8-K
Tianci International, Inc. (CIIT)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest eventreported): October 3, 2025
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TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-42591 | 45-5540446 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
Unit 1109, Lippo Sun Plaza, 28 Canton Road,
Tsim Sha Tsui, Kowloon, HongKong 999077
(Address of Principal Executive Office) (Zip Code)
852-26621800
(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 |
|---|---|---|
| Common Stock, par value $0.0001 | CIIT | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02 | Change in Registrant’s Certifying Accountant |
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On October 3, 2025, Tianci International, Inc. (the “Company”) issued a press release announcing financial results for the year ended July 31, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibits | |
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| 99.1 | Press Release dated October 3, 2025 |
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| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIANCI INTERNATIONAL, INC. | ||
|---|---|---|
| Date: October 3, 2025 | By: | /s/ Shufang Gao |
| Shufang Gao, CEO |
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Exhibit 99.1
Tianci International,Inc. Reports Fiscal Year 2025 Financial Results
HONG KONG/RENO, Nevada, October 3, 2025 /Globe Newswire/– Tianci International, Inc. (the "Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, today announced its financial results for the fiscal year ended July 31, 2025.
Fiscal Year 2025 Highlights:
| · | The Company raised net proceeds of $5,217,937 from a public offering of 1,750,000 shares of common stock.<br>On closing of the offering, the Company’s common stock was listed for trading on the Nasdaq Capital Market. |
|---|---|
| · | Revenue increased, year-to-year, by 8%, from $8,617,265 in fiscal year 2024 to $9,282,997 in fiscal year<br>2025. Global logistics continued to yield 97% of the Company’s total revenue. |
| · | Operating expenses increased from $886,876 in fiscal year 2024 to $3,158,038 in fiscal year 2025, primarily<br>as a result of transactions related to the Company’s listing on Nasdaq. As a result, the Company incurred a net loss of $2,686,357<br>in fiscal 2025, after recording net income of $110,320 in fiscal 2024. |
Financial Results
Revenue from logistics operations for the year ended July 31, 2025, which represented 97% of the Company’s overall revenue in that period, increased by 8% from the revenue generated by logistics operations during the year ended July 31, 2025. However, the cost of revenue increased by 17% from fiscal year 2024 to fiscal year 2025, as demand for logistics services waned due to concerns about the implementation of tariffs, while shipping companies in the Southeast Asia market increased their pricing in an effort to offset the decline in demand for their services. As a result of the increase in cost of revenue, the Company’s gross profit margin decreased from 12.24% in fiscal 2024 to 4.85% in fiscal 2025.
To reduce the effect of declining demand in the Southeast Asia market, the Company intends to reorient its focus towards long-distance shipping lines, which generally produce higher profit margins. In particular, the Company has been accumulating an inventory of bulk chrome and manganese ore for the purpose of entering into the global commodity trade arena. By applying its core resource control capabilities and supply chain integration strengths with an in-house demand for shipping services, the Company looks to release itself from dependence on local demand for shipping services.
Completion of our public offering of 1,750,000 common shares for net proceeds of $5,217,937 left the Company with working capital totaling $2,906,601 at July 31, 2025. The Company intends to use the greater portion of its working capital to expand its presence in the market for logistics services.
About Tianci International, Inc.
Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific, including Japan, South Korea, and Vietnam. Beyond logistics, the Company generates revenue from the sale of electronic parts and business consulting services. The Company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value.
For more information, please visit the Company’s website: tianci-ciit.com
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Forward-Looking Statements
Certain statements in this announcement areforward-looking statements that involve known and unknown risks and uncertainties and are based on the Company’s current expectationsand projections about future events that the Company believes may affect its financial condition, results of operations, business strategyand financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,”“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”“plans,” “will,” “would,” “should,” “could,” “may” or other similarexpressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurringevents or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectationsexpressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,and the Company cautions investors that actual results may differ materially from the anticipated results. The Company encourages investorsto review other factors that may affect its future results that are discussed in the Company's filings with the U.S. Securities and ExchangeCommission.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com
Financial Summary Tables
The following financial information should be read in conjunction with the audited financial statements and accompanying notes filed by the Company with the Securities and Exchange Commission on Form 10-K for the period ended July 31, 2025, which can be viewed at www.sec.gov and in the investor relations section of the Company’s website at www.tianci-ciit.com.
