Cover
Cover - shares | 3 Months Ended | |
Oct. 31, 2023 | Dec. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Oct. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | Unit B,10/F., Ritz Plaza | |
Entity Address, Address Line Two | No.122 Austin Road | |
Entity Address, Address Line Three | Tsim Sha Tsui | |
Entity Address, City or Town | Kowloon | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | 852- | |
Local Phone Number | 22510781 | |
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 ($) | Oct. 31, 2023 | Jul. 31, 2023 | |
Current assets: | |||
Cash | $ 380,833 | $ 256,342 | |
Accounts receivable | 195,629 | 0 | |
Prepaid expense | 1,000 | 1,750 | |
Due from related party | 54,167 | 54,134 | |
Total current assets | 631,629 | 312,226 | |
Other assets: | |||
Lease security deposit | 1,656 | 1,542 | |
Right-of-use asset | 0 | 6,436 | |
Total non-current assets | 1,656 | 7,978 | |
TOTAL ASSETS | 633,285 | 320,204 | |
Current liabilities: | |||
Accounts payable | 196,011 | 779 | |
Income taxes payable | 45,411 | 26,298 | |
Due to related parties | 276,077 | 276,077 | |
Lease liability - current | 0 | 4,368 | |
Advances from customers | 0 | 29,070 | |
Accrued liabilities and other payables | 400,530 | 260,176 | |
Total current liabilities | 918,029 | 596,768 | |
Lease liability - noncurrent | 0 | 2,068 | |
Total liabilities | 918,029 | 598,836 | |
Commitments and contingencies | |||
Stockholders’ equity (deficit): | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of October 31, 2023 and July 31, 2023, respectively | [1] | 590 | 590 |
Additional paid-in capital | 4,982 | 4,982 | |
Accumulated deficit | (292,305) | (276,521) | |
Total stockholders' deficit attributable to TIANCI INTERNATIONAL, INC. | (286,725) | (270,941) | |
Non-controlling interest | 1,981 | (7,691) | |
Total stockholders’ (deficit) | (284,744) | (278,632) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 633,285 | 320,204 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | 8 | 8 | |
Undesignated Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | $ 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 | Oct. 31, 2023 | Jul. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,903,481 | 5,903,481 |
Common stock, shares outstanding | 5,903,481 | 5,903,481 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, shares issued | 80,000 | 80,000 |
Preferred stock, shares outstanding | 80,000 | 80,000 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value | $ 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 | |
Oct. 31, 2023 | Oct. 31, 2022 | |
OPERATING REVENUES | ||
Total Operating Revenues | $ 1,326,648 | $ 124,370 |
COST OF REVENUES | ||
Total Cost of Revenues | 1,092,871 | 108,555 |
Gross profit | 233,777 | 15,815 |
Operating expenses: | ||
Selling and marketing | 102,071 | 2,159 |
General and administrative | 118,705 | 15,012 |
Total operating expenses | 220,776 | 17,171 |
(Loss) income from operations | 13,001 | (1,356) |
Other income (expense) | 0 | 0 |
Income(loss) before provision for (benefit from) income taxes | 13,001 | (1,356) |
Provision for (benefit from) income taxes | 19,113 | (224) |
Net (loss) | (6,112) | (1,132) |
Less: net (loss) income attributable to non-controlling interest | 9,672 | (113) |
Net loss attributable to TIANCI INTERNATIONAL, INC. | (15,784) | (1,019) |
Global Logistics Services [Member] | ||
OPERATING REVENUES | ||
Total Operating Revenues | 1,181,720 | 0 |
COST OF REVENUES | ||
Total Cost of Revenues | 1,029,970 | 0 |
Other Revenue [Member] | ||
OPERATING REVENUES | ||
Total Operating Revenues | 144,928 | 124,370 |
COST OF REVENUES | ||
Total Cost of Revenues | $ 62,901 | $ 108,555 |
UNAUDITED INTERIM CONDENSED C_4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 3 Months Ended | ||
Oct. 31, 2023 | Oct. 31, 2022 | ||
Income Statement [Abstract] | |||
Weighted average number of common shares, basic | [1] | 5,903,481 | 1,500,000 |
Weighted average number of common shares, diluted | [1] | 5,903,481 | 1,500,000 |
Loss per common share attributable to TIANCI INTERNATIONAL, INC, basic | [1] | $ 0 | $ 0 |
Loss per common share attributable to TIANCI INTERNATIONAL, INC, diluted | [1] | $ 0 | $ 0 |
[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] | [1] | Subscription Receivable [Member] | [1] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance, value at Jul. 31, 2022 | $ 0 | [1] | $ 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) | [1] | 3,519 | 3,519 | |||||||
Net loss | [1] | (1,019) | (113) | (1,132) | ||||||
Ending balance, value at Oct. 31, 2022 | $ 0 | [1] | $ 150 | (50,000) | 86,251 | 63,670 | 7,075 | 107,146 | ||
Shares outstanding, ending balance at Oct. 31, 2022 | 0 | 1,500,000 | ||||||||
Beginning balance, value at Jul. 31, 2023 | $ 8 | [1] | $ 590 | 0 | 4,982 | (276,521) | (7,691) | (278,632) | ||
