10-Q

Table of Contents

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2024

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

For the transition period from _____ to _____

Commission File No. 333-184061

	TIANCI INTERNATIONAL, INC.
	(Exact Name of Registrant in its Charter)
Nevada		45-5540446
(State or Other Jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)
	Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui,<br>Kowloon, Hong Kong
	(Address of Principal Executive Offices)
	00000
	Issuer’s Telephone Number: 852-22510781
	(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
None	None	Not Applicable

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.    Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)   Yes ☒    No ☐

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 ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐    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:

June 14, 2024

Common Voting Stock: 14,781,803

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED APRIL 30, 2024

TABLE OF CONTENTS

		Page No.
Part I. Financial Information
Item 1.	Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets – April 30, 2024 (Unaudited) and July 31, 2023	3
	Condensed Consolidated Statements of Operations (Unaudited) - for the Three and Nine Months Ended April 30, 2024 and 2023	4
	Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) for the Three and Nine Months Ended April 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) – for the Nine Months Ended April 30, 2024 and 2023	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
Part II. Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
	Signatures	31

| 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)

			July 31,
			2023
ASSETS
Current assets:
Cash	646,031		$	256,342
Accounts receivable	82,021			–
Prepaid expense	2,600			1,750
Deferred offering costs	245,000			–
Due from related party	–			54,134
Total current assets	975,652			312,226
Other assets:
Lease security deposit	1,656			1,542
Right-of-use asset	–			6,436
Total non-current assets	1,656			7,978
TOTAL ASSETS	977,308		$	320,204
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	36,698		$	779
Income taxes payable	48,321			26,298
Due to related parties	30,354			276,077
Lease liability - current	–			4,368
Advances from customers	–			29,070
Accrued liabilities and other payables	126,440			260,176
Total current liabilities	241,813			596,768
Lease liability - noncurrent	–			2,068
Total liabilities	241,813			598,836
Commitments and contingencies	–			–
Stockholders’ equity (deficit):
Series A Preferred stock, 0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of April 30, 2024 and July 31, 2023	–			8
Series B Preferred stock, 0.0001 par value; 80,000 shares authorized; 80,000 and<br> 0 shares issued and outstanding as of April 30, 2024 and July 31, 2023	8			–
Undesignated preferred stock, 0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding	–			–
Common stock, 0.0001 par value, 100,000,000 shares authorized; 14,781,803 and<br> 5,903,481 shares issued and outstanding as of April 30, 2024 and July 31, 2023, respectively	1,478			590
Additional paid-in capital	962,416			4,982
Accumulated deficit	(261,146	)		(276,521	)
Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC.	702,756			(270,941	)
Non-controlling interest	32,739			(7,691	)
Total stockholders’ equity (deficit)	735,495			(278,632	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	977,308		$	320,204

All values are in US Dollars.

---

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 April 30,						For the nine months ended April 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
OPERATING REVENUES
Global logistics services	$	1,921,874		$	–		$	5,922,650		$	–
Other revenue		18,472			144,013			238,472			367,113
Total Operating Revenues		1,940,346			144,013			6,161,122			367,113
COST OF REVENUES
Global logistics services		1,683,283			–			5,218,017			–
Other revenue		12,356			260,700			125,517			448,055
Total Cost of Revenues		1,695,639			260,700			5,343,534			448,055
Gross profit (loss)		244,707			(116,687	)		817,588			(80,942	)
Operating expenses:
Selling and marketing		91,950			39,532			327,784			47,692
General and administrative		134,473			157,909			389,899			191,184
Total operating expenses		226,423			197,441			717,683			238,876
Income (loss) from operations		18,284			(314,128	)		99,905			(319,818	)
Other income (expense) net		(47,030	)		–			(22,077	)		–
Income (loss) before provision for income taxes		(28,746	)		(314,128	)		77,828			(319,818	)
Provision for income taxes		10,051			1,280			22,023			2,219
Net income (loss)		(38,797	)		(315,408	)		55,805			(322,037	)
Less: net income (loss) attributable to non-controlling interest		11,177			(19,214	)		40,430			(19,877	)
Net income (loss) attributable to TIANCI INTERNATIONAL, INC.	$	(49,974	)	$	(296,194	)	$	15,375		$	(302,160	)
Weighted average number of common shares*
Basic and diluted		14,781,803			4,419,162			9,138,539			2,451,668
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted	$	(0.00	)	$	(0.07	)	$	0.00		$	(0.12	)

---

*	Shares are presented on a retroactive basis to reflect the reorganization on<br> March 3, 2023

---

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 AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023

(EXPRESSED IN UNITED STATES DOLLARS)

