China rent by related parties (Note 3) | 5,648 | 5,648 | |||||
Stock compensation issued | $ 70 | 209,930 | 210,000 | ||||
Stock compensation issued, shares | 700,000 | ||||||
Reverse merger adjustment | $ 8 | $ 370 | (369,910) | (369,532) | |||
Reverse merger adjustment, shares | 80,000 | 3,703,481 | |||||
Net loss | (296,194) | (19,214) | (315,408) | ||||
Ending balance, value at Apr. 30, 2023 | $ 8 | $ 590 | $ 3,129 | $ (237,471) | $ (12,689) | $ (246,433) | |
Shares, Outstanding, Ending Balance at Apr. 30, 2023 | 80,000 | 5,903,481 |
UNAUDITED INTERIM CONDENSED C_6
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (322,037) | $ (48,473) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Deferred income tax benefit | 0 | (9,578) |
Stock compensation issued | 210,000 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 622,659 | 0 |
Prepaid expense and other assets | 647 | 0 |
Advance from customers | 32,636 | 0 |
Accounts payable | (301,282) | 0 |
Income taxes payable | 2,220 | 0 |
Accrued liabilities and other payables | 69,452 | 0 |
Net cash (used in) provided by operating activities | 314,295 | (58,051) |
Cash flows from financing activities: | ||
Cash received in connection with reverse acquisition | 4,186 | 0 |
Subscription receivable collected | 50,000 | 0 |
Capital contribution received | 65,650 | 0 |
Working capital advance from related party | 61,490 | 2,008 |
Repayment of working capital advance from related party | (341,885) | (12,280) |
Operating expenses directly paid by shareholders | 73,369 | 52,227 |
Payments of Shenzhen China rent by related parties | 14,727 | 14,496 |
Net cash (used in) provided by financing activities | (72,463) | 56,451 |
Net increase (decrease) in cash | 241,832 | (1,600) |
Cash, beginning | 21,237 | 20,249 |
Cash, ending | 263,069 | 18,649 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-Cash Activities: | ||
Initial recognition of right-of-use assets and lease liabilities | 7,496 | 0 |
Noncash assets (liabilities) received in connection with reverse acquisition: | ||
Prepaid expense and other current assets | 3,250 | 0 |
Accounts payable | (3,127) | 0 |
Due to related parties | (253,041) | 0 |
Accrued liabilities and other payables | (120,800) | 0 |
Net | $ (373,718) | $ 0 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Apr. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND ORGANIZATION | NOTE 1 – NATURE 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. The Company is a holding company. As of April 30, 2023, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90 On February 13, 2023, the Company incorporated a wholly owned subsidiary Tianci Group Holding Limited in the Republic of Seychelles. Reorganization On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United Group Limited (“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 90 the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. As a result of the Share Exchange, RQS United became our wholly-owned subsidiary and the former RQS United Stockholders became our controlling stockholders. The share exchange transaction was treated as a reverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of RQS United and its consolidated subsidiary, Roshing. RQS United is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong and is principally engaged in sales of electronic device hardware components, development of software and websites, technical consulting, and maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong and China. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim financial information referred to above has been prepared and presented in U.S. dollars in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. This report on Form 10-Q should be read in conjunction with the Company’s financial statements for the years ended July 31, 2022 and 2021 and notes thereto included in the Company’s Form 8-K filed with the SEC on March 6, 2023. Results of the nine months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the year ending July 31, 2023 or any other future periods. Principles of consolidation The unaudited interim 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 periods. Actual results could differ from these good faith estimates and judgments. Foreign currency translation and transactions The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations. Cash and Cash Equivalents Cash and cash equivalents consist primarily of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in United States and Hong Kong. Accounts receivable, net 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 the 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 April 30, 2023 and July 31, 2022, no allowance for doubtful accounts was deemed necessary. Fair Value Measurements The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held 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, accounts receivable, due from related party accounts payable, and due to related parties) are reported in the unaudited consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization. Revenue recognition The Company follows the 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 five-step model requires that the 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 occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations. The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price. The Company’s revenue recognition policies are as follows: a. 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 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. b. Software and Website Development Services The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As 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. c. Technical Consulting and Training Services The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training. d. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. Cost of revenues For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software related services, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s software engineers. Advertising costs Advertising costs amounted to $ 0 192 192 192 Operating leases Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704 5 The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use 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 asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim consolidated financial statements and the corresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the 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 realized. An 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 examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax for uncertain tax positions are classified as income tax expense in the 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 2020 and subsequent years are subject to examination by the applicable tax authorities. Earnings (loss) per share 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 and nine months ended April 30, 2023 and 2022, there were no Noncontrolling Interests The Company’s noncontrolling interest represents the minority shareholder’s 10 Related parties Parties, which can be a corporation, other business entity, or individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Recently issued accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as an emerging growth company. The Company is currently evaluating the impact ASU 2019-05 may have on its unaudited consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard on August 1, 2022 did not have a material impact on the Company’s unaudited consolidated financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning August 1, 2021. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on August 1, 2021 did not have a material impact on the Company’s unaudited consolidated financial statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated Financial Statements. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 9 Months Ended |
Apr. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 3 – RELATED PARTIES BALANCES AND TRANSACTIONS Due from related party consists of: Due from related party represents a receivable of $ 54,134 Due to related parties consist of: Schedule of due to related parties Transaction April 30, July 31, Name Relationship Nature 2023 2022 Zhigang Pei Tianci chief executive officer from August 26, 2021 to January 27, 2023 Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ – RQS Capital Parent Company Company cash collection due to RQS Capital 32,132 – Ying Deng RQS Capital 30% owner and Roshing’s 10% minority interest owner Working capital advances and operating expense paid on behalf of the Company 41,902 194,794 TOTAL $ 294,943 $ 194,794 These liabilities are unsecured, non-interest bearing, and due on demand. Employment agreements with officers and director retainer agreements Tianci currently maintains four employment agreements and three director retainer agreements with its officers and directors. The agreements have terms of 3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month. For the three and nine months ended April 30, 2023, we accrued management compensation expenses of $ 60,000 Office space sharing agreement with related parties On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60 30 5,648 5,832 5,648 5,832 14,727 14,496 14,727 14,496 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS EQUITY On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 100,000,000 0.0001 80,000 0.0001 20,000,000 0.0001 The following table sets forth information, as of April 30, 2023, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc. Schedule of capital stock authorized Class Shares Authorized Shares Outstanding Common Stock, $.0001 par value 100,000,000 5,903,481 Series A Preferred Stock, $.0001 par value 80,000 80,000 Undesignated Preferred Stock, $.0001 par value 20,000,000 0 Series A Preferred Stock Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock will be entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. Undesignated Preferred Stock The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion. Issuances of Preferred Stock and Common Stock On January 27, 2023, Tianci sold 80,000 24,000 On March 1, 2023, Tianci sold a total of 1,253,333 0.30 376,000 On March 6, 2023, Tianci issued 1,500,000 Also on March 6, 2023 pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of 700,000 210,000 700,000 144,000 36,000 30,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES Income Taxes The Company computes its tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income(loss) from recurring operations and adjusting for discrete tax items arising in that quarter. The Company had an effective tax rate of (0.41 16.5 (0.69 16.5 The Company has evaluated all available evidence, both positive and negative, including historical levels of income and expectations and risks associated with estimates of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the United States. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against its United States deferred tax assets. The Company is subject to income taxes in the United States and foreign jurisdictions. As of April 30, 2023, tax years 2020 and forward generally remain open for examination for U.S. federal and state tax purposes, and tax years 2017 and forward generally remain open for examination for foreign tax purposes. The Company has applied ASC 740 and determined that it does not have uncertain tax positions giving rise to unrecognized tax benefits for each of the three and nine months ended April 30, 2023 and 2022. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the Inflation Act) into law. The Inflation Act contains certain tax measures, including a corporate alternative minimum tax of 15 1 no |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Apr. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 6 — CONCENTRATION OF RISK Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The cash balance in each financial institution in the United States is insured by the FDIC up to $ 250,000 500,000 64,000 140,695 76,000 Customer concentration risk For the nine months ended April 30, 2023, two customers accounted for 47.7 14.1 100 As of April 30, 2023, one customer accounted for 100 41.1 24.4 10.8 10.8 10.5 Vendor concentration risk For the nine months ended April 30, 2023, two vendors accounted for more than 75.8 15.8 As of April 30, 2023, two vendors accounted for 86.9 13.1 44.5 28.1 16.6 10.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES Lease commitments The Company has an office space sharing agreement with Shufang Gao and Ying Deng to use office space located in Shenzhen, China. (See Note 3) 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 2,800 360 3,000 382 8,704 5 The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. As of April 30, 2022, the Company’s operating leases had a weighted average remaining lease term of approximately 1.67 Rent expenses were $ 6,794 6,909 17,870 17,732 The total future minimum lease payments under the non-cancellable operating leases as of April 30, 2023 are as follows: Schedule of operating lease payments Year ending July 31, Minimum lease (Unaudited) 2023 (remaining three months) $ 1,146 2024 4,586 2025 2,096 Total lease payments 7,828 Less: Interest (333 ) Present value of lease liabilities $ 7,496 Future amortization of the Company’s ROU asset is presented below: Schedule of future amortization Year ending July 31, (Unaudited) 2023 (remaining nine months) $ 1,059 2024 4,368 2025 2,069 Total $ 7,496 Contingencies From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. |
ENTERPRISE WIDE DISCLOSURE
ENTERPRISE WIDE DISCLOSURE | 9 Months Ended |
Apr. 30, 2023 | |
Segment Reporting [Abstract] | |
ENTERPRISE WIDE DISCLOSURE | 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 her 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 April 30, For the nine months ended April 30, 2023 (Unaudited) 2022 (Unaudited) 2023 (Unaudited) 2022 (Unaudited) Electronic Device Hardware Components Sales $ 115,000 $ – $ 294,880 $ – Technical Consulting and Training Services – – 14,470 8,792 Software Maintenance and Business Promotion Services 29,013 – 57,763 – Total revenues $ 144,013 $ – $ 367,113 $ 8,792 Disaggregated information of revenues by regions are as follows: Schedule of information of revenues by regions For the three months ended April 30, For the nine months ended April 30, 2023 (Unaudited) 2022 (Unaudited) 2023 (Unaudited) 2022 (Unaudited) Hong Kong $ 122,500 $ – $ 331,850 $ 8,792 Singapore 21,513 – 35,263 – Total revenues $ 144,013 $ – $ 367,113 $ 8,792 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued and determined that there are no reportable subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim financial information referred to above has been prepared and presented in U.S. dollars in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. This report on Form 10-Q should be read in conjunction with the Company’s financial statements for the years ended July 31, 2022 and 2021 and notes thereto included in the Company’s Form 8-K filed with the SEC on March 6, 2023. Results of the nine months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the year ending July 31, 2023 or any other future periods. |
Principles of consolidation | Principles of consolidation The unaudited interim 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 | 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 periods. Actual results could differ from these good faith estimates and judgments. |
Foreign currency translation and transactions | Foreign currency translation and transactions The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in United States and Hong Kong. |
Accounts receivable, net | Accounts receivable, net 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 the 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 April 30, 2023 and July 31, 2022, no allowance for doubtful accounts was deemed necessary. |
Fair Value Measurements | Fair Value Measurements The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held 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, accounts receivable, due from related party accounts payable, and due to related parties) are reported in the unaudited consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization. |
Revenue recognition | Revenue recognition The Company follows the 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 five-step model requires that the 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 occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations. The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price. The Company’s revenue recognition policies are as follows: a. 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 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. b. Software and Website Development Services The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As 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. c. Technical Consulting and Training Services The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training. d. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. |