Shares outstanding, beginning balance at Jul. 31, 2023 | 80,000 | 5,903,481 | ||||||||
Net loss | [1] | (15,784) | 9,672 | (6,112) | ||||||
Ending balance, value at Oct. 31, 2023 | $ 8 | [1] | $ 590 | $ 0 | $ 4,982 | $ (292,305) | $ 1,981 | $ (284,744) | ||
Shares outstanding, ending balance at Oct. 31, 2023 | 80,000 | 5,903,481 | ||||||||
[1] Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
UNAUDITED INTERIM CONDENSED C_6
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) | $ (6,112) | $ (1,132) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Deferred income tax benefit | 0 | (224) |
Amortization of operating lease right-of-use asset | 356 | 956 |
Change in operating assets and liabilities: | ||
Accounts receivable | (195,629) | (111,749) |
Prepaid expense | 750 | 0 |
Lease security deposit | (114) | 0 |
Due from related party | (33) | (52,550) |
Advances from customers | (29,070) | 0 |
Accounts payable | 195,232 | 98,202 |
Income taxes payable | 19,113 | 0 |
Operating lease liabilities | (356) | (956) |
Accrued liabilities and other payables | 140,354 | 0 |
Net cash (used in) provided by operating activities | 124,491 | (67,453) |
Cash flows from financing activities: | ||
Working capital advances from related party | 0 | 62,775 |
Repayment of working capital advances from related party | 0 | (1,285) |
Operating expenses directly paid by shareholders | 0 | 23,977 |
Payments of Shenzhen China rent by related parties | 0 | 3,519 |
Net cash (used in) provided by financing activities | 0 | 88,986 |
Net increase in cash | 124,491 | 21,533 |
Cash, beginning | 256,342 | 21,237 |
Cash, ending | 380,833 | 42,770 |
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 | 0 | 10,400 |
Early termination of right-of-use assets and lease liabilities | $ 6,080 | $ 0 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Oct. 31, 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 October 31, 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 issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. As a result of the Share Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholder. The share exchange transaction was treated as a 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. Prior to the Share Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Company ceased to be a shell company. RQS United is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in global logistics services, sales of electronic device hardware components, development of logistics software and websites, technical consulting, and software maintenance. Roshing’s business is primarily carried out in Hong Kong. Going Concern Uncertainty The accompanying consolidated Financial Statements have been prepared in accordance with accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of October 31, 2023, the Company had cash of $ 380,833 286,400 1,326,648 124,370 6,112 1,132 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Oct. 31, 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, 2023 and 2022 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 23, 2023. Results of the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for the year ending July 31, 2024 or any other future periods. Principles of consolidation The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting 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 October 31, 2023 and July 31, 2023, no 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 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. Global Logistics Services The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets. The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading. The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis. b. Electronic Device Hardware Components Products Sales The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant. c. 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. d. Technical Consulting and Training Services The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on 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. e. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. f. Business Consulting Services The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities. Cost of revenues For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor. Advertising costs Advertising costs amounted to $ 0 192 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 uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the 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. The lease for the Company’s Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of $ 6,080 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 2019 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 months ended October 31, 2023, there were 8,000,000 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 an 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 adoption of this standard on August 1, 2023 has not had and is not expected to have a material impact on the Company’s future consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The 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 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 consolidated Financial Statements. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 3 Months Ended |