---

	Series A Preferred<br> Stock	Series<br> A Preferred Stock amount*			Common stock*	Common<br> stock amount*		Subscription<br> receivable*			Additional<br> Paid-in Capital			(Accumulated<br> Deficit) Retained Earnings			Noncontrolling<br> interest			Total
Balance at July 31, 2022	–	$	–	–	1,500,000	$	150	$	(50,000	)	$	82,732		$	64,689		$	7,188		$	104,759
Payments of Shenzhen China rent<br> by related parties (Note 3)	–		–		–		–		–			3,519			–			–			3,519
Net loss	–		–	–	–		–		–			–			(1,019	)		(113	)		(1,132	)
Balance at October 31, 2022 (unaudited)	–	$	–	–	1,500,000	$	150	$	(50,000	)	$	86,251		$	63,670		$	7,075		$	107,146
RQS United Subscription receivable	–		–		–				50,000			–			–			–			50,000
Capital contribution	–		–		–		–					65,650			–			–			65,650
Payments of Shenzhen China rent<br> by related parties (Note 3)	–		–		–		–		–			5,560			–			–			5,560
Net loss	–		–	–	–		–		–			–			(4,947	)		(550	)		(5,497	)
Balance at January 31, 2023 (unaudited)	–	$	–	–	1,500,000	$	150	$	–		$	157,461		$	58,723		$	6,525		$	222,859
Payments of Shenzhen China rent<br> by related parties (Note 3)	–		–		–		–		–			5,648			–			–			5,648
Stock compensation issued	–		–		700,000		70		–			209,930			–			–			210,000
Reverse merger adjustment	80,000		8		3,703,481		370		–			(369,910	)		–			–			(369,532	)
Net loss	–		–	–	–		–		–			–			(296,194	)		(19,214	)		(315,408	)
Balance at April 30, 2023 (unaudited)	80,000	$	8	–	5,903,481	$	590	$	–		$	3,129		$	(237,471	)	$	(12,689	)	$	(246,433	)

---

---

	Series<br> A Preferred Stock		Series<br> A Preferred Stock amount*			Series<br> B Preferred Stock	Series<br> B Preferred Stock amount*		Common stock*	Common<br> stock amount*		Subscription<br> receivable*		Additional<br> Paid-in Capital			(Accumulated<br> Deficit)			Noncontrolling<br> interest			Total
Balance at July 31, 2023	80,000		$	8		–	$	–	5,903,481	$	590	$	–	$	4,982		$	(276,521	)	$	(7,691	)	$	(278,632	)
Net loss	–			–		–		–	–		–		–		–			(15,784	)		9,672			(6,112	)
Balance at October 31, 2023 (unaudited)	80,000		$	8		–	$	–	5,903,481	$	590	$	–	$	4,982		$	(292,305	)	$	1,981		$	(284,744	)
Conversion of liabilities to common stock	–			–		–		–	445,109		44		–		445,065			–			–			445,109
Conversion of preferred stock to common stock	(80,000	)		(8	)	–		–	8,000,000		800		–		(792	)		–			–			–
Private offering	–			–		–		–	433,213		44		–		433,169			–			–			433,213
Net income	–			–		–		–	–		–		–		–			81,133			19,581			100,714
Balance at January 31, 2024 (unaudited)	–		$	–		–	$	–	14,781,803	$	1,478	$	–	$	882,424		$	(211,172	)	$	21,562		$	694,292
Private offering	–			–		80,000		8	–		–		–		79,992			–			–			80,000
Net income	–			–		–		–	–		–		–		–			(49,974	)		11,177			(38,797	)
Balance at April 30, 2024 (unaudited)	–		$	–		80,000	$	8	14,781,803	$	1,478	$	–	$	962,416		$	(261,146	)	$	32,739		$	735,495

---

---

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 nine months ended April 30,
	2024			2023
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	55,805		$	(322,037	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income tax benefit		–			–
Stock compensation issued		–			210,000
Amortization of operating lease right-of-use asset		356			–
Debt forgiven by related party		(24,814	)		–
Change in operating assets and liabilities:
Accounts receivable		(82,021	)		622,659
Prepaid expense		(850	)		647
Lease security deposit		(114	)		–
Due from related party		54,134			–
Advances from customers		(29,070	)		32,636
Accounts payable		35,919			(301,282	)
Income taxes payable		22,023			2,220
Operating lease liabilities		(356	)		–
Accrued liabilities and other payables		90,464			69,452
Net cash provided by operating activities		121,476			314,295
Cash flows from financing activities:
Cash received in connection with reverse acquisition		–			4,186
Proceeds received from private offerings		513,213			–
Subscription receivable collected		–			50,000
Capital contribution received		–			65,650
Working capital advance from related party		–			61,490
Repayment of working capital advance from related party		–			(341,885	)
Operating expenses directly paid by shareholders		–			73,369
Payments of Shenzhen China rent by related parties		–			14,727
Deferred offering costs incurred		(245,000	)		–
Net cash (used in) provided by financing activities		268,213			(72,463	)
Net increase in cash		389,689			241,832
Cash, beginning		256,342			21,237
Cash, ending	$	646,031		$	263,069
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	–		$	–
Income taxes	$	–		$	–
Non-Cash Activities:
Initial recognition of right-of-use assets and lease liabilities	$	–		$	7,496
Early termination of right-of-use assets and lease liabilities	$	6,080		$	–
Conversion of liabilities to common stock	$	445,109		$	–
Conversion of preferred stock to common stock	$	800		$	–
Noncash assets (liabilities) received in connection with reverse acquisition:
Prepaid expense and other current assets	$	–		$	3,250
Accounts payable		–			(3,127	)
Due to related parties		–			(253,041	)
Accrued liabilities and other payables		–			(120,800	)
Net	$	–		$	(373,718	)

