Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 October 31, 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		45-5440446
(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 Kowloon, Hong Kong 999077
	(Address of Principal Executive Offices)

	Issuer’s Telephone Number: 852-225-10781
	(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:

December 6, 2024

Common Voting Stock: 14,781,803

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED OCTOBER 31, 2024

TABLE OF CONTENTS

Part I. Financial Information		Page No.

Item 1.	Financial Statements (unaudited):	3

	Condensed Balance Sheets – October 31, 2024 (Unaudited) and July 31, 2024	3

	Consolidated Statements of Operations (Unaudited) - for the Three Months Ended October 31, 2024 and 2023	4

	Condensed Statement of Changes in Stockholders' Equity (Unaudited) for the Three Months Ended October 31, 2024 and 2023	5

	Statements of Cash Flows (Unaudited) – for the Three Months Ended October 31, 2024 and 2023	6

	Notes to 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	27

Item 4.	Controls and Procedures	27

Part II. Other Information

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

	Signatures	30

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)


	October 31,			July 31,
	2024			2024
		(Unaudited)
ASSETS
Current assets:
Cash	$	323,793		$	413,129
Prepaid expense		1,040			1,820
Deferred offering costs		569,481			495,356
Total current assets		894,314			910,305

Other assets:
Lease security deposit		1,656			1,656
Total non-current assets		1,656			1,656

TOTAL ASSETS	$	895,970		$	911,961

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Income taxes payable	$	64,393		$	62,204
Due to related parties		2,271			2,271
Accrued liabilities and other payables		131,244			57,476
Total current liabilities		197,908			121,951

Total liabilities		197,908			121,951

Commitments and contingencies		–			–

Stockholders’ equity (deficit):
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of October 31, 2024 and July 31, 2024		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of October 31, 2024 and July 31, 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; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024		1,478			1,478
Additional paid-in capital		962,416			962,416
Accumulated deficit		(315,127	)		(222,071	)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.		648,775			741,831
Non-controlling interest		49,287			48,179

Total stockholders’ equity		698,062			790,010

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	895,970		$	911,961

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the three months ended October 31,
	2024			2023
	(Unaudited)			(Unaudited)
OPERATING REVENUES
Global logistics services	$	2,759,693		$	1,181,720
Other revenue		221,247			144,928
Total Operating Revenues		2,980,940			1,326,648

COST OF REVENUES
Global logistics services		2,590,865			1,029,970
Other revenue		161,644			62,901
Total Cost of Revenues		2,752,509			1,092,871

Gross profit		228,431			233,777

Operating expenses:
Selling and marketing		85,188			102,071
General and administrative		260,393			118,705
Total operating expenses		345,581			220,776

Income (loss) from operations		(117,150	)		13,001

Other income net		27,391			–

Income (loss) before provision for income taxes		(89,759	)		13,001
Provision for income taxes		2,189			19,113

Net (loss)		(91,948	)		(6,112	)
Less: net income attributable to non-controlling interest		1,108			9,672

Net (loss) attributable to TIANCI INTERNATIONAL, INC.	$	(93,056	)	$	(15,784	)

Weighted average number of common shares*
Basic and diluted		14,781,803			5,903,481

(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average number of preferred shares A*
Basic and diluted		–			80,000

(Loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted	$	–		$	(0.20	)

Weighted average number of preferred shares B*
Basic and diluted		80,000			–

(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.*
Basic and diluted	$	(1.16	)	$	–

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

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(EXPRESSED IN UNITED STATES DOLLARS)


	Series A Preferred Stock		Series A Preferred Stock amount*		Series B Preferred Stock		Series B Preferred Stock amount*		Common stock*		Common stock amount*		Subscription receivable*		Additional Paid-in Capital		(Accumulated Deficit)			Noncontrolling interest		Total