Oct. 31, 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 $ 54,167 Due to related parties consist of: Schedule of due to related parties Transaction October 31, July 31, Name Relationship Nature 2023 2023 Zhigang Pei Chairman of the Board Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ 220,909 RQS Capital 68% shareholder Company cash collection due to RQS Capital 2,132 2,132 Ying Deng RQS Capital 30% owner and Roshing’s 10% owner Working capital advances and operating expense paid on behalf of the Company 53,036 53,036 TOTAL $ 276,077 $ 276,077 These liabilities are unsecured, non-interest bearing, and due on demand. Employment agreements with officers and director retainer agreements Tianci currently maintains two employment agreements and six 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 months ended October 31, 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 0 3,519 0 3,519 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Oct. 31, 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 October 31, 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 | 3 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES Income Taxes Seychelles RQS United is incorporated in Seychelles and is not subject to tax on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law. Hong Kong Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5 19,113 224 For the three months ended October 31, 2023, the income before provision for income taxes of $ 13,001 (1,356 Significant components of the provision for income taxes are as follows: Schedule of components of income tax expense For the three months ended October 31, October 31, (Unaudited) (Unaudited) Current Hong Kong $ 19,113 $ – Deferred Hong Kong – (224 ) Provision (benefit) for income taxes $ 19,113 $ (224 ) The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate: Schedule of effective income tax reconciliation For the three months ended For the three months ended (Unaudited) (Unaudited) Hong Kong statutory income tax rate 16.5% 16.5% Effective tax rate 16.5% 16.5% For United States income tax purposes, Tianci has a net operating loss carry forward of approximately $ 1,070,000 Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of October 31, 2023 and July 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. As of October 31, 2023, tax years 2020 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2017 and forward generally remain open for examination for foreign tax purposes. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 3 Months Ended |
Oct. 31, 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 held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $ 250,000 500,000 64,000 356,990 293,000 Customer concentration risk For the three months ended October 31, 2023, two customers accounted for 61.2 13.1 For the three months ended October 31, 2022, two customers accounted for 48.2 27.5 As of October 31, 2023, four customers accounted for 44.8 23.9 15.8 12.8 o customer accounted for over 10 Vendor concentration risk For , two vendors accounted for 65.9 13.7 45.8 25.5 19.6 As of October 31, 2023, four vendors accounted for 31.5 29.4 22.7 16.3 10 % of the Company’s total accounts payable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Oct. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES Lease commitments On January 1, 2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement had a term of two years and provided for monthly rent of HKD 2,800 360 3,000 382 8,704 5 6,080 In September 2023, the Company entered into a one-year short term lease with a monthly lease payment of approximately $ 828 HKD 6500 Rent expenses were $ 3,184 4,599 Contingencies From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of October 31, 2023. |
ENTERPRISE-WIDE DISCLOSURE
ENTERPRISE-WIDE DISCLOSURE | 3 Months Ended |
