CIIT 10-Q
Tianci International, Inc. (CIIT)
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM
For the quarterly period ended
For the transition period from _____ to _____
Commission File No.
(Exact Name of Registrant in its Charter)
| (State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) | ||
| (Address of Principal Executive Offices) | |||
| (Registrant’s telephone number, including area code) | |||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
December 10, 2025
Common Stock:
TIANCI INTERNATIONAL, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED OCTOBER 31, 2025
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS)
| October 31, | July 31, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepayment and other current assets | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Lease security deposit | ||||||||
| Lease right-of-use asset | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advances from customer | ||||||||
| Income taxes payable | ||||||||
| Lease liability-current | ||||||||
| Accrued liabilities and other payables | ||||||||
| Total current liabilities | ||||||||
| Lease liability - noncurrent | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Series A Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Series B Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Undesignated preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC. | ||||||||
| Non-controlling interest | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 3 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the three months ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| OPERATING REVENUES | ||||||||
| Global logistics services | $ | $ | ||||||
| Sale of minerals | ||||||||
| Other revenue | ||||||||
| Total Operating Revenues | ||||||||
| COST OF REVENUES | ||||||||
| Global logistics services | ||||||||
| Cost of Minerals | ||||||||
| Other revenue | ||||||||
| Total Cost of Revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| (Loss) from operations | ( | ) | ( | ) | ||||
| Other (loss) income, net | ( | ) | ||||||
| (Loss) before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net (loss) | ( | ) | ( | ) | ||||
| Less: net (loss) income attributable to non-controlling interest | ( | ) | ||||||
| Net (loss) attributable to TIANCI INTERNATIONAL, INC. | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares* | ||||||||
| Basic and diluted | ||||||||
| (Loss) per common share attributable to TIANCI INTERNATIONAL, INC.* | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of preferred shares B | ||||||||
| Basic and diluted | ||||||||
| (Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC. | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 4 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024
(EXPRESSED IN UNITED STATES DOLLARS)
| Series B Preferred Stock | Series B Preferred Stock amount* | Common stock | Common stock amount | Subscription receivable | Additional Paid-in Capital | (Accumulated Deficit) | Noncontrolling interest | Total | ||||||||||||||||||||||||||
| Balance at July 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at October 31, 2025 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Series B Preferred Stock | Series B Preferred Stock amount | Common stock | Common stock amount | Subscription receivable | Additional Paid-in Capital | (Accumulated Deficit) | Noncontrolling interest | Total | ||||||||||||||||||||||||||
| Balance at July 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Net loss (income) | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at October 31, 2024 (unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 5 |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the three months ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayment and other current assets | ||||||||
| Inventory | ( | ) | ||||||
| Lease security deposit | ||||||||
| Advances from customers | ||||||||
| Accounts payable | ||||||||
| Income taxes payable | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ||||||
| Accrued liabilities and other payables | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs incurred | ( | ) | ||||||
| Net cash (used in) financing activities | ( | ) | ||||||
| Net (decrease) in cash | ( | ) | ( | ) | ||||
| Cash, beginning | ||||||||
| Cash, ending | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 6 |
TIANCI INTERNATIONAL, INC.
Notes to Consolidated Financial Statements
Three Months Ended October 31, 2025 and 2024
(Unaudited)
NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION
On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. (the “Company”). The Company is a holding company. As of October 31, 2025, the Company had one operating subsidiary, Roshing International Co., Limited (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.
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 providing global logistics services. However, during the fourth quarter ended July 31, 2025, Roshing prepared to launch a new mineral ore trading business line, aiming to diversify its revenue streams while further enhancing the synergies between the new business line and its existing logistic service business line. Less than 20% of its revenue for the three months ended October 31, 2025 was derived from its business lines other than global logistics: sales of electronic device hardware components, development of logistics software and websites, technical consulting, software maintenance and revenue from sales of chrome ore. Roshing’s business is primarily carried out in Hong Kong.