---

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

---

| 6 |

| --- |

---

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 is a holding company. As of April 30, 2024, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.

---

On February 13, 2023, the Company incorporated a wholly owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles.

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% of the equity in Roshing International Co., Ltd. (“Roshing”), which is engaged in the business of providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the 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. Less than 4% of its revenue for the nine months ended April 30, 2024 was derived from other business lines: 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.

| 7 |

| --- |

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 and nine months ended April 30, 2024 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 translationand 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 andCash 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.

Accountsreceivable, net

Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of April 30, 2024 and July 31, 2023, no allowance for doubtful accounts was deemed necessary.

| 8 |

| --- |

Fair ValueMeasurements

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.

Revenuerecognition

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. GlobalLogistics 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.

| 9 |

| --- |

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. ElectronicDevice 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. Softwareand 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.

| 10 |

| --- |

d. TechnicalConsulting 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. SoftwareMaintenance and Business Promotion Services

The Company provides software maintenance service 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.

f. BusinessConsulting 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 ofrevenues

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 and $0 for the three months ended April 30, 2024 and 2023, respectively, and $0 and $192 for the nine months ended April 30, 2024 and 2023 respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses.

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 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%.

| 11 |

| --- |

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 right of use (“ROU”) asset and operating lease liabilities in August 2023.

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.

| 12 |

| --- |

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 expenses in the period incurred.

During the three

months ended April 30, 2024, the Company paid the IRS a penalty amount of $47,030 for failure to update certain foreign owned information schedules in a timely manner. The penalty is included in other expense in the statements of operations for the three and nine months ended April 30, 2024.

The Hong Kong tax returns filed for 2017 and subsequent years are subject to examination by the applicable tax authorities.

The US tax returns filed for 2021 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. As of April 30, 2024 and July 31, 2023, there were 8,000,000 and 8,000,000 dilutive shares outstanding related to the convertible Series B Preferred Stock (at April 30, 2024) and convertible Series A Preferred Stock (at July 31, 2023) (see Note 5), respectively. Each share of Series B and Series A Preferred Stock is and was convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate.

---

NoncontrollingInterests

The Company’s noncontrolling interest represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separately from stockholders’ equity attributable to Tianci. Noncontrolling interest in the results of Roshing are presented on the consolidated statements of operations as allocations of the total income or loss of Roshing between the noncontrolling interest holder and the shareholders of RQS United.

Related parties

Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party has the ability, directly or indirectly, to 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.

Recentlyissued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

| 13 |

| --- |

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 a smaller reporting 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.

NOTE 3 – PUBLIC

OFFERING AND DEFERRED OFFERING COSTS

On March 14, 2024, the Company executed an agreement with Prime Number Capital LLC (“Prime”) for Prime to act as the Company’s Lead Underwriter on a “firm commitment” basis in connection with a public offering of shares of the Company’s common stock. The agreement provides for compensation to Prime of, among other things, (1) Underwriter’s Commission equal to 7.0% of Gross Proceeds, (2) Non-accountable Expenses equal to 1.0% of Gross Proceeds, (3) Underwriter’s warrants equal to 5.0% of the shares issued in the offering, and (4) a cash advance of $100,000 offsetable against the Underwriter’s Commission (of which the Company paid $50,000 to Prime on March 14, 2024). Prime’s obligation to initiate the offering is subject to satisfaction of several conditions, and there is no assurance that the offering will occur.