Oct. 31, 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 his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (primarily in Hong Kong and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment. Disaggregated information of revenues by business lines are as follows: Schedule of information of revenues by business For the three months ended October 31, 2023 2022 (Unaudited) (Unaudited) Electronic Device Hardware Components Sales $ 59,902 $ 104,194 Software and Website Development Services 19,230 – Technical Consulting and Training Services – 6,426 Software Maintenance and Business Promotion Services 15,263 13,750 Business Consulting Services 50,533 – Global Logistics Services 1,181,720 – Total revenues $ 1,326,648 $ 124,370 Disaggregated information of revenues by regions are as follows: Schedule of information of revenues by regions For the three months ended October 31, 2023 2022 (Unaudited) (Unaudited) Hong Kong $ 1,051,017 $ 118,120 Vietnam 173,531 – Japan 100,850 – Singapore 1,250 6,250 Total revenues $ 1,326,648 $ 124,370 |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) | 3 Months Ended |
Oct. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) | NOTE 9 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company. The subsidiaries did not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries” and the income (loss) of the subsidiaries is presented as “share of income (loss) of subsidiaries.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required. PARENT COMPANY BALANCE SHEET Schedule of balance sheets October 31, 2023 (Unaudited) ASSETS Cash $ 23,822 Prepaid expense 1,000 Receivable from subsidiaries 29,487 Investment in subsidiaries 182,937 Total Assets $ 237,246 LIABILITIES Accounts payable and accrued liabilities $ 300,930 Due to related parties 223,041 Total Liabilities 523,971 Stockholders’ equity Series A Preferred stock, $ 0.0001 80,000 80,000 8 Undesignated preferred stock, $ 0.0001 20,000,000 no – Common stock, $ 0.0001 100,000,000 5,903,481 590 Additional paid-in capital 4,982 Accumulated deficit (292,305 ) Total stockholders’ equity (286,725 ) Total Liabilities and Stockholders’ Equity $ 237,246 PARENT COMPANY STATEMENT OF OPERATIONS Schedule of statements of operations For the three months ended October 31, 2023 (Unaudited) EXPENSES: General and administrative $ (102,833 ) OTHER INCOME: Income from investment in subsidiaries 87,049 Net Loss $ (15,784 ) PARENT COMPANY STATEMENT OF CASH FLOWS Schedule of statements of cash flows For the three months ended October 31, 2023 (Unaudited) Cash flows from operating activities: Net loss $ (15,784 ) Adjustments to reconcile net loss to net cash used in operating activities: Share of income from investment in subsidiaries (87,049 ) Change in operating assets and liabilities: Prepaid expense 750 Accounts payable and accrued liabilities 59,352 Net cash (used in) operating activities (42,731 ) Net decrease in cash and cash equivalents (42,731 ) Cash and cash equivalents at July 31, 2023 66,553 Cash and cash equivalents at October 31, 2023 $ 23,822 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Oct. 31, 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, 2023 and 2022 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 23, 2023. Results of the three months ended October 31, 2023 are not necessarily indicative of the results that may be expected for the year ending July 31, 2024 or any other future periods. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. |
Use of Estimates | 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 October 31, 2023 and July 31, 2023, no |
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 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. Global Logistics Services The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets. The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading. The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis. b. Electronic Device Hardware Components Products Sales The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant. c. 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. d. Technical Consulting and Training Services The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on 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. e. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. f. Business Consulting Services The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities. |
Cost of revenues | Cost of revenues For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor. |
Advertising costs | Advertising costs Advertising costs amounted to $ 0 192 |
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 uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the 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. The lease for the Company’s Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of $ 6,080 |