On February 13, 2023, the Company incorporated a wholly-owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles. To date, Tianci Group Holding Limited has not carried on any business operations.
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
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.
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).
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 the 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, 2025 and July 31, 2025,
| 8 |
Prepayment and other current assets
Prepayment
and other current assets include cash deposited or advanced to vendors for purchasing goods or services that have not been received
or provided. This amount is refundable and bears no interest. Prepayment and other current assets are classified as either current
or non-current based on the terms of the respective agreements. Prepayment and other current assets are generally unsecured and
reviewed periodically for impairment. As of October 31, 2025 and July 31, 2025, the Company made
Inventory
Inventories of mineral ore and hardware are
stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring mineral ore or
hardware products. The cost is charged to cost of products sold on a weighted average basis. Management periodically compares the
cost of inventory with its net realizable value, and will establish an allowance to adjust its inventories to their respective net
realizable value (“NRV”) if NRV is lower than cost. As of October 31, 2025 and July 31, 2025, the Company made
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 follows:
| · | 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.
| 9 |
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 a destination port and accepted by its customer. 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 the Company acts as an indirect carrier. When acting as an indirect carrier, the Company issues a Fixture Note to the customer as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives 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. Revenue from Mineral Sales
The Company sells ore to domestic and international customers under sales contracts that typically specify: product grade and specification, moisture content adjustment (wet metric tons vs. dry metric tons), pricing mechanisms, shipping terms (e.g., FOB, CIF, CFR, DAP), and quality inspection arrangements. Revenue is recognized at the point in time when control of the ore transfers to the customer, which is determined based on the relevant Incoterms. No post-delivery services or warranties are provided. Revenue is adjusted for final dry-ton conversion and final chemical assay reports issued by independent inspection companies. Where the final assay results or moisture adjustments are not available at shipment date, the Company estimates the revenue based on provisional pricing. The difference between the estimated price and final settlement price is recognized as adjustment to revenue when information becomes available.
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c. Other Products and Services
c1. 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.
c2.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.
c3. 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.
c4. Software Maintenance and Business Promotion Services
The Company provides software maintenance services to keep customers’ 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.
c5. 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.
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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 revenue from mineral sales, the cost of revenue consists primarily of the expense incurred by the Company in purchasing the mineral ore.
For software, consulting and services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid to the Company’s service vendor.
Advertising costs
Advertising costs amounted to $
Operating leases
Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedient 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.
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.
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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% likelihood 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 expenses in the period incurred.
During the year ended July 31, 2024, the Company incurred
an IRS penalty of $
The Hong Kong tax returns filed for the 2019/2020 tax year and subsequent years are subject to examination by the applicable tax authorities.
The US tax returns filed for 2022 and subsequent years are subject to examination by the applicable tax authorities.
The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common stock outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential common stock (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 common stock that has 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. As of October 31, 2025 and July 31, 2025, there were dilutive shares related to the outstanding convertible Series B Preferred Stock. Each outstanding share of Series B is convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate.
Noncontrolling Interests
Thenoncontrolling interest recorded in the
financial statements represents the minority shareholder’s
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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.
The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated Financial Statements.
NOTE 3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS
On April
11, 2025, the Company closed a public offering (the “Uplisting”) of
shares of its common stock at a price of $4.00 per share, for total gross proceeds of $
The Company
received net proceeds of approximately $
NOTE 4 – PREPAYMENT AND OTHER CURRENT ASSETS
Prepayment and other current assets consisted of the following:
| October 31, | July 31, | |||||||
| 2025 | 2025 | |||||||
| Prepayment and other current assets | ||||||||
| Inventory Purchase | $ | $ | ||||||
| Employee reimbursement advance | ||||||||
| Prepaid Income Tax | ||||||||
| Other services | ||||||||
| Total prepayment and other current assets | $ | $ | ||||||
NOTE 5 – RELATED PARTIES BALANCES AND TRANSACTIONS
Employment agreements with officers and director retainer agreements
Tianci currently maintains three employment agreements with its officers and seven director retainer agreements with its directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $8,000 per month as of October 31, 2025.