Balance at July 31, 2024		–	$	–		80,000	$	8		14,781,803	$	1,478	$	–	$	962,416	$	(222,071	)	$	48,179	$	790,010
Net loss		–		–		–		–		–		–		–		–		(93,056	)		1,108		(91,948	)
Balance at October 31, 2024 (unaudited)		–	$	–		80,000	$	8		14,781,803	$	1,478	$	–	$	962,416	$	(315,127	)	$	49,287	$	698,062


	Series A Preferred Stock		Series A Preferred Stock amount*	Common stock*		Common stock amount*		Subscription receivable*		Additional Paid-in Capital		(Accumulated Deficit)			Noncontrolling 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	)

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

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the three months ended October 31,
	2024			2023
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	(91,948	)	$	(6,112	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of operating lease right-of-use asset		–			356
Change in operating assets and liabilities:
Accounts receivable		–			(195,629	)
Prepaid expense		780			750
Lease security deposit		–			(114	)
Due from related party		–			(33	)
Advances from customers		–			(29,070	)
Accounts payable		–			195,232
Income taxes payable		2,189			19,113
Operating lease liabilities		–			(356	)
Accrued liabilities and other payables		73,768			140,354
Net cash (used in) provided by operating activities		(15,211	)		124,491

Cash flows from financing activities:
Deferred offering costs incurred		(74,125	)		–
Net cash (used in) financing activities		(74,125	)		–

Net (decrease) increase in cash		(89,336	)		124,491
Cash, beginning		413,129			256,342
Cash, ending	$	323,793		$	380,833

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	–		$	–
Income taxes	$	–		$	–

Non-Cash Activities:
Early termination of right-of-use assets and lease liabilities	$	–		$	6,080

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

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. The Company is a holding company. As of July 31, 2024, the Company had one operating subsidiary, Roshing International Co., Limited (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.

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., Limited (“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 July 31, 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.

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, 2024 and 2023 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 22, 2024.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

Results of the three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2025 or any other future periods.

Principles of consolidation

The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting periods. Actual results could differ from these good faith estimates and judgments.

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in United States and Hong Kong.

Accounts receivable, net

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

Fair Value Measurements

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

The accounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follow:

·	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

·	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial instruments included in current assets and current liabilities (such as cash, accounts receivable, due from related party, accounts payable, and due to related parties) are reported in the consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Revenue recognition

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. This standard requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations.

The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

a. Global Logistics Services

The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.

The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event.

The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading.

The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis.

b. Electronic Device Hardware Components Products Sales

The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis.

Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant.

c. Software and Website Development Services

The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As a result, revenues from software development contracts are recognized at a point in time when services are fully rendered, and written acceptances have been received from customers.

d. Technical Consulting and Training Services

The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

e. Software Maintenance and Business Promotion Services

The Company provides software maintenance services to keep customers’ software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period.

f. Business Consulting Services

The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities.

Cost of revenues

For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold.

For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor.

Advertising costs

Advertising costs amounted to $0 for the three months ended October 31, 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%.

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.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

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.

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 year ended July 31, 2024, the Company incurred an IRS penalty 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 year ended July 31, 2024. During the three months ended October 31, 2024, the Company received a refund $24,953 from the IRS for the penalty previously charged. The refund is included in other income in the statements of operations for the three months ended October 31, 2024.

The Hong Kong tax returns filed for 2019 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.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

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 October 31, 2024 and July 31, 2024, there were 8,000,000 dilutive shares outstanding related to the convertible Series B Preferred Stock. 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.

Noncontrolling Interests

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.

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.

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.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

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 October 31, 2024, deferred offering costs relating to the public offering consist of:


Cash advance to Prime	$	100,000
Attorney fees		452,356
Accountant fees		49,125
Total	$	569,481

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.