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 2019 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 months ended October 31, 2023, there were 8,000,000 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 an 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 adoption of this standard on August 1, 2023 has not had and is not expected to have a material impact on the Company’s future consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The 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 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 consolidated Financial Statements. |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of due to related parties | Schedule of due to related parties Transaction October 31, July 31, Name Relationship Nature 2023 2023 Zhigang Pei Chairman of the Board Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ 220,909 RQS Capital 68% shareholder Company cash collection due to RQS Capital 2,132 2,132 Ying Deng RQS Capital 30% owner and Roshing’s 10% owner Working capital advances and operating expense paid on behalf of the Company 53,036 53,036 TOTAL $ 276,077 $ 276,077 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 3 Months Ended |
Oct. 31, 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Schedule of components of income tax expense For the three months ended October 31, October 31, (Unaudited) (Unaudited) Current Hong Kong $ 19,113 $ – Deferred Hong Kong – (224 ) Provision (benefit) for income taxes $ 19,113 $ (224 ) |
Schedule of effective income tax reconciliation | Schedule of effective income tax reconciliation For the three months ended For the three months ended (Unaudited) (Unaudited) Hong Kong statutory income tax rate 16.5% 16.5% Effective tax rate 16.5% 16.5% |
ENTERPRISE-WIDE DISCLOSURE (Tab
ENTERPRISE-WIDE DISCLOSURE (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of information of revenues by business | Schedule of information of revenues by business For the three months ended October 31, 2023 2022 (Unaudited) (Unaudited) Electronic Device Hardware Components Sales $ 59,902 $ 104,194 Software and Website Development Services 19,230 – Technical Consulting and Training Services – 6,426 Software Maintenance and Business Promotion Services 15,263 13,750 Business Consulting Services 50,533 – Global Logistics Services 1,181,720 – Total revenues $ 1,326,648 $ 124,370 |
Schedule of information of revenues by regions | Schedule of information of revenues by regions For the three months ended October 31, 2023 2022 (Unaudited) (Unaudited) Hong Kong $ 1,051,017 $ 118,120 Vietnam 173,531 – Japan 100,850 – Singapore 1,250 6,250 Total revenues $ 1,326,648 $ 124,370 |
CONDENSED FINANCIAL INFORMATI_2
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Tables) | 3 Months Ended |
Oct. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets | Schedule of balance sheets October 31, 2023 (Unaudited) ASSETS Cash $ 23,822 Prepaid expense 1,000 Receivable from subsidiaries 29,487 Investment in subsidiaries 182,937 Total Assets $ 237,246 LIABILITIES Accounts payable and accrued liabilities $ 300,930 Due to related parties 223,041 Total Liabilities 523,971 Stockholders’ equity Series A Preferred stock, $ 0.0001 80,000 80,000 8 Undesignated preferred stock, $ 0.0001 20,000,000 no – Common stock, $ 0.0001 100,000,000 5,903,481 590 Additional paid-in capital 4,982 Accumulated deficit (292,305 ) Total stockholders’ equity (286,725 ) Total Liabilities and Stockholders’ Equity $ 237,246 |
Schedule of statements of operations | Schedule of statements of operations For the three months ended October 31, 2023 (Unaudited) EXPENSES: General and administrative $ (102,833 ) OTHER INCOME: Income from investment in subsidiaries 87,049 Net Loss $ (15,784 ) |
Schedule of statements of cash flows | Schedule of statements of cash flows For the three months ended October 31, 2023 (Unaudited) Cash flows from operating activities: Net loss $ (15,784 ) Adjustments to reconcile net loss to net cash used in operating activities: Share of income from investment in subsidiaries (87,049 ) Change in operating assets and liabilities: Prepaid expense 750 Accounts payable and accrued liabilities 59,352 Net cash (used in) operating activities (42,731 ) Net decrease in cash and cash equivalents (42,731 ) Cash and cash equivalents at July 31, 2023 66,553 Cash and cash equivalents at October 31, 2023 $ 23,822 |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 06, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | |
Plan of reorganization | the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. | |||
Cash | $ 380,833 | $ 256,342 | ||
Working capital | 286,400 | |||
Revenues | 1,326,648 | $ 124,370 | ||
Net losses | $ 6,112 | $ 1,132 | ||
R Q S [Member] | ||||
Ownership percentage | 90% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||||
Oct. 31, 2023 | Oct. 31, 2022 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | Aug. 02, 2022 | |
Allowance for doubtful accounts | $ 0 | $ 0 | ||||
Advertising costs | 0 | $ 192 | ||||
Right of use asset | $ 8,704 | |||||
Borrowing rate | 5% | |||||