For the three
months ended October 31, 2025 and 2024, the Company incurred management compensation expenses of $
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NOTE 6 – STOCKHOLDERS EQUITY
On January
26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the
“Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the
authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of
shares of common stock, $ par
value, shares
of Series A Preferred Stock, $ par
value, and
The following table sets forth information, as of October 31, 2025, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.
| October 31, 2025 | ||||||||
| Class | Shares Authorized | Shares Outstanding | ||||||
| Common Stock, $.0001 par value | ||||||||
| Series A Preferred Stock, $.0001 par value | ||||||||
| Series B Preferred Stock, $.0001 par value | ||||||||
| Undesignated Preferred Stock, $.0001 par value | ||||||||
Series A Preferred Stock
Each share of Series A Preferred Stock was convertible 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 had voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock was convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock was 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. On January 19, 2024, all shares of the Series A Preferred Stock were converted into shares of Company common stock.
Series B Preferred Stock
Each share of Series B 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 B Preferred Stock has voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series B Preferred Stock is 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.
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Issuances of Preferred Stock and Common Stock
On January 19,
2024 the Company sold an aggregate of shares of its common stock to five present or former members of the Company’s
Board of Directors for an aggregate price of $
On January 19, 2024 the Company issued shares of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital’s exercise of its right to convert shares of the Company’s Series A Preferred Stock into 8,000,000 shares of common stock.
On January 24,
2024 the Company sold an aggregate of shares of its common stock to nine investors for an aggregate price of $
On April 24,
2024, the Company sold shares of its Series B Preferred Stock to RQS Capital Limited for a cash payment of $
On April 11, 2025, the Company closed its public offering of common stock. The Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Company’s common stock was approved for uplisting to the Nasdaq Capital Market from the OTC Markets and commenced trading under the ticker symbol “CIIT” on April 10, 2025.
Issuances of warrants
On April 11, 2025, the Company issued warrants to a third-party consultant as consideration for strategic advisory and consulting services. Each warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $4.80 per share. The warrants expired on October 11, 2025.
The total grant-date
fair value of the warrants was $
NOTE 7 – INCOME TAXES
Income Taxes
Seychelles
RQS United is incorporated in Seychelles and is not subject to tax by Seychelles on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.
United States
Tianci is incorporated in the United States and is subject to U.S. federal corporate income tax at a statutory rate of 21%. State income taxes are imposed in addition to the federal rate where applicable.
| 16 |
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.
For the three
months ended October 31, 2025, the net loss of $
Significant components of the provision for income taxes are as follows:
| For the three months ended | ||||||||
| October 31, 2025 | October 31, 2024 | |||||||
| Current Hong Kong | $ | $ | ||||||
| Deferred Hong Kong | ||||||||
| Provision for income taxes | $ | $ | ||||||
The following table reconciles the United States statutory rates to the Company’s effective tax rate:
| For the three months ended | ||||||||
| October 31, 2025 | October 31, 2024 | |||||||
| United States statutory tax rate | ||||||||
| Foreign tax rate differential – Hong Kong (including two-tier regime) | ( | 0.7% | ||||||
| Change in valuation allowance | ( | ( | ||||||
| Effective tax rate | ( | |||||||
Deferred tax assets are comprised of the following:
| As of | ||||||||
| October 31, 2025 | July 31, 2025 | |||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Warrants not excised | ||||||||
| Allowance for deferred tax assets | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
For United
States income tax purposes, Tianci and Roshing had net operating loss carryforwards of approximately $
| 17 |
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, 2025 and July 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.
As of October 31, 2025, tax years 2022 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2022 and forward generally remain open for examination for Hong Kong tax purposes.