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS)
| July 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 2,405,352 | $ | 413,129 | ||
| Prepayment and other current assets | 382,554 | 1,820 | |||
| Inventory | 215,346 | – | |||
| Deferred offering costs | – | 495,356 | |||
| Total current assets | 3,003,252 | 910,305 | |||
| Other assets: | |||||
| Lease security deposit | 23,174 | 1,656 | |||
| Lease right-of-use asset | 119,545 | – | |||
| Total non-current assets | 142,719 | 1,656 | |||
| TOTAL ASSETS | 3,145,971 | $ | 911,961 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 18,554 | $ | – | ||
| Income taxes payable | 16,117 | 62,204 | |||
| Due to related parties | – | 2,271 | |||
| Lease liability-current | 57,903 | – | |||
| Accrued liabilities and other payables | 5,077 | 57,476 | |||
| Total current liabilities | 97,651 | 121,951 | |||
| Lease liability - noncurrent | 61,403 | – | |||
| Total liabilities | 159,054 | 121,951 | |||
| Commitments and contingencies | – | – | |||
| Stockholders’ equity: | |||||
| Series A Preferred stock, 0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of July 31, 2025 and 2024 | – | – | |||
| Series B Preferred stock, 0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of July 31, 2025 and 2024 | 8 | 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; 16,531,803 and 14,781,803 shares issued and outstanding as of July 31, 2025 and 2024 | 1,653 | 1,478 | |||
| Additional paid-in capital | 5,845,505 | 962,416 | |||
| Accumulated deficit | (2,862,860 | ) | (222,071 | ) | |
| Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC. | 2,984,306 | 741,831 | |||
| Non-controlling interest | 2,611 | 48,179 | |||
| Total stockholders’ equity | 2,986,917 | 790,010 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,145,971 | $ | 911,961 |
All values are in US Dollars.
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the years ended July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| OPERATING REVENUES | ||||||
| Global logistics services | $ | 9,006,407 | $ | 8,320,402 | ||
| Other revenue | 276,590 | 296,863 | ||||
| Total Operating Revenues | 9,282,997 | 8,617,265 | ||||
| COST OF REVENUES | ||||||
| Global logistics services | 8,652,742 | 7,432,806 | ||||
| Other revenue | 180,132 | 129,280 | ||||
| Total Cost of Revenues | 8,832,874 | 7,562,086 | ||||
| Gross profit | 450,123 | 1,055,179 | ||||
| Operating expenses: | ||||||
| Selling and marketing | 230,778 | 365,992 | ||||
| General and administrative | 2,927,260 | 520,884 | ||||
| Total operating expenses | 3,158,038 | 886,876 | ||||
| Income (loss) from operations | (2,707,915 | ) | 168,303 | |||
| Other income (loss) net | 27,391 | (22,077 | ) | |||
| Income (loss) before provision for income taxes | (2,680,524 | ) | 146,226 | |||
| Provision for income taxes | 5,833 | 35,906 | ||||
| Net income (loss) | (2,686,357 | ) | 110,320 | |||
| Less: net income (loss) attributable to non-controlling interest | (45,568 | ) | 55,870 | |||
| Net income (loss) attributable to TIANCI INTERNATIONAL, INC. | $ | (2,640,789 | ) | $ | 54,450 | |
| Weighted average number of common shares* | ||||||
| Basic and diluted | 15,270,040 | 10,560,950 | ||||
| Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.* | ||||||
| Basic and diluted | $ | (0.17 | ) | $ | 0.01 | |
| Weighted average number of preferred shares A* | ||||||
| Basic and diluted | – | 37,260 | ||||
| Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.* | ||||||
| Basic and diluted | $ | – | $ | 0.01 | ||
| Weighted average number of preferred shares B* | ||||||
| Basic and diluted | 80,000 | 21,319 | ||||
| Income (loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.* | ||||||
| Basic and diluted | $ | (0.17 | ) | $ | 0.01 |
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the years ended July 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | (2,686,357 | ) | $ | 110,320 | |
| Adjustments to reconcile net income (loss) to net cash | ||||||
| Amortization of operating lease right-of-use asset | 4,937 | 356 | ||||
| Warrants issuance to consultant | 158,412 | – | ||||
| Debt forgiven by related party | – | (24,953 | ) | |||
| Change in operating assets and liabilities: | ||||||
| Prepayment and other current assets | (380,737 | ) | (70 | ) | ||
| Inventory | (215,346 | ) | – | |||
| Lease security deposit | (21,518 | ) | (114 | ) | ||
| Advances from customers | – | (29,070 | ) | |||
| Accounts payable | 18,554 | (777 | ) | |||
| Income taxes payable | (46,087 | ) | 35,906 | |||
| Operating lease liabilities | (5,177 | ) | (356 | ) | ||
| Accrued liabilities and other payables | (52,395 | ) | 21,498 | |||
| Net cash (used in) provided by operating activities | (3,225,714 | ) | 112,740 | |||
| Cash flows from financing activities: | ||||||
| Repayment of working capital advance to related party | (10,771 | ) | (28,083 | ) | ||
| Operating expenses directly paid by shareholders | – | 139 | ||||
| Working capital advance from related party | 8,500 | 54,134 | ||||
| Proceeds received from public or private offerings | 5,439,333 | 513,213 | ||||
| Deferred offering costs incurred | (219,125 | ) | (495,356 | ) | ||
| Net cash provided by financing activities | 5,217,937 | 44,047 | ||||
| Net increase in cash | 1,992,223 | 156,787 | ||||
| Cash, beginning | 413,129 | 256,342 | ||||
| Cash, ending | $ | 2,405,352 | $ | 413,129 | ||
| – | ||||||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | – | $ | – | ||
| Income taxes | $ | 51,920 | $ | – | ||
| Non-Cash Activities: | ||||||
| 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 | ||
| Deferred offering costs net against proceeds from public offering | $ | 714,481 | $ | – | ||
| Initial recognition of right-of-use assets and lease liabilities, net of disposal | $ | 124,483 | $ | – |
* * * * *
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