Right of use asset | $ 0 | $ 6,080 | $ 6,436 | |||
Operating lease liabilities | $ 6,080 | |||||
R Q S [Member] | ||||||
Ownership interest | 10% | |||||
Convertible Series A Preferred Stock [Member] | ||||||
Antidilutive shares | 8,000,000 | 0 | ||||
HONG KONG | ||||||
Right of use asset | $ 6,080 | |||||
Operating lease liabilities | $ 6,080 |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 276,077 | $ 276,077 |
Zhigang Pei [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 220,909 | 220,909 |
R Q S Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,132 | 2,132 |
Ying Deng [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 53,036 | $ 53,036 |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Aug. 28, 2021 | Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Due from related party | $ 54,167 | $ 54,134 | ||
Compensation expenses | 60,000 | |||
General and administrative expenses | 0 | $ 3,519 | ||
Additional paid-in capital | 0 | $ 3,519 | ||
R Q S Capital [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related party | $ 54,167 | |||
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 | Oct. 31, 2023 | Jul. 31, 2023 |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 5,903,481 | 5,903,481 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, shares outstanding | 80,000 | 80,000 |
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 | 12 Months Ended | ||||
Mar. 01, 2023 | Jan. 27, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | Mar. 06, 2023 | |
Class of Stock [Line Items] | ||||||
Capital stock authorized | 120,080,000 | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Shares issued | 1,500,000 | |||||
Estimated fair value | $ 210,000 | |||||
Number of share issued | 700,000 | |||||
Cost of revenues | $ 1,092,871 | $ 108,555 | ||||
Selling and marketing | $ 36,000 | |||||
General and administrative | 30,000 | |||||
Services [Member] | ||||||
Class of Stock [Line Items] | ||||||
Cost of revenues | $ 144,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 80,000 | 80,000 | ||||
Preferred stock, par value | $ 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 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
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 |
INCOME TAXES (Details - Schedul
INCOME TAXES (Details - Schedule of components of income tax expense) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current Hong Kong | $ 19,113 | $ 0 |
Deferred Hong Kong | 0 | (224) |
Provision (benefit) for income taxes | $ 19,113 | $ (224) |
INCOME TAXES (Details - Sched_2
INCOME TAXES (Details - Schedule of effective income tax reconciliation) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Hong Kong statutory income tax rate | 16.50% | 16.50% |
Effective tax rate | 16.50% | 16.50% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income tax rate | 16.50% | 16.50% |
Income tax expenses | $ 19,113 | $ (224) |
(Loss) income before provision for (benefit from) income taxes | 13,001 | (1,356) |
Net operating loss carry forward | $ 1,070,000 | |
HONG KONG | ||
Income tax rate | 16.50% | |
Income tax expenses | $ 19,113 | $ 224 |
CONCENTRATION OF RISK (Details
CONCENTRATION OF RISK (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 USD ($) | Oct. 31, 2022 | Jul. 31, 2023 | Oct. 31, 2023 HKD ($) | |
Concentration Risk [Line Items] | ||||
Cash insured by the FDIC | $ 250,000 | |||
Compensation amount | $ 64,000 | $ 500,000 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 61.20% | 48.20% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.10% | 27.50% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 44.80% | 10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 23.90% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 15.80% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.80% | |||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 65.90% | 45.80% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.70% | 25.50% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19.60% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 31.50% | 10% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 29.40% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 22.70% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16.30% | |||
HONG KONG | ||||
Concentration Risk [Line Items] | ||||
Cash balance | $ 356,990 | |||
Credit risk amount | $ 293,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | |||||||||
Jan. 13, 2023 USD ($) | Jan. 13, 2023 HKD ($) | Jan. 01, 2021 USD ($) | Jan. 01, 2021 HKD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 HKD ($) | Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) | Aug. 02, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||
Rent expenses | $ 382 | $ 3,000 | $ 360 | $ 2,800 | $ 3,184 | $ 4,599 | |||||