NOTE 4 – RELATED PARTIES BALANCES AND TRANSACTIONS

Due to related parties consists of:

Schedule of due to related parties
		Transaction	October 31,		July 31,
Name	Relationship	Nature	2024		2024
RQS Capital	61.89% shareholder	Company cash collection due to RQS Capital	$	2,271	$	2,271
TOTAL			$	2,271	$	2,271

This liability is unsecured, non-interest bearing, and due on demand.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

Employment agreements with officers and director retainer agreements

Tianci currently maintains two employment agreements and seven director retainer agreements with its officers and directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

For the three months ended October 31, 2024 and 2023, the Company incurred management compensation expenses of $56,400 and $60,000, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statements of operations.

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. As of July 31, 2024, 80,000 shares of Undesignated Preferred Stock have been designated as Series B Preferred stock.

The following table sets forth information, as of October 31, 2024, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Schedule of classes of capital stock
			October 31, 2024
Class	Shares Authorized		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		–

Series A Preferred Stock

Each share of Series A Preferred Stock was convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock had voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock was convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock was entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On January 19, 2024, all 80,000 shares of the Series A preferred Stock were converted into 8,000,000 shares of Company common stock.

Series B Preferred Stock

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

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

Undesignated Preferred Stock

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

Issuances of Preferred Stock and Common Stock

On January 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. Incorporated companies pay 8.25% tax on the first $2 million of profits and 16.5% on the remainder. Hong Kong income tax expenses for the three months ended October 31, 2024 and 2023 amounted to $2,189 and $19,113, respectively.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

For the three months ended October 31, 2024, the loss before provision for income taxes of $89,759, consisted of United States source loss of $(103,024) and Hong Kong source income of $11,076. For the three months ended October 31, 2023, the income before provision for income taxes of $13,001 consisted of United States source loss of $(102,833) and Hong Kong source income of $115,834.

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


	For the three months ended
	October 31, 2024		October 31, 2023

Current Hong Kong	$	2,189	$	19,113
Deferred Hong Kong		–		–
Provision for income taxes	$	2,189	$	19,113

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


	For the three months ended
	October 31, 2024		October 31, 2023

Hong Kong statutory income tax rate		16.50%		16.50%
Effective tax rate		16.50%		16.50%

For United States income tax purposes, Tianci has a net operating loss carryforward of approximately $1,519,000 at October 31, 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 October 31, 2024 and July 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

As of July 31, 2024, tax years 2021 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2019 and forward generally remain open for examination for Hong Kong tax purposes.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

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 October 31, 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 October 31, 2024, a cash balance of $ 228,644 was maintained at a financial institution in Hong Kong of which approximately $158,000 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 three months ended October 31, 2024, two customers accounted for 56.5%, and 19.7% of the Company’s total revenues.

For the three months ended October 31, 2023, two customers accounted for 61.2% and 13.1% of the Company’s total revenues.

As of October 31, 2024 and July 31, 2024, no customer accounted for over 10% of the Company’s total accounts receivable.

Vendor concentration risk

For the year ended July 31, 2024, three vendors accounted for 59.0%, 20.6% and 1.3% of the Company’s total purchases. For the three months ended October 31, 2023, two vendors accounted for 65.9% and 13.7% of the Company’s total purchases. As of October 31, 2024 and July 31, 2024, no vendor accounted for over 10% of the Company’s total accounts payable.

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 6,500). In September 2024, the Company further renewed the lease for one year with a monthly lease payment of approximately $847 (HKD 6,650).

Rent expenses were $2,522 and $3,184 for the three months ended October 31, 2024 and 2023, respectively.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

Contingencies

From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of October 31, 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:


	For the three months ended
	October 31,
	2024		2023

Electronic Device Hardware Components Sales	$	–	$	59,902
Software and Website Development Services		–		19,230
Software Maintenance and Business Promotion Services		–		15,263
Business Consulting Services		221,247		50,533
Global Logistics Services		2,759,693		1,181,720
Total revenues	$	2,980,940	$	1,326,648

Disaggregated information of revenues by regions are as follows:


	For the three months ended
	October 31,
	2024		2023

Hong Kong	$	2,576,170	$	1,051,017
Vietnam		166,770		173,531
Japan		238,000		100,850
Singapore		–		1,250
Total revenues	$	2,980,940	$	1,326,648

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

NOTE 10 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company.