As of April 30, 2024, deferred offering costs relating to the public offering consist of:

Schedule of deferred offering costs relating to the public offering
Cash advance to Prime	$	50,000
Attorneys fees		170,000
Accountant fees		25,000
Total	$	245,000

Upon closing of the public offering, the deferred offering costs will be offset against the proceeds from the public offering and included as part of the total public offering stock issuance costs.

| 14 |

| --- |

NOTE 4 – RELATED PARTIES

BALANCES AND TRANSACTIONS

---

Due fromrelated party consists of:

Due from related

party represents a receivable of $54,167 from RQS Capital at July 31, 2023. The receivable, which was non-interest bearing and due on demand, was collected by the Company in December 2023.

Due torelated parties consists of:

Schedule of due to related parties
		Transaction	April 30,		July 31,
Name	Relationship	Nature	2024		2023
Zhigang Pei*	Former Chairman of the Board	Working capital advances and operating expenses paid on behalf of the Company	$	–	$	220,909
RQS Capital	61.89% shareholder	Company cash collection due to RQS Capital		2,271		2,132
Ying Deng**	RQS Capital’s 30% owner and Roshing’s 10% owner	Working capital advances and operating expenses paid on behalf of the Company		28,083		53,036
TOTAL			$	30,354	$	276,077
*	$220,909 of this liability was converted to 220,909 shares of common stock on January 19, 2024.
---	---
**	$24,953 of this liability was forgiven in November 2023.
---	---

These liabilities are unsecured, non-interest bearing, and due on demand.

Employmentagreements 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

and nine months ended April 30, 2024, we accrued management compensation expenses of $56,400 and $176,400, respectively. For the three and nine months ended April 30, 2023, we accrued management compensation expenses of $60,000. These amounts are included in “general and administrative expenses” in the accompanying consolidated statements of operations.

Officespace sharing agreement with related parties

On August 28,

2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60% owner of RQS Capital, and Ying Deng, 30% owner of RQS Capital, for office space in Shenzhen, China. The agreement provided for Gao and Deng, sub lessees under a separate office space sharing agreement relating to the use of the premises from August 28, 2021, to August 31, 2024, to pay monthly rent to the lessee ranging from RMB 12,320 (approximately $1,726) to RMB 13,583 (approximately $1,903) on behalf of Roshing. The rent expenses paid by Gao and Deng were billed directly to Gao and Deng by the Lessee and the sublease is between Gao and Deng and the Lessee. The Company has no obligation, directly or indirectly, to reimburse or otherwise compensate Gao and Deng for paying these expenses. For the three months ended April 30, 2024 and 2023, the Company has accounted for this agreement by charging general and administrative expenses for $0 and $5,648, respectively, and crediting additional paid-in capital for $0 and $5,648, respectively. For the nine months ended April 30, 2024 and 2023, the Company has accounted for this agreement by charging general and administrative expenses for $0 and $14,727, respectively, and crediting additional paid-in capital for $0 and $14,727, respectively. The office sharing agreement was terminated on May 31, 2023 when Roshing moved all of its operations to its office in Hong Kong.

| 15 |

| --- |

NOTE 5 – 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 100,000,000 shares of common stock, $0.0001 par value, 80,000 shares of Series A Preferred Stock, $0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value.

The following table sets forth information, as of April 30, 2024, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Schedule of capital stock authorized
		April 30, 2024
Class		Shares Outstanding
Common Stock, .0001 par value	100,000,000		14,781,803
Series A Preferred Stock, .0001 par value	80,000		–
Series B Preferred Stock, .0001 par value	80,000		80,000
Undesignated Preferred Stock, .0001 par value	19,920,000		–

All values are in US Dollars.

---

SeriesA 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 80,000 shares of the Series A preferred Stock were converted into 8,000,000 shares of Company common stock.

SeriesB 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.

UndesignatedPreferred 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.

| 16 |

| --- |

Issuancesof Preferred Stock and Common Stock

On January 27,

2023, Tianci sold 80,000 shares of its Series A Preferred Stock to RQS Capital for $24,000 cash.

On March 1,

2023, Tianci sold a total of 1,253,333 shares of its common stock to 13 non-US persons at a price of $0.30 per share or $376,000 total.

On March 6,

2023, Tianci issued 1,500,000 shares of its common stock to RQS Capital pursuant to the Share Exchange Agreement dated March 3, 2023 (see Note 1 above).

Also on March

6, 2023, pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of 700,000 shares of its common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. For the year ended July 31, 2023, the Company accounted for this issuance by expensing the $210,000 estimated fair value of the 700,000 shares of common stock to (1) cost of revenues-services ($144,000), (2) selling and marketing ($36,000), and (3) general and administrative ($30,000).