NOTE 8 — CONCENTRATION OF RISK
Credit risk
Financial instruments
that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance
in each financial institution in the United States is insured by the FDIC up to $250,000. As of October 31, 2025, a cash balance
of $
The Hong Kong
Deposit Protection Board pays compensation up to a limit of HKD
Customer concentration risk
For the
three months ended October 31, 2025, two customers accounted for
For the
three months ended October 31, 2024, two customers accounted for
As of October
31, 2025, four customers accounted for
Vendor concentration risk
For the
three months ended October 31, 2025, two vendors accounted for
For the three
months ended October 31, 2024, two vendors accounted for
| 18 |
NOTE 9— COMMITMENTS AND CONTINGENCIES
Lease commitments
Upon
adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $
Upon the expiration of the above lease, the
Company entered a two-year lease for a new office in July 2025 with monthly rent of HKD
As of October 31, 2025, the Company’s operating leases had a weighted average remaining lease term of approximately 1.67 years.
For the three months ended October 31, 2025, rent
expenses for the operating leases and short-term leases (less than one year) were $
For the three months ended October 31, 2024, rent
expense for the short term leases (less than one year) was $
The total future minimum lease payments under the non-cancellable operating leases as of October 31, 2025 are as follows:
| Year ending July 31, | Minimum lease payments | |||
| 2026 | $ | |||
| 2027 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| 19 |
Future amortization of the Company’s ROU assets is presented below:
| Year ending July 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| After | ||||
| Total | $ | |||
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, 2025.
NOTE 10 — 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 (Hong Kong, Vietnam, Japan 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:
| For the three months ended | ||||||||
| October 31, | ||||||||
| 2025 | 2024 | |||||||
| Electronic Device Hardware Components Sales | $ | $ | ||||||
| Software and Website Development Services | ||||||||
| Software Maintenance and Business Promotion Services | ||||||||
| Sale of Minerals | ||||||||
| Business Consulting Services | ||||||||
| Global Logistics Services | ||||||||
| Total revenues | $ | $ | ||||||
Disaggregated information of revenues by regions are as follows:
| For the three months ended | ||||||||
| October 31, | ||||||||
| 2025 | 2024 | |||||||
| Hong Kong | $ | $ | ||||||
| Vietnam | ||||||||
| Japan | ||||||||
| Singapore | ||||||||
| Total revenues | $ | $ | ||||||
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NOTE 11 — 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
| October 31, | July 31, | |||||||
| 2025 | 2025 | |||||||
| ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expense | ||||||||
| Receivable to subsidiaries | ||||||||
| Investment in subsidiaries | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Accounts payable and other accrued liabilities | $ | $ | ||||||
| Due to related parties | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Series A Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Series B Preferred stock, $ par value; shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Undesignated preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as of October 31, 2025 and July 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
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PARENT COMPANY STATEMENT OF OPERATIONS
| For the three months ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| EXPENSE: | ||||||||
| General and administrative | $ | ( | ) | $ | ( | ) | ||
| Selling and marketing | ( | ) | ||||||
| OTHER INCOME | ||||||||
| (Loss) gain from investment in subsidiaries | ( | ) | ||||||
| Other income (expense) net | ||||||||
| Total other (expense) income | ( | ) | ||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
PARENT COMPANY STATEMENT OF CASH FLOWS
| For the three months ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash (used in) operating activities: | ||||||||
| Warrants issuance to consultant | ||||||||
| Share of (gain) from investment in subsidiaries | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expense and other assets | ||||||||
| Accounts payable and other accrued liabilities | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Operating proceeds from subsidiaries | ||||||||
| Repayment of working capital advance to subsidiary | ( | ) | ||||||
| Working capital advance from related party | ||||||||
| Proceeds received from public or private offerings | ||||||||
| Deferred offering costs incurred | ( | ) | ||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning | ||||||||
| Cash and cash equivalents at ending | $ | $ | ||||||
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NOTE 12 — SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through December 10, 2025, and determined that there are no reportable subsequent events except for the following:
On November 5, 2025, the controlling shareholder RQS Capital Limited requested conversion of 80,000 Series B Preferred Shares, and the Company issued 8,000,000 shares of common stock to RQS Capital Limited at a conversion ratio of 1 to 100.
| 23 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.