The subsidiaries did not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries” and the income (loss) of the subsidiaries is presented as “share of income (loss) of subsidiaries.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required.

PARENT COMPANY BALANCE SHEET

Schedule of balance sheet
	October 31,			July 31,
	2024			2024

ASSETS
Cash	$	94,651		$	14,621
Prepaid expense		1,040			1,820
Investment in subsidiaries		665,755			781,661
Total Assets	$	761,446		$	798,102

LIABILITIES
Accounts payable and other accrued liabilities		110,400			54,000
Payable to subsidiaries		512,416			312,416
Due to related parties		2,271			2,271
Total Liabilities	$	112,671		$	56,271

Stockholders’ Equity
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of October 31, 2024 and July 31, 2024		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of October 31, 2024 and July 31, 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; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024		1,478			1,478
Additional paid-in capital		962,416			962,416
Accumulated deficit		(315,127	)		(222,071	)
Total Stockholders’ Equity		648,775			741,831

Total Liabilities and Stockholders’ Equity	$	761,446		$	798,102

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three Months Ended October 31,2024

(Unaudited)

PARENT COMPANY STATEMENT OF OPERATIONS

Schedule of statement of operations
	For the three months ended October 31,
	2024			2023

EXPENSE:
General and administrative	$	(130,415	)	$	(102,833	)

OTHER INCOME
Gain from investment in subsidiaries		9,968			87,049
Other income net		27,391			–
Total other income		37,359			87,049

Net (loss)	$	(93,056	)	$	(15,784	)

PARENT COMPANY STATEMENT OF CASH FLOWS

Schedule of statement of cash flow
	For the three months ended October 31,
	2024			2023

Cash flows from operating activities:
Net (loss)	$	(93,056	)	$	(15,784	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share of (gain) from investment in subsidiaries		(9,968	)		(87,049	)
Change in operating assets and liabilities:
Prepaid expense and other assets		780			750
Accounts payable and other accrued liabilities		56,399			59,352
Net cash (used in) operating activities		(45,845	)		(42,731	)

Cash flows from financing activities:
Operating proceeds from subsidiaries		200,000
Deferred offering costs incurred		(74,125	)		–
Net cash provided by financing activities		125,875			–

Net (decrease) increase in cash and cash equivalents		80,030			(42,731	)
Cash and cash equivalents at beginning		14,621			66,553
Cash and cash equivalents at ending	$	94,651		$	23,822

NOTE 11 — 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.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

On March 3, 2023, we acquired ownership of RQS United Group Limited, a company organized under the laws of the Republic of Seychelles (“RQS United”), pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital Limited, the prior owner of RQS United.

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including shipping operation management. We also generate a small portion of our revenue from our non-core businesses that we carry on through Roshing, including software development services, consulting services, and the sale of electronic parts.

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.

For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue during year ended July 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.

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

For the three months ended October 31, 2024 and 2023

	For the three months ended October 31,						Change			Change
	2024			2023			Amounts			Percentage
Revenues	$	2,980,940		$	1,326,648		$	1,654,292			125%
Cost of Revenues		2,752,509			1,092,871			1,659,638			152%
Gross profit		228,431			233,777			(5,346	)		(2%	)
Selling and marketing		85,188			102,071			(16,883	)		(17%	)
General and administrative		260,393			118,705			141,688			119%
(Loss) income from operations		(117,150	)		13,001			(130,151	)		(1,001%	)
Other income		27,391			–			27,391			100%
Provision for income taxes		2,189			19,113			(16,924	)		(89%	)
Net (loss)		(91,948	)		(6,112	)		(85,836	)		1,404%
Less: net income attributable to non-controlling interest		1,108			9,672			(8,564	)		(89%	)
Net (loss) attributable to Tianci	$	(93,056	)	$	(15,784	)	$	(77,272	)		490%

Revenues

For the three months ended October 31, 2024, our total revenue increased to $2,980,940 from $1,326,648 for the three months ended October 31, 2023. The increase was mainly attributable to the continuing growth of our global logistics service and expansion of our client base. The global logistics service contributed 93% of our total revenue for the three months ended October 31, 2024.