Right of use asset | $ 8,704 | ||||||||||
Incremental borrowing rate | 5% | ||||||||||
Derecognition right of use asset | $ 6,080 | $ 0 | $ 6,436 | ||||||||
Operating lease liabilities | $ 6,080 | ||||||||||
Monthly lease payment | $ 828 | $ 6,500 |
ENTERPRISE WIDE DISCLOSURE (Det
ENTERPRISE WIDE DISCLOSURE (Details - Revenues by business) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 1,326,648 | $ 124,370 |
Electronic Device Hardware Components Sales [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 59,902 | 104,194 |
Software And Website Development Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 19,230 | 0 |
Technical Consulting And Training Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 0 | 6,426 |
Software Maintenance And Business Promotion Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 15,263 | 13,750 |
Business Consulting Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 50,533 | 0 |
Global Logistics Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 1,181,720 | $ 0 |
ENTERPRISE WIDE DISCLOSURE (D_2
ENTERPRISE WIDE DISCLOSURE (Details - Revenue by regions) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,326,648 | $ 124,370 |
HONG KONG | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,051,017 | 118,120 |
VIET NAM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 173,531 | 0 |
JAPAN | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 100,850 | 6,250 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,250 | $ 0 |
CONDENSED FINANCIAL INFORMATI_3
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Balance sheets) - USD ($) | Oct. 31, 2023 | Jul. 31, 2023 | |
ASSETS | |||
Cash | $ 380,833 | $ 256,342 | |
Total Assets | 633,285 | 320,204 | |
LIABILITIES | |||
Total Liabilities | 918,029 | 598,836 | |
Stockholders’ equity | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of October 31, 2023 | [1] | $ 590 | $ 590 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 5,903,481 | 5,903,481 | |
Common stock, shares outstanding | 5,903,481 | 5,903,481 | |
Additional paid-in capital | $ 4,982 | $ 4,982 | |
Accumulated deficit | (292,305) | (276,521) | |
Total stockholders’ equity | (286,725) | (270,941) | |
Total Liabilities and Stockholders’ Equity | $ 633,285 | $ 320,204 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 80,000 | 80,000 | |
Preferred stock, shares issued | 80,000 | 80,000 | |
Preferred stock, shares outstanding | 80,000 | 80,000 | |
Preferred stock value | $ 8 | $ 8 | |
Undesignated Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock, par value | $ 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 | |
Preferred stock value | $ 0 | $ 0 | |
Consolidated Entities [Member] | |||
ASSETS | |||
Cash | 23,822 | ||
Prepaid expense | 1,000 | ||
Receivable from subsidiaries | 29,487 | ||
Investment in subsidiaries | 182,937 | ||
Total Assets | 237,246 | ||
LIABILITIES | |||
Accounts payable and accrued liabilities | 300,930 | ||
Due to related parties | 223,041 | ||
Total Liabilities | 523,971 | ||
Stockholders’ equity | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of October 31, 2023 | 590 | ||
Additional paid-in capital | 4,982 | ||
Accumulated deficit | (292,305) | ||
Total stockholders’ equity | (286,725) | ||
Total Liabilities and Stockholders’ Equity | $ 237,246 | ||
[1] Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
CONDENSED FINANCIAL INFORMATI_4
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Statements of Operations) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
EXPENSES: | ||
General and administrative | $ 118,705 | $ 15,012 |
OTHER INCOME: | ||
Net Loss | (15,784) | $ (1,019) |
Consolidated Entities [Member] | ||
EXPENSES: | ||
General and administrative | (102,833) | |
OTHER INCOME: | ||
Income from investment in subsidiaries | 87,049 | |
Net Loss | $ (15,784) |
CONDENSED FINANCIAL INFORMATI_5
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Statements of cash flows) - USD ($) | 3 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (15,784) | $ (1,019) |
Change in operating assets and liabilities: | ||
Prepaid expense | 750 | 0 |
Net cash (used in) operating activities | 124,491 | (67,453) |
Net decrease in cash and cash equivalents | 124,491 | $ 21,533 |
Consolidated Entities [Member] | ||
Cash flows from operating activities: | ||
Net loss | (15,784) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share of income from investment in subsidiaries | (87,049) | |
Change in operating assets and liabilities: | ||
Prepaid expense | 750 | |
Accounts payable and accrued liabilities | 59,352 | |
Net cash (used in) operating activities | (42,731) | |
Net decrease in cash and cash equivalents | (42,731) | |
Cash and cash equivalents at July 31, 2023 | 66,553 | |
Cash and cash equivalents at October 31, 2023 | $ 23,822 |