Overview
On March 3, 2023, we acquired ownership of RQS United Group Limited, a company organized under the laws of the Republic of Seychelles (“RQS United”), pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital Limited, the prior owner of RQS United.
RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and was initially engaged in providing business services, such as software development, consulting and the sale of electronic parts. Since 2023 Roshing has been primarily engaged in logistics solutions, including shipping operation management. Commencing in the first quarter of fiscal year 2026, Roshing has also been engaged in the resale of mineral ores, specifically chromium and manganese. Roshing also continues to generate a small portion of our revenue from providing business services.
Our primary line of business is global shipping logistics. The Company, through its subsidiary, Roshing, provides global logistics services encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carriers or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.
Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.
| 24 |
Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.
On April 11, 2025, we completed a $7 million public offering and became a listed company on Nasdaq.
Starting in this fiscal year, we have expanded into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.
Key factors that affect operating results
Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are:
Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.
International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of our direct customers, which are beyond our control. If sales decline in a particular geographical market in which our direct customers operate, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.
Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fees that we pay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlling the cost.
Development of Our Mineral Trading Business. In addition to our global logistics services, we have recently expanded into mineral trading, under which we source mineral products at competitive prices and resell them to downstream customers. The successful performance of this new business line will depend on a number of factors. First, our ability to identify reliable upstream suppliers and obtain stable mineral supply at favorable prices is critical to maintaining adequate margins. Volatility in global commodity prices, changes in supply–demand dynamics, or disruptions in mineral production regions could significantly affect our purchase costs and profitability. Second, our mineral trading activities rely heavily on maritime logistics, and we seek to utilize our own arranged shipping whenever possible to optimize cost efficiency. Therefore, increases in freight rates, port congestion, vessel availability, geopolitical tensions affecting sea routes, or unexpected disruptions in international logistics may materially impact our operating results. Third, mineral trading is subject to various international trade, customs, and inspection regulations. Any changes in export or import controls, environmental or product-quality requirements, sanctions, or other compliance obligations could restrict our ability to trade certain minerals or increase compliance costs. If we are unable to secure stable sources of mineral products at reasonable prices, or if logistics conditions or regulatory requirements become less favorable, our financial performance and growth prospects related to this business line may be materially and adversely affected.
| 25 |
Results of Operation
Comparison of the three months ended October 31, 2025 and 2024
| For the three months ended October 31, | Change | Change | ||||||||||||||
| 2025 | 2024 | Amounts | Percentage | |||||||||||||
| Revenues | $ | 3,818,227 | $ | 2,980,940 | $ | 837,287 | $ | 28% | ||||||||
| Cost of Revenues | 3,433,976 | 2,752,509 | 681,467 | 25% | ||||||||||||
| Gross profit | 384,251 | 228,431 | 155,820 | 68% | ||||||||||||
| Selling and marketing | 44,410 | 85,188 | (40,778 | ) | (48% | ) | ||||||||||
| General and administrative | 608,648 | 260,393 | 348,255 | 134% | ||||||||||||
| (Loss) from operations | (268,807 | ) | (117,150 | ) | (151,657 | ) | (129% | ) | ||||||||
Other (loss) income, net | (67 | ) | 27,391 | (27,458 | ) | (100% | ) | |||||||||
| Provision for income taxes | – | 2,189 | (2,189 | ) | (100% | ) | ||||||||||
| Net (loss) | (268,874 | ) | (91,948 | ) | (176,926 | ) | (192% | ) | ||||||||
| Less: net (loss) income attributable to non-controlling interest | (776 | ) | 1,108 | (1,884 | ) | (170% | ) | |||||||||
| Net (loss) attributable to Tianci | $ | (268,098 | ) | $ | (93,056 | ) | $ | (175,042 | ) | $ | (188% | ) | ||||
Revenues
For the three months ended October 31, 2025, our total revenue increased significantly to $3,818,277 from $2,980,940 for the three months ended October 31, 2024. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $505,465 to our total revenue for the three months ended October 31, 2025, representing approximately 13% of our revenue in the first quarter ended October 31, 2025.Revenue generated from our core global logistics services increased $456,188, or 16%, to $3,215,881 from $2,759,693. The logistics service revenue represented 84% of our total revenue in the three months ended October 31, 2025. The increase in logistics service revenue was attributable to our continuing effort to expand our customer base in the service regions. The increase was partially offset by a $124,366 decrease in other services revenue.