On January 19,

2024 the Company sold an aggregate of 445,109 shares of its common stock to five present or former members of the Company’s Board of Directors for an aggregate price of $445,109 or $1.00 per share. The purchasers included Zhigang Pei, who received 220,909 shares in settlement of a loan by Mr. Pei to the Company in the amount of $220,909, and five present or former members of the Company’s Board of Directors, who received an aggregate of 224,200 shares (Zhigang Pei – 110,200 shares; David Wei Fang – 64,600 shares; Jack Fan Liu – 22,100 shares, Jimmy Weiyu Zhu – 5,200 shares; and Yee Man Yung - 22,100 shares) in satisfaction of the Company’s liability to them for unpaid compensation.

On January 19,

2024 the Company issued 8,000,000 shares of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital’s exercise of its right to convert 80,000 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 433,213 shares of its common stock to nine investors for an aggregate price of $433,213 or $1.00 per share. The shares were issued in a private offering to investors.

On April 24,

2024, the Company sold 80,000 shares of its Series B Preferred Stock to RQS Capital Limited for a cash payment of $80,000.

NOTE 6 – 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 8.25% in Hong Kong. Hong Kong income tax expenses (benefit) for the nine months ended April 30, 2024 and 2023 amounted to $22,023 and $2,219, respectively.

| 17 |

| --- |

For the nine

months ended April 30, 2024, the income before provision for income taxes of $77,828, consisted of United States source loss of $(348,499) and Hong Kong source income of $426,327. For the nine months ended April 30, 2023, the loss before provision for income taxes of $(319,818), consisted of United States source loss of $(123,267) and Hong Kong source loss of $(196,551).

Significant components of the provision for income taxes are as follows:

Schedule of components of the provision for income taxes
	For the nine months ended
	April 30,<br> <br>2024		April 30,<br> <br>2023
	(Unaudited)		(Unaudited)
Current Hong Kong	$	22,023	$	2,219
Deferred Hong Kong		–		–
Provision for income taxes	$	22,023	$	2,219

The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate:

Schedule of  Hong Kong effective tax rate
	For the nine months ended April 30,<br> <br>2024			For the nine months ended April 30,<br> <br>2023
	(Unaudited)			(Unaudited)
Hong Kong statutory income tax rate		8.25%			16.50%
Non deductible stock compensation		–			(17.63%	)
Prior year over-accrual of provision for income taxes		(3.08%	)		–
Effective tax rate		5.17%			(1.13%	)

For United States

income tax purposes, Tianci has a net operating loss carryforward of approximately $1,315,000 at April 30, 2024. Management has not determined that it is more likely than not that this carryforward will be realized and thus the Company maintained a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of April 30, 2024 and July 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

As of April 30, 2024, tax years 2021 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 Hong Kong tax purposes.

| 18 |

| --- |

NOTE 7

— 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 April 30, 2024, no United States account balance exceeded $250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of April 30, 2024, a cash balance of $512,277 was maintained at a financial institution in Hong Kong of which approximately $439,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.

Customer concentration risk

For the nine

months ended April 30, 2024, two customers accounted for 63.7% and 13.9% of the Company’s total revenues.

For the nine

months ended April 30, 2023, two customers accounted for 47.7% and 14.1% of the Company’s total revenues.

As of April

30, 2024, one customer accounted for 100% of the Company’s total accounts receivable.

Vendor concentration risk

For the nine

months ended April 30, 2024, two vendors accounted for 38.6% and 27.8% of the Company’s total purchases. For the nine months ended April 30, 2023, two vendors accounted for 75.8% and 15.8% of the Company’s total purchases.

NOTE 8— COMMITMENTS AND CONTINGENCIES

Lease commitments

On January 1,

2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement had a term of two years and provided for monthly rent of HKD 2,800 (approximately $360). On January 13, 2023, the Company entered a new operating lease agreement for office space in Hong Kong with a third party for two years with monthly rent of HKD 3,000 (approximately $382). Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The lease does not contain an option to extend at the time of expiration. The lease was early terminated in September 2023 which resulted in a derecognition of $6,080 right of use (“ROU”) asset and operating lease liabilities in August 2023.

In September 2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6500).

Rent expenses

were $2,484 and $6,794 for the three months ended April 30, 2024 and 2023, respectively, and $8,153 and $17,870 for the nine months ended April 30, 2024 and 2023, respectively.

| 19 |

| --- |

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 April 30, 2024.