The rest of our business lines represented 7% of our revenue in this quarter. We expect our operations other than global logistics to continue to contribute a relatively small portion of our revenue in the foreseeable future.

	For the Three Months Ended October 31,
	2024		2023
Global Logistics Service Revenue	$	2,759,693	$	1,181,720
Product Sales Revenue		–		59,902
Other Service Revenues		221,247		85,026
Total	$	2,980,940	$	1,326,648

Cost of Revenues

Total cost of revenues increased from $1,092,871 to $2,752,509 for the three months ended October 31, 2024. The increase was in line with the growth of our global logistics services.

A breakdown of our cost of revenues is summarized as follows:

	For the Three Months Ended October 31,
	2024		2023
Cost of Global Logistics Service	$	2,590,865	$	1,029,970
Cost of Products		–		50,008
Cost of Other Services		161,644		12,893
Total	$	2,752,509	$	1,092,871

Our cost of revenues from global logistics services represented 94% of total cost of revenues for the three months ended October 31, 2024. Cost of global logistics services primarily includes the cargo space charged by direct ocean carriers, fees charged by freight forwarders, fees charged for ancillary logistics services, and compensation we paid to our logistics employees.

Gross Profit

Our gross profits and gross margin of each business line are summarized as follows:

	For the Three Months Ended October 31,
	2024		2023
Global Logistics Service
Gross Profit	$	168,828	$	151,750
Gross Profit Margin		6.12%		12.84%
Hardware Product Sales
Gross Profit	$	–	$	9,894
Gross Profit Margin		–		16.52%
Other Services
Gross Profit	$	59,603	$	72,133
Gross Profit Margin		26.94%		84.84%
Total
Gross Profit	$	228,431	$	233,777
Gross Profit Margin		7.66%		17.62%

Our total gross profit decreased by $5,346 to $228,431 for the three months ended October 31, 2024 compared to the three months ended October 31, 2023. The decrease in gross profit was primarily attributable to decreasing gross profit from hardware product sales and other services, partially offset by a slight increase in gross profit from global logistics services. For the three months ended October 31, 2024, our total gross profit margin was 7.66%, as compared to 17.62% for the three months ended October 31, 2023. Our gross margin from our dominant business line global logistics service dropped significantly to 6.12% for the three months ended October 31, 2024 from 12.84% for the three months ended October 31, 2023. The same trend applies to our other business lines as we adopted a competitive pricing strategy to build up our client base promptly in the short term. We anticipate that our gross margin realized from logistics services will fluctuate in the short-term as the result of our pricing strategy.

Operating Expenses

As our business grew, there was a significant increase in our total operating expenses, which were $345,581 for the three months ended October 31, 2024 as compared to $220,776 for the three months ended October 31, 2023. Our operating expenses primarily include payroll expenses, commissions, marketing, rent and professional fees relating to our obligations as a public company. The increase was mainly due to the increase in general and administrative expenses from $118,705 for the three months ended October 31, 2023 to $260,363 for the three months ended October 31, 2024, partially offset by a $16,883 decrease in selling and marketing expenses in the same period. The increase in general and administrative expenses was attributable to increasing payroll expenses necessitated by the expansion of our logistics operations, as well as expenses incurred in anticipation of a securities offering as we prepare the Company to list on Nasdaq. The decrease in selling expenses during this period is attributable to decreasing commission expenses that we paid to third-parties as we became less dependent on brokers for new businesses.

Income tax expense

Our income tax expense amounted to $2,189 for the three months ended October 31, 2024 as compared to $19,113 for the three months ended October 31, 2023. The change was due to the decrease in operating income generated by Roshing during this period.