For the Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Global Logistics Service Revenue | $ | 3,215,881 | $ | 2,759,693 | ||||
| Sales of Mineral Products | 505,465 | – | ||||||
| Other Services Revenue | 96,881 | 221,247 | ||||||
| Total | $ | 3,818,227 | $ | 2,980,940 | ||||
| 26 |
Cost of Revenues
Our cost of revenues from our revenue categories are summarized as follows:
For the Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost of Global Logistics Service | $ | 3,081,657 | $ | 2,590,865 | ||||
| Cost of Mineral Products | 341,152 | – | ||||||
| Cost of Other Services | 11,167 | 161,644 | ||||||
| Total | $ | 3,433,976 | $ | 2,752,509 | ||||
Our cost of global logistics services represented 90% and 94% of total cost of revenues during the three months ended October 31, 2025 and 2024, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 10% of total cost of revenues during the three months ended October 31, 2025.
Total cost of revenue increased by 25% from $2,752,509 to $3,433,976 for the three months ended October 31, 2025. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $490,792, or 19%, which was in line with the increase in logistics business revenue in the same period.
Gross Profit
Our gross profit from each of our revenue categories is summarized as follows:
Margins
| For the Three Months Ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Global Logistics Service | ||||||||
| Gross Profit | $ | 134,224 | $ | 168,828 | ||||
| Gross Profit Margin | 4.17% | 6.12% | ||||||
| Mineral Product Sales | ||||||||
| Gross Profit | $ | 164,313 | $ | – | ||||
| Gross Profit Margin | 32.51% | – | ||||||
| Other Services | ||||||||
| Gross Profit | $ | 85,714 | $ | 59,603 | ||||
| Gross Profit Margin | 88.47% | 26.94% | ||||||
| Total | ||||||||
| Gross Profit | $ | 384,251 | $ | 228,431 | ||||
| Gross Profit Margin | 10.06% | 7.66% | ||||||
| 27 |
Our total gross profit increased by $155,820 to $384,251 for the three months ended October 31, 2025. The increase in gross profit was primarily attributable to the launch of our global mineral trading business. For the three months ended October 31, 2025, our overall gross profit margin was 10.06%, an increase from gross profit margin of 7.66% for the three months ended October 31, 2024. Gross profit margin for the quarter increased primarily due to the contribution from our newly launched mineral trading business, which generated a meaningful margin for the period. Although our consulting services continue to yield the highest gross margin among our business lines, its overall impact on total gross margin remains limited due to its relatively small revenue contribution. Gross margin from our core logistic service operations declined compared to the same period last year, mainly because we faced more intense price competition in the market recently. In addition, a larger portion of the shipping services we provided during the quarter consisted of short- and mid-haul routes, which typically generate lower margins than long-haul routes. Going forward, our overall gross margin level will depend largely on our ability to optimize our route mix and on the revenue contribution and margin profile of our expanding mineral trading operations.
Operating Expenses
There was a significant increase in operating expenses in the three months ended October 31, 2025 as compared to the same period last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. There was an increase of $348,255 in our general and administrative expenses, from $260,393 for the three months ended October 31, 2024 to $608,648 in the three months ended October 31, 2025. The significant increase in general and administrative expenses was primarily attributable to the increase in audit and accounting expenses, rent expenses, travel expenses, Nasdaq listing expenses, travel expenses, and certain consulting services fees as we scale up our operation as a public listed company.