NOTE 9

— 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:

Schedule of revenues<br>by business
	For the three months ended				For the nine months ended
	April 30,				April 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Electronic Device Hardware Components Sales	$	–	$	115,000	$	103,382	$	294,880
Software and Website Development Services		–		–		19,230		–
Technical Consulting and Training Services		–		–		–		14,470
Software Maintenance and Business Promotion Services		–		29,013		29,276		57,763
Business Consulting Services		18,472		–		86,584		–
Global Logistics Services		1,921,874		–		5,922,650		–
Total revenues	$	1,940,346	$	144,013	$	6,161,122	$	367,113

Disaggregated information of revenues by regions are as follows:

Schedule of revenues by regions
	For the three months ended				For the nine months ended
	April 30,				April 30,
	2024		2023		2024		2023
	(Unaudited)				(Unaudited)
Hong Kong	$	1,478,654	$	122,500	$	4,681,105	$	331,850
Vietnam		143,692		–		855,917		–
Japan		318,000		–		622,850		–
Singapore		–		21,513		1,250		35,263
Total revenues	$	1,940,346	$	144,013	$	6,161,122	$	367,113

| 20 |

| --- |

NOTE 10

— SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued and determined that there are no reportable subsequent events.

| 21 |

---
---	---

---

Overview

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada.

On July 02, 2015, Freedom Petroleum, Inc. changed its name from Freedom Petroleum to Steampunk Wizards, Inc.(“Steampunk”).

On October 26, 2016, Steampunk completed a reverse merger, with Steampunk as the public shell company. Tianci merged with and into Steampunk. This transaction was carried out in accordance with the terms set forth in the Merger Agreement which took effective On November 9, 2016, and on the same day, Steampunk changed its name to Tianci International, Inc.

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

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., Ltd., a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including sea freight forwarding, and logistic software development and maintenance. We also generate revenue from the sale of electronic parts, and certain technical consulting services.

Our primary line of business is global logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

As a global logistics enterprise, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service.

For the container shipping, Roshing charters cargo space from shipping suppliers (such as shipowners, non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners, cargo agents). For bulk goods shipping, Roshing issues fixture notes to customers and then arranges the booking of ships, signing of charter parties with suppliers (such as shipowners). Roshing tailors a 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 during the six months ended January 31, 2024. Shufang Gao, our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with 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, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

| 22 |

| --- |

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 number of factors which are set forth below.

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 due to events beyond our control, 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 or 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 their direct customers that are beyond their control. If sales in a particular geographical market in which our direct customers target operate in decline, 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 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 fee that we paid 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 control the cost.

Results of Operations

---

Comparison of the three months ended April30, 2024 and 2023

	For the three months ended<br> April 30,
	2024			2023			Change			Change<br> Percentage
Revenues		1,940,346			144,013			1,796,333			1,247%
Cost of Revenues		1,695,639			260,700			1,434,939			550%
Gross profit		244,707			(116,687	)		361,394			–
Selling and marketing		91,950			39,532			52,418			133%
General and administrative		134,473			157,909			(23,436	)		(15%	)
(Loss) from operations		18,284			(314,128	)		332,412			–
Other (expense)		(47,030	)		–			(47,030	)		–
Provision for income taxes		10,051			1,280			8,771			685%
Net (loss)		(38,797	)		(315,408	)		276,611			(88%	)
Less: net (loss) income attributable to non-controlling interest		11,177			(19,214	)		30,391			–
Net (loss) attributable to Tianci		(49,974	)		(296,194	)		246,220			(83%	)

| 23 |

| --- |

Comparison of the nine months ended April30, 2024 and 2023

	For the nine months ended<br> April 30,
	2024			2023			Change			Change<br> Percentage
Revenues		6,161,122			367,113			5,794,009			1578%
Cost of Revenues		5,343,534			448,055			4,895,479			1093%
Gross profit		817,588			(80,942	)		898,530			–
Selling and marketing		327,784			47,692			280,092			587%
General and administrative		389,899			191,184			198,715			104%
Income (loss) from operations		99,905			(319,818	)		419,723			–
Other (expense)		(22,077	)		–			(22,077	)		–
Provision for income taxes		22,023			2,219			19,804			892%
Net income (loss)		55,805			(322,037	)		377,842			–
Less: net (loss) income attributable to non-controlling interest		40,430			(19,877	)		60,307			–
Net income (loss) attributable to Tianci		15,375			(302,160	)		317,535			–

Revenues

During the three and nine months ended April 30, 2024, our revenue increased significantly: to $1,940,346 for the three months ended April 30, 2024 from $144,013 for the three months ended April 30, 2023 and to $6,161,122 for the nine months ended April 30, 2024 from $367,113 for the nine months ended April 30, 2023. The increase was mainly attributable to the launch and growth of our global logistics service, which contributed 99% of our revenue in the three months ended April 30, 2024 and 96% of our revenue during the nine months ended April 30, 2024.