Net income (loss)

As a result of the foregoing, we incurred a net loss of $91,948 for the three months ended October 31, 2024. As the Company owns only 90% shares of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to the minority interest. Therefore, the net loss for the three months ended October 31, 2024 attributable to the shareholders of the Company was $93,056. In comparison, during the three months ended October 31, 2023, the Company incurred a net loss of $6,112.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of October 31, 2024, we had working capital of $696,406, as our cash amounted to $323,793, our current assets were $894,314 and our current liabilities were $197,908. To date, we have financed our operations primarily through capital contributions and advances from shareholders, as well as private investors. At October 31, 2024 we owed $2,271 to our 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.

We started providing logistics services during the quarter ended October 31, 2023. Although the business grew rapidly during the fiscal year ended July 31, 2024, we may require significant capital expenditure in order to obtain additional market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. 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 in place or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the three months ended October 31, 2024 and 2023.

	For the Three Months ended October 31,
	2024			2023
Net cash provided by (used in) operating activities	$	(15,211	)	$	124,491
Net cash used in investing activities		–			–
Net cash provided by (used in) financing activities		(74,125	)		–
Net change in cash and restricted cash	$	(89,336	)	$	124,491

Operating activities

Net cash of $15,211 used in operating activities for the three months ended October 31, 2024 was primarily the result of net loss of $91,948, which was only partially offset by a $73,768 increase in accrued liabilities and other payables.

Net cash of $124,524 provided by operating activities for the three months ended October 31, 2023 was primarily the result of an increase in accounts payable of $195,232 and an increase in accrued liabilities and other payables of $140,354 which was partially offset by the increase of $ 195,629 in accounts receivable.

Investing activities

The company had no investing activities during the three months ended October 31, 2024 and 2023.

Financing activities

Net cash used in financing activities for the three months ended October 31, 2024 was $74,125 which was attributable to the payment of fees incurred in anticipation of a public offering of the Company’s securities.

Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

In connection with the preparation of our financial statements for the three months ended October 31, 2024, there was one accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results. This was the accrual as “deferred offering costs” of amounts we have paid to professionals and others for services rendered and to be rendered in connection with a public offering of the Company’s securities. We will realize the value of these assets (and offset them against proceeds of the offering) only if the offering is placed successfully. We have accrued the payments as assets because we anticipate a successful offering. If, however, the offering fails to close, we will be required to amortize the asset as an expense.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets,

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

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

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

	·	There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is limited in number, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

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

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

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended October 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings
	None.

Item 1A	Risk Factors
	There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended July 31, 2024.

Item 2	Unregistered Sale of Securities and Use of Proceeds
	(a) Unregistered sales of equity securities
	There were no unregistered sales of equity securities by the Company during the first quarter of fiscal year 2025, other than those reported in Current Reports on Form 8-K.

	(c) Purchases of equity securities
	The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the first quarter of fiscal year 2025.

Item 3.	Defaults Upon Senior Securities.
	None.

Item 4.	Mine Safety Disclosures.
	Not Applicable.

Item 5.	Other Information.
	Trading Arrangements. During the quarter ended October 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6.	Exhibits

	31-a(1)	Rule 13a-14(a) Certification of CEO and CFO
	32-a(1)	Rule 13a-14(b) Certification of CEO and 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

TIANCI INTERNATIONAL, INC.

Date: December 6, 2024

By: /s/ Shufang Gao

Shufang Gao, Chief Executive, Financial and Accounting Officer

* * * * *

EXHIBIT 31-a(1): Rule 13a-14(a) Certification of CEO and CFO

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: December 6, 2024	By:	/s/ Shufang Gao
		Shufang Gao, Chief Executive and Financial Officer

* * * * *

EXHIBIT 32-a(1): Rule 13a-14(b) Certification of CEO and 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 October 31, 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: December 6, 2024	By:	/s/ Shufang Gao
		Shufang Gao, Chief Executive and Financial Officer