The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which was $44,410 for the three months ended October 31, 2025, as compared to $85,188 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.
Income Tax Expense
Our income tax expenses amounted to $0 and $2,189 for the three months ended October 31, 2025 and 2024, respectively. The change was due to the loss we incurred this year as a result of increases in operating expenses.
Net (Loss)
As a result of the foregoing, we incurred a net loss of $268,874 and a net loss of $91,948 for the three months ended October 31, 2025 and 2024, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to minority interest. Therefore, net loss for the three months ended October 31, 2025 and 2024 attributable to the shareholders of the Company was $268,098 and $93,056, respectively.
Liquidity and Capital Resources
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of October 31, 2025, despite a net loss of $268,874 for the three months ended October 31, 2025, we had working capital of $2,636,809, which consisted primarily of cash in the amount of $ 1,677,949 that was a portion of the amount we received upon the completion of our public offering. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.
| 28 |
We believe that our liquidity and working capital will be sufficient to sustain our business operations for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the Company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.
We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business during the recent quarter. Although the business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The following table summarizes the key components of our cash flows for the three months ended October 31, 2025 and 2024.
| For the Three Months ended October 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) operating activities | $ | (727,403 | ) | $ | (15,211 | ) | ||
| Net cash used in investing activities | – | – | ||||||
| Net cash (used in) financing activities | – | (74,125 | ) | |||||
| Net change in cash and restricted cash | $ | (727,403 | ) | $ | (89,336 | ) | ||
Operating activities
Net cash of $727,403 used in operating activities for the three months ended October 31, 2025 was primarily the result of our net loss of $ 268,874, an increase of $582,912 in inventory, and an increase of $295,485 in accounts receivable. These factors were partially offset by a decrease of $153,127 in prepayment and other current assets, an increase of $155,000 in advances from customers, and an increase of $158,291 in accounts payable.
Net cash of $15,211 used in operating activities for the three months ended October 31, 2024 was primarily the result of our net loss of $91,948, partially offset by a $73,768 increase in accrued liabilities and other payables.
Investing activities
The company had no investing activities during the three months ended October 31, 2025 or 2024.
Financing activities
Net cash used in financing activities for the three months ended October 31, 2025 and 2024 was nil and $74,125, which was attributable to the payment of the fees directly relating to our recent public offering.
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Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
In connection with the preparation of our financial statements for the three months ended October 31, 2025, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
| ITEM 4 | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures.
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:
| · | There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is limited in number, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible. | |
| · | There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. |
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Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
None.
| ITEM 1A. | RISK FACTORS |
There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended July 31, 2025.
| ITEM 2. | UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS |
| (a) Unregistered sales of equity securities | |
| There were no unregistered sales of equity securities by the Company during the first quarter of fiscal year 2026, other than those reported in Current Reports on Form 8-K. | |
| (c) Purchases of equity securities | |
| The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the first quarter of fiscal year 2026. |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURE |
Not Applicable.
| ITEM 5. | OTHER INFORMATION |
Trading Arrangements. During
the quarter ended October 31, 2025, no director or officer
| ITEM 6. | EXHIBITS |
| 31-1 | Rule 13a-14(a) Certification of CEO | |
| 31-2 | Rule 13a-14(a) Certification of CFO | |
| 32-1 | Rule 13a-14(b) Certification of CEO | |
| 32-2 | Rule 13a-14(b) Certification of CFO | |
| 101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Schema | |
| 101.CAL | Inline XBRL Calculation | |
| 101.DEF | Inline XBRL Definition | |
| 101.LAB | Inline XBRL Label | |
| 101.PRE | Inline XBRL Presentation | |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| TIANCI INTERNATIONAL, INC. | |
| Date: December 11, 2025 | By: /s/ Shufang Gao |
| Shufang Gao, Chief Executive Officer | |
| Date: December 11, 2025 |
By: /s/ Wei Fang Wei Fang, Chief Financial and Accounting Officer |
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