Our revenues from our revenue streams are categorized as follows:

	For the Three Months Ended<br> <br>April 30,				For the Nine Months Ended<br> <br>April 30,
	2024		2023		2024		2023
Global Logistics Service Revenue	$	1,921,874	$	–	$	5,922,650	$	–
Product Revenue		1		115,000		103,382		294,880
Other Service Revenue		18,471		29,013		135,090		72,233
Total	$	1,940,346	$	144,013	$	6,161,122	$	367,113

Cost of Revenues

Total cost of revenues increased from $260,700 to $1,695,639 for the three months ended April 30, 2024 and from $448,055 to $5,343,534 for the nine months ended April 30, 2024. The increase was attributable to the growth of our global logistics services.

| 24 |

| --- |

Our cost of revenues from our revenue categories are summarized as follows:

	For the Three Months Ended<br> <br>April 30,				For the Nine Months Ended<br> <br>April 30,
	2024		2023		2024		2023
Cost of Global Logistics Service	$	1,683,283	$	–	$	5,218,017	$	–
Cost of Product		–		88,550		87,088		227,660
Cost of Other Service		12,356		172,150		38,429		220,395
Total	$	1,695,639	$	260,700	$	5,343,534	$	448,055

Our cost of revenues from global logistics services represented 99% and 98% of total cost of revenues during the three and nine months ended April 30, 2024, respectively. We did not have any cost of global logistics service in the same period in 2023 as this is a new service sector. Cost of global logistics services primarily include the cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

Our cost of revenues from hardware product sales decreased by 100% and 62% for the three and nine month periods ended April 30, 2024, respectively, reflecting the reduction in our revenue from hardware product sales.

---

Gross Profit

Our gross profits from our major revenue categories are summarized as follows:

Margins

	For the Three Months Ended<br> April 30,				<br><br><br><br>For the Nine Months Ended April 30,
	2024		2023		2024		2023
Global Logistics Service
Gross Profit Margin	$	238,591	$	–	$	704,633	$	–
Gross Profit Margin		12.4%		–		11.9%		–
Hardware Product Sales
Gross Profit Margin	$	–	$	26,450	$	16,294	$	67,220
Gross Profit Percentage		–		23%		15.8%		22.8%
Other Services
Gross Profit Margin	$	6,116	$	-143,137	$	96,661	$	-148,162
Gross Profit Percentage		33.1%		-493.4%		71.6%		-205.1%
Total
Gross Profit Margin	$	244,707	$	-116,687	$	817,588	$	-80,942
Gross Profit Percentage		12.6%		-81%		13.3%		-22%

| 25 |

| --- |

Our gross profit increased by $325,649 to $244,707 for the three months ended April 30, 2024 and by $898,530 to $817,588 for nine months ended April 30, 2024, respectively. The increase in gross profit was primarily due to the launch and growth of our global logistics service, as discussed above. For the three and nine months ended April 30, 2024, our overall gross profit margin was 12.6% and 13.3%, respectively, an increase from gross loss of 81% and 22% during the three and nine months ended April 30, 2023. Our overall gross margins increased because the gross margins from our global logistics service were 12.4% and 11.9% during the three and nine months ended April 30, 2024. The revenue contributed by the growth of our global logistics service was sufficient to cover the fixed cost of revenue, such as employee compensation, for the three months and nine months ended April 30, 2024, which revenue for the three months and nine months ended April 30, 2023 was insufficient to cover fixed costs, which resulted in a loss. We anticipate that the gross margin realized from logistics services is likely to increase in the future as demand picks up post-pandemic with relatively stable global logistics supply.

Operating Expenses

With the significant increase in our operations came a significant increase in our total operating expenses, which were $226,423 and $717,683 for the three and nine months ended April 30, 2024, compared to $197,441 and $238,876 for the three and nine months ended April 30, 2023, respectively. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. The increase was mainly due to the increasing commission expense we paid to agents for referring global logistics customers, and professional fees for compliance services.

Income tax expense

Our income tax expense amounted to $10,051 and $22,023 for the three and nine months ended April 30, 2024, compared to $1,280 and $2,219 for the three and nine months ended April 30, 2023, respectively. The change was due to the increase in revenue realized during the period.

Net loss

The Company realized net loss of $(38,797) and net income $55,805 for the three months and nine months ended April 30, 2024. However, since the Company owns only 90% of its operating subsidiary, Roshing, 10% of net income generated by Roshing was attributed to the minority interest. As a result, the net income (loss) for the three and nine months ended April 30, 2024 attributable to the shareholders of Tianci International was $(49,974) and $15,375, respectively.  In comparison, during the three and nine months ended April 30, 2023, the Company incurred net losses of $315,408 and $322,037 respectively. We believe our pivot to the logistics market gives our shareholders an opportunity to benefit from the opportunity presented by this market as the global economy recovers from the pandemic.

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 April 30, 2024, we had working capital of $733,839, as our cash amounted to $646,031, our current assets were $975,652 and our current liabilities were $241,813. To date, we have financed our operations primarily through capital contributions and advances from shareholders and by private placement of securities. At April 30, 2024 we owed $30,354 to related parties (See Note 4 to the financial statements).

We believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

| 26 |

| --- |

We started providing shipping & freight forwarding services during the quarter ended October 31, 2023. Although the business grew quickly during its first six months, it may occur that to continue to take advantage of the opportunity offered by this business, we may require significant capital expenditure for developing our position in the market. 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. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the nine months ended April 30, 2024 and 2023.

	For the nine months ended
	April 30,
	2024		2023
Net cash provided by operating activities	$	121,476	$	314,295
Net cash used in investing activities		–		–
Net cash provided by (used in) financing activities		268,213		(72,463	)
Net change in cash and restricted cash	$	389,689	$	241,832

Operating activities

Net cash of $121,476 provided by operating activities for the nine months ended April 30, 2024 was primarily the result of net income of $55,805, the decrease of the due from related party for the collection of the amount due, and $90,464 increase in accrued liabilities, which was offset by an increase of $82,021 of accounts receivable due to the increase of our new business line.

The Company realized $314,296 in net cash during the nine months ended April 30, 2023, primarily because it reduced its accounts receivable balance by $622,659. In addition, the net loss was in part attributable to $210,000 in stock compensation paid, which was a non-cash item. These cash sources were partially offset by the decrease of $301,282 in accounts payable as the Company used cash to pay its vendors.

Investing activities

The company has no investing activities during either of the nine month periods ended April 30, 2024 and 2023.

Financing activities

Net cash provided by financing activities for the nine months ended April 30, 2024 was $268,213. This was attributable to proceeds of $513,213 received from private offering of preferred stock which was offset by the $245,000 fees paid to various service vendors which was directly related to the proposed public offering of stock.

Net cash used in financing activities during the nine months ended April 30, 2023 was of $72,463, which primarily attributable to our repayment of a working capital loan of $341,885 during that period. Other than existing cash resources, the funds used to repay the loan were derived from a capital contribution received amounting to $65,650, collection of a subscription receivable amounting to $50,000, and a working capital advance from a related party amounting to $61,490. Our cash balance was aided by reason of the direct payment of operating expenses by shareholders amounting to $73,369, and the payments of rent for our premises in Shenzhen China by related parties amounting to $14,727.

| 27 |

| --- |

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 and nine months ended April 30, 2024, 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 DisclosureControls 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 April 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

·	Because of the company’s limited resources, there are limited controls over information processing.
·	There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is 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.
·	The Company does not have a sitting audit committee financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

| 28 |

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

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

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended April 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| 29 |

| --- |

PART II   -  OTHER INFORMATION

---

ITEM 1	LEGAL PROCEEDINGS
	None.
ITEM 1A	RISK FACTORS
	As a smaller reporting company as defined by Rule 12b-2 of the Securities<br>Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and<br>therefore are not required to provide the information requested by this item.
ITEM 2	UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS
	(a) Unregistered sales<br> of equity securities
	There<br> were no unregistered sales of equity securities by the Company during the third quarter of fiscal year 2024, other than those reported<br> in Current Reports on Form 8-K.
	(c) Purchases of equity<br> securities
	The<br> Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during<br> the third quarter of fiscal year 2024.
ITEM 3	DEFAULTS UPON SENIOR SECURITIES
	None.
ITEM 4	MINE SAFETY DISCLOSURES
	Not<br> Applicable.
ITEM 5	OTHER INFORMATION
	During<br> the quarter ended April 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1<br> trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
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

| 30 |

| --- |

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: June 14, 2024	By:	/s/ Shufang Gao
	Shufang Gao, Chief Executive Officer
Date: June 14, 2024	By:	/s/ Wei Fang
	Wei Fang, Chief Financial and Accounting Officer

| 31 |

| --- |

Exhibit 31.1

EXHIBIT 31.1: Rule 13a-14(a) Certification of CEO

I, Shufang Gao, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tianci International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: June 14, 2024	By: /s/ Shufang Gao
	Shufang Gao, Chief Executive Officer

Exhibit 31.2

EXHIBIT 31.2: Rule 13a-14(a) Certification of CFO

I, Wei Fang, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Tianci International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: June 14, 2024	By: /s/ Wei Fang
	Wei Fang, Chief Financial Officer

Exhibit 32.1

EXHIBIT 32.1: Rule 13a-14(b) Certification of CEO

---

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Tianci International, Inc. (the “Company”) certifies that:

1.       The Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 14, 2024	By: /s/ Shufang Gao
	Shufang Gao, Chief Executive Officer

Exhibit 32.2

EXHIBIT 32.2: Rule 13a-14(b) Certification of CFO

---

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Tianci International, Inc. (the “Company”) certifies that:

1.       The Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 14, 2024	By: /s/ Wei Fang
	Wei Fang, Chief Financial Officer