Tianci International, Inc. - Quarter Report: 2023 January (Form 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 January 31, 2023

☐ 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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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, a 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.

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:

March 7, 2023

Common Voting Stock: 5,903,481

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED JANUARY 31, 2023

TABLE OF CONTENTS

PART I  –  FINANCIAL INFORMATION

TIANCI INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

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

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

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

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Three and Six Months Ended January 31, 2023

For the Three and Six Months Ended January 31, 2022

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

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these unaudited condensed financial statement

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Tianci International, Inc. (the “Company”, “Tianci”) was incorporated under the laws of the State of Nevada as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. The Company is a holding company and, as of January 31, 2023, it had no subsidiaries and no business operations. The Company’s fiscal year end is July 31.

NOTE 2 – GOING CONCERN MATTERS

As of January 31, 2023, the Company had $13,164 in cash. The Company incurred a net loss of $162,286 and used $75,857 in cash for operating activities during the six months ended January 31, 2023.

The Company’s insignificant cash balance at January 31, 2023 and its absence of revenues raised substantial doubt about the Company’s ability to continue as a going concern absent a significant change in its financial condition and business. Effective March 3, 2023, the Company acquired the capital stock of RQS United Group Limited, which owns 90% of the equity in Roshing International Co., Ltd., which is engaged in the business of distributing electronic components and providing software services. (See: Note 6 “Subsequent Events”.)

The ability of the Company to continue as a going concern will depend upon whether Roshing International Co., Ltd. can operate profitably and whether the Company’s management can expand the operations of Roshing International and/or complement them with additional acquisitions, as well as attract such financing as may be necessary for such business expansion. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – 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 and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2022, filed on October 31, 2022.

Results of the six months ended January 31, 2023 are not necessarily indicative of the results that may be expected for the year ended July 31, 2023 or any other future periods.

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

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 period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of six months or less. The Company had $13,164 and $9,000 in cash and cash equivalents as of January 31, 2023, and July 31, 2022, respectively.

Fair Value Measurements

The carrying amounts of the Company’s financial instruments, including cash and accounts payable and accrued liabilities, approximate fair value because of their short maturities.

Recent Accounting Pronouncements

Management has considered all recently issued accounting pronouncements and their potential effect on the financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed financial statements.

NOTE 4 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

Due to related parties consist of:

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

On August 26, 2021, pursuant to a Stock Purchase Agreement dated on August 6, 2021, Chuah Su Mei, the Company’s former Chief Executive Officer, President and Director and all other former officers forgave all amounts due to them from the Company. In regard to this forgiveness, the Company recognized debt forgiveness by related parties of $349,716 as additional paid-in-capital during the quarter ended October 31, 2021.

Employment agreements and director retainer agreements

On August 27, 2021, the Company executed three employment agreements and three director retainer agreements with its officers and directors. The agreements have terms of 3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,900 per month.

For the six months ended January 31, 2023 and 2022, we accrued management compensation expenses of $90,500 and $76,500, respectively. These amounts are included in “general and administrative expenses” in the accompanying condensed statement of operations.

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

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 January 31, 2023, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Series A Preferred Stock

Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock will be entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis.

Undesignated Preferred Stock

The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Equity Transactions

On January 27, 2023, the Company sold 80,000 shares of Series A Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $24,000.

TIANCI INTERNATIONAL, INC.

Notes To Condensed Financial Statements

Three and Six Months Ended January 31, 2023 and 2022

(Unaudited)

NOTE 6 – SUBSEQUENT EVENTS

Incorporation of Subsidiary Company

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

Sale of Common Stock

On March 1, 2023 the Company entered into agreements to sell a total of 1,253,333 shares of our common stock to 13 investors for a price of U.S.$0.30 per share, i.e. an aggregate price of U.S. $376,000). The shares were issued in a private offering to investors that were acquiring the shares each for his or her own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act. The sale was also exempt from registration pursuant to Rule 902(1)(i) of Regulation S, as the purchasers were non-U.S. persons and Rule 903 was complied with.

Acquisition of RQS United Group Limited.