Cost of revenues | Cost of revenues For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software related services, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s software engineers. |
Advertising costs | Advertising costs Advertising costs amounted to $ 0 192 192 192 |
Operating leases | Operating leases Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704 5 The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases. Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use 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 asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. |
Income taxes | Income taxes The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim consolidated financial statements and the corresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the 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 realized. An 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 examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax for uncertain tax positions are classified as income tax expense in the 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 2020 and subsequent years are subject to examination by the applicable tax authorities. |
Earnings (loss) per share | Earnings (loss) per share 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 and nine months ended April 30, 2023 and 2022, there were no |
Noncontrolling Interests | Noncontrolling Interests The Company’s noncontrolling interest represents the minority shareholder’s 10 |
Related parties | Related parties Parties, which can be a corporation, other business entity, or individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as an emerging growth company. The Company is currently evaluating the impact ASU 2019-05 may have on its unaudited consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard on August 1, 2022 did not have a material impact on the Company’s unaudited consolidated financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning August 1, 2021. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on August 1, 2021 did not have a material impact on the Company’s unaudited consolidated financial statements. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated Financial Statements. |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended |
Apr. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of due to related parties | Schedule of due to related parties Transaction April 30, July 31, Name Relationship Nature 2023 2022 Zhigang Pei Tianci chief executive officer from August 26, 2021 to January 27, 2023 Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ – RQS Capital Parent Company Company cash collection due to RQS Capital 32,132 – Ying Deng RQS Capital 30% owner and Roshing’s 10% minority interest owner Working capital advances and operating expense paid on behalf of the Company 41,902 194,794 TOTAL $ 294,943 $ 194,794 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 9 Months Ended |
Apr. 30, 2023 | |
Equity [Abstract] | |
Schedule of capital stock authorized | 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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Apr. 30, 2023 | |
Offsetting Assets [Line Items] | |
Schedule of future amortization | Schedule of future amortization Year ending July 31, (Unaudited) 2023 (remaining nine months) $ 1,059 2024 4,368 2025 2,069 Total $ 7,496 |
Operating Leasse Payments [Member] | |
Offsetting Assets [Line Items] | |
Schedule of operating lease payments | Schedule of operating lease payments Year ending July 31, Minimum lease (Unaudited) 2023 (remaining three months) $ 1,146 2024 4,586 2025 2,096 Total lease payments 7,828 Less: Interest (333 ) Present value of lease liabilities $ 7,496 |
ENTERPRISE WIDE DISCLOSURE (Tab
ENTERPRISE WIDE DISCLOSURE (Tables) | 9 Months Ended |
Apr. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of information of revenues by business | Schedule of information of revenues by business For the three months ended April 30, For the nine months ended April 30, 2023 (Unaudited) 2022 (Unaudited) 2023 (Unaudited) 2022 (Unaudited) Electronic Device Hardware Components Sales $ 115,000 $ – $ 294,880 $ – Technical Consulting and Training Services – – 14,470 8,792 Software Maintenance and Business Promotion Services 29,013 – 57,763 – Total revenues $ 144,013 $ – $ 367,113 $ 8,792 |
Schedule of information of revenues by regions | Schedule of information of revenues by regions For the three months ended April 30, For the nine months ended April 30, 2023 (Unaudited) 2022 (Unaudited) 2023 (Unaudited) 2022 (Unaudited) Hong Kong $ 122,500 $ – $ 331,850 $ 8,792 Singapore 21,513 – 35,263 – Total revenues $ 144,013 $ – $ 367,113 $ 8,792 |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Details Narrative) | Mar. 06, 2023 | Apr. 30, 2023 |
Plan of reorganization | the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. | |
R Q S [Member] | ||
Ownership percentage | 90% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Aug. 02, 2022 | |
Advertising costs | $ 0 | $ 192 | $ 192 | $ 192 | |
Right of use asset | $ 8,704 | ||||
Borrowing rate | 5% | 5% | |||
Antidilutive shares | 0 | 0 | 0 | 0 | |
R Q S [Member] | |||||
Ownership interest | 10% | 10% |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | Apr. 30, 2023 | Jul. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 294,943 | $ 194,794 |
Zhigang Pei [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 220,909 | 0 |
R Q S Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 32,132 | 0 |
Ying Deng [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 41,902 | $ 194,794 |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 28, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Jul. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Due from related party | $ 54,134 | $ 54,134 | $ 0 | |||