* * * * *

Cover - shares	3 Months Ended
Cover - shares	Oct. 31, 2024	Dec. 06, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--07-31
Entity File Number	333-184061
Entity Registrant Name	TIANCI INTERNATIONAL, INC.
Entity Central Index Key	0001557798
Entity Tax Identification Number	45-5440446
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Unit B, 10/F, Ritz Plaza
Entity Address, Address Line Two	No. 122 Austin Road
Entity Address, Address Line Three	Tsim Sha Tsui
Entity Address, City or Town	Kowloon
Entity Address, Country	HK
Entity Address, Postal Zip Code	999077
City Area Code	852
Local Phone Number	225-10781
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,781,803

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Current assets:
Cash	$ 323,793	$ 413,129
Prepaid expense	1,040	1,820
Deferred offering costs	569,481	495,356
Total current assets	894,314	910,305
Other assets:
Lease security deposit	1,656	1,656
Total non-current assets	1,656	1,656
TOTAL ASSETS	895,970	911,961
Current liabilities:
Income taxes payable	64,393	62,204
Due to related parties	2,271	2,271
Accrued liabilities and other payables	131,244	57,476
Total current liabilities	197,908	121,951
Total liabilities	197,908	121,951
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024	1,478	1,478
Additional paid-in capital	962,416	962,416
Accumulated deficit	(315,127)	(222,071)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.	648,775	741,831
Non-controlling interest	49,287	48,179
Total stockholders’ equity	698,062	790,010
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	895,970	911,961
Series A Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock value	0	0
Series B Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock value	8	8
Undesignated Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock value	$ 0	$ 0

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Oct. 31, 2024	Jul. 31, 2024
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,781,803	14,781,803
Common stock, shares outstanding	14,781,803	14,781,803
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares issued	80,000	80,000
Preferred stock, shares outstanding	80,000	80,000
Undesignated Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	19,920,000	19,920,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

3 Months Ended

Oct. 31, 2024

Oct. 31, 2023

OPERATING REVENUES

Total Operating Revenues

$ 2,980,940

$ 1,326,648

COST OF REVENUES

Total Cost of Revenues

2,752,509

1,092,871

Gross profit

228,431

233,777

Operating expenses:

Selling and marketing

85,188

102,071

General and administrative

260,393

118,705

Total operating expenses

345,581

220,776

Income (loss) from operations

(117,150)

13,001

Other income net

27,391

Income (loss) before provision for income taxes

(89,759)

13,001

Provision for income taxes

2,189

19,113

Net (loss)

(91,948)

(6,112)

Less: net income attributable to non-controlling interest

1,108

9,672

Net (loss) attributable to TIANCI INTERNATIONAL, INC.

(93,056)

(15,784)

Global Logistics Services [Member]

OPERATING REVENUES

Total Operating Revenues

2,759,693

1,181,720

COST OF REVENUES

Total Cost of Revenues

2,590,865

1,029,970

Other Revenue [Member]

OPERATING REVENUES

Total Operating Revenues

221,247

144,928

COST OF REVENUES

Total Cost of Revenues

$ 161,644

$ 62,901

Common Shares [Member]

Weighted average number of common shares*

Weighted average number of shares, basic

^[1]

14,781,803

5,903,481

Weighted average number of shares, diluted

^[1]

14,781,803

5,903,481

(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.*

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., basic

^[1]

$ (0.01)

$ (0.00)

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., diluted

^[1]

$ (0.01)

$ (0.00)

Preferred Shares A [Member]

Weighted average number of common shares*

Weighted average number of shares, basic

^[1]

80,000

Weighted average number of shares, diluted

^[1]

80,000

(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.*

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., basic

^[1]

$ 0

$ (0.20)

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., diluted

^[1]

$ 0

$ (0.20)

Preferred Shares B [Member]

Weighted average number of common shares*

Weighted average number of shares, basic

^[1]

80,000

Weighted average number of shares, diluted

^[1]

80,000

(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.*

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., basic

^[1]

$ (1.16)

$ 0

Loss per preferred share B attributable to TIANCI INTERNATIONAL, INC., diluted

^[1]