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 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.

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.

* * * *

Overview; Termination of Shell Company Status

From October 2016 until March 3, 2023 Tianci was a shell company, as defined in Rule 12b-2 under the Exchange Act. It had no subsidiaries and no business operations. On March 3, 2023, however, we acquired the outstanding capital stock of RQS United Group Limited ("RQS United"). RQS United owns 90% of the capital stock of Roshing International Co., Ltd. (“Roshing”), an operating company. As a result of the acquisition, we ceased to be a shell company.  

Roshing was incorporated on June 22, 2011 and is engaged in the sale of components to manufacturers of electronic devices as well as development of software and websites, technical consulting, and providing maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong, although it realizes a substantial portion of its software development and related services revenue in Singapore.

For information regarding the business carried on by Roshing, including the consolidated financial results of RQS United for the past two fiscal years and subsequent interim period, please see the Current Report on Form 8-K filed by Tianci on March 6, 2023.

Results of Operations

The following table provides selected financial data about Tianci as of January 31, 2023 and July 31, 2022 and for the six months ended January 31, 2023 and 2022.

Balance Sheet Data

Summary Income Statement Data

Three Months Ended January 31, 2023, Compared to Three Months Ended January 31, 2022

Revenue. During the three months ended January 31, 2023, and 2022, we did not generate any revenues.

Operating Expenses. Operating expenses were $105,219 and $57,957 for the three months ended January 31, 2023 and 2022, respectively. Operating expenses mainly consisted of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in accounting and legal related professional fees.

Loss from Operations. For the three months ended January 31, 2023, and 2022, we incurred a loss from operations of $105,219 and $57,957, respectively. The increase in loss from operations was attributable to the increase in our operating expenses. 

Net Loss. For the three months ended January 31, 2023, and 2022, we incurred a net loss of $105,219 and $57,957, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Six Months Ended January 31, 2023, Compared to Six Months Ended January 31, 2022

Revenue. During the six months ended January 31, 2023, and 2022, we did not generate any revenues.

Operating Expenses. Operating expenses were $162,286 and $105,103 for the six months ended January 31, 2023 and 2022, respectively. Operating expenses mainly consisted of executive compensation, professional fees, and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in accounting and legal related professional fees.

Loss from Operations. For the six months ended January 31, 2023, and 2022, we incurred a loss from operations of $162,286 and $105,103, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other expenses. For the six months ended January 31, 2023, and 2022, we did not incur any other expenses. Other expenses consisted of an income tax penalty.

Net Loss. For the six months ended January 31, 2023, and 2022, we incurred a net loss of $162,286 and $105,103, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Liquidity and Capital Resources

Working Capital

As of January 31, 2023, we had a working capital deficit of $361,423 as compared to a working capital deficit of $223,137 as of July 31, 2022. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities and due to related parties.

Cash Flows

Cash Flow from Operating Activities

During the six months ended January 31, 2023, net cash used in operating activities was $75,857, compared to $98,309 for the six months ended January 31, 2022. The decrease in net cash used in operating activities was mainly due to the increase in accounts payable and accrued liabilities offset by the increase in net loss.

Cash Flow from Investing Activities

During the six months ended January 31, 2023 and 2022, we had no cash flow from investing activities.

Cash Flow from Financing Activities

During the six months ended January 31, 2023, net cash provided by financing activities was $80,021, compared to $94,358 for the six months ended January 31, 2022. The decrease in net cash provided by financing activities was mainly due to the decrease in proceeds from related parties offset by cash received from the sale of preferred shares.

On January 27, 2023, we sold 80,000 shares of Series A Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $24,000, which was contributed to our capital on behalf of RQS Capital Limited by members of its management. Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. The holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. The Series A Preferred Stock purchased by RQS Capital Limited helds 76.55% of the aggregate voting power of the Company on January 27, 2023. As a result of its ownership of the Series A Shares, RQS Capital holds a controlling interest in the Company.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.

Not applicable.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2023. 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:

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 January 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II  –  OTHER INFORMATION

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.

* * * * *