Compensation expenses | 60,000 | 60,000 | ||||
General and administrative expenses | 5,648 | $ 5,832 | 14,727 | $ 14,496 | ||
Additional paid-in capital | 5,648 | $ 5,832 | 14,727 | $ 14,496 | ||
R Q S Capital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related party | $ 54,134 | $ 54,134 | ||||
Shufang Gao [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Office space sharing related parties percentage | 60% | |||||
Ying Deng [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Office space sharing related parties percentage | 30% |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - shares | Apr. 30, 2023 | Jul. 31, 2022 |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Outstanding | 5,903,481 | 1,500,000 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 80,000 | 80,000 |
Preferred Stock, Shares Outstanding | 80,000 | 0 |
Undesignated Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 01, 2023 | Jan. 27, 2023 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Mar. 06, 2023 | Jul. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Capital stock authorized | 120,080,000 | 120,080,000 | ||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Shares issued | 1,500,000 | |||||||
Estimated fair value | $ 210,000 | $ 210,000 | ||||||
Number of share issued | 700,000 | 700,000 | ||||||
Cost of revenues | $ 260,700 | $ 9,026 | $ 448,055 | $ 23,245 | ||||
Selling and marketing | 36,000 | 36,000 | ||||||
General and administrative | 30,000 | 30,000 | ||||||
Services [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cost of revenues | $ 144,000 | $ 144,000 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares sold | 1,253,333 | |||||||
Number of shares sold, value | $ 376,000 | |||||||
Sale of stock per share | $ 0.30 | |||||||
Shares issued | 700,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 80,000 | 80,000 | 80,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of shares sold | 80,000 | |||||||
Number of shares sold, value | $ 24,000 | |||||||
Undesignated Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 16, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | (0.41%) | 16.50% | (0.69%) | 16.50% | |
Corporate alternativ percentage | 15% | ||||
Excise tax percentage | 1% | ||||
Material impact | $ 0 | $ 0 |
CONCENTRATION OF RISK (Details
CONCENTRATION OF RISK (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2023 USD ($) | Jul. 31, 2022 | Apr. 30, 2023 HKD ($) | |
Concentration Risk [Line Items] | |||
FDIC value | $ 250,000 | ||
Compensation amount | 64,000 | $ 500,000 | |
Cash balance | 140,695 | ||
Credit risk amount | $ 76,000 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 47.70% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.10% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100% | 41.10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24.40% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.50% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | One Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 75.80% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Two Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15.80% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 86.90% | 44.50% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Two Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.10% | 28.10% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Three Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.60% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Four Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Schedule of operating lease payments) - USD ($) | Apr. 30, 2023 | Jul. 31, 2022 |
Present value of lease liabilities | $ 7,496 | $ 0 |
Property Subject to Operating Lease [Member] | ||
2023 (remaining three months) | 1,146 | |
2024 | 4,586 | |
2025 | 2,096 | |
Total lease payments | 7,828 | |
Less: Interest | (333) | |
Present value of lease liabilities | $ 7,496 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details - Schedule of future amortization) - Right To Use Asset [Member] | Apr. 30, 2023 USD ($) |
2023 (remaining nine months) | $ 1,059 |
2024 | 4,368 |
2025 | 2,069 |
Total | $ 7,496 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||
Jan. 13, 2023 USD ($) | Jan. 13, 2023 HKD ($) | Jan. 01, 2021 USD ($) | Jan. 01, 2021 HKD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2022 USD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2022 USD ($) | Aug. 02, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Rent expenses | $ 382 | $ 3,000 | $ 360 | $ 2,800 | $ 6,794 | $ 6,909 | $ 17,870 | $ 17,732 | |
Right of use asset | $ 8,704 | ||||||||
Incremental borrowing rate | 5% | 5% | |||||||
Weighted average remaining lease term | 1 year 8 months 1 day | 1 year 8 months 1 day |
ENTERPRISE WIDE DISCLOSURE (Det
ENTERPRISE WIDE DISCLOSURE (Details - Revenues by business) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 144,013 | $ 0 | $ 367,113 | $ 8,792 |
Electronic Device Hardware Components Sales [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 115,000 | 0 | 294,880 | 0 |
Technical Consultingand Training Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 0 | 0 | 14,470 | 8,792 |
Software Maintenance And Business Promotion Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 29,013 | $ 0 | $ 57,763 | $ 0 |
ENTERPRISE WIDE DISCLOSURE (D_2
ENTERPRISE WIDE DISCLOSURE (Details - Revenuew by regions) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2023 | Apr. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 144,013 | $ 0 | $ 367,113 | $ 8,792 |
HONG KONG | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 122,500 | 0 | 331,850 | 8,792 |
SINGAPORE | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 21,513 | $ 0 | $ 35,263 | $ 0 |