$ (1.16)

$ 0

[1]	Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Common Stock [Member]	Subscription Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Jul. 31, 2023	$ 8		$ 590	$ 0	$ 4,982	$ (276,521)	$ (7,691)	$ (278,632)
Beginning balance, shares at Jul. 31, 2023	80,000		5,903,481
Net loss						(15,784)	9,672	(6,112)
Ending balance, value at Oct. 31, 2023	$ 8		$ 590	0	4,982	(292,305)	1,981	(284,744)
Ending balance, shares at Oct. 31, 2023	80,000		5,903,481
Beginning balance, value at Jul. 31, 2024	$ 0	$ 8	$ 1,478	0	962,416	(222,071)	48,179	790,010
Beginning balance, shares at Jul. 31, 2024	0	80,000	14,781,803
Net loss						(93,056)	1,108	(91,948)
Ending balance, value at Oct. 31, 2024	$ 0	$ 8	$ 1,478	$ 0	$ 962,416	$ (315,127)	$ 49,287	$ 698,062
Ending balance, shares at Oct. 31, 2024	0	80,000	14,781,803

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ (91,948)	$ (6,112)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of operating lease right-of-use asset	0	356
Change in operating assets and liabilities:
Accounts receivable	0	(195,629)
Prepaid expense	780	750
Lease security deposit	0	(114)
Due from related party	0	(33)
Advances from customers	0	(29,070)
Accounts payable	0	195,232
Income taxes payable	2,189	19,113
Operating lease liabilities	0	(356)
Accrued liabilities and other payables	73,768	140,354
Net cash (used in) provided by operating activities	(15,211)	124,491
Cash flows from financing activities:
Deferred offering costs incurred	(74,125)	0
Net cash (used in) financing activities	(74,125)	0
Net (decrease) increase in cash	(89,336)	124,491
Cash, beginning	413,129	256,342
Cash, ending	323,793	380,833
Cash paid during the period for:
Interest	0	0
Income taxes	0	0
Non-Cash Activities:
Early termination of right-of-use assets and lease liabilities	$ 0	$ 6,080

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Oct. 31, 2024	Oct. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (93,056)	$ (15,784)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS AND ORGANIZATION

3 Months Ended

Oct. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS AND ORGANIZATION

NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION

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

Reorganization

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Oct. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Results of the three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2025 or any other future periods.

Principles of consolidation

Use of Estimates

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

Accounts receivable, net

Fair Value Measurements

·	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.

Revenue recognition

The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

a. Global Logistics Services

The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.

b. Electronic Device Hardware Components Products Sales

c. Software and Website Development Services

d. Technical Consulting and Training Services

e. Software Maintenance and Business Promotion Services

f. Business Consulting Services

Cost of revenues

For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold.

For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor.

Advertising costs

Advertising costs amounted to $0 for the three months ended October 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses.

Operating leases

Income taxes

The Hong Kong tax returns filed for 2019 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

Noncontrolling Interests

Related parties

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.

PUBLIC OFFERING AND DEFERRED OFFERING COSTS

3 Months Ended

Oct. 31, 2024

Public Offering And Deferred Offering Costs

PUBLIC OFFERING AND DEFERRED OFFERING COSTS

NOTE 3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS

As of October 31, 2024, deferred offering costs relating to the public offering consist of:


Cash advance to Prime	$	100,000
Attorney fees		452,356
Accountant fees		49,125
Total	$	569,481

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.

RELATED PARTIES BALANCES AND TRANSACTIONS

3 Months Ended

Oct. 31, 2024

NOTE 4 – RELATED PARTIES BALANCES AND TRANSACTIONS

Due to related parties consists of:

Schedule of due to related parties
		Transaction	October 31,		July 31,
Name	Relationship	Nature	2024		2024
RQS Capital	61.89% shareholder	Company cash collection due to RQS Capital	$	2,271	$	2,271
TOTAL			$	2,271	$	2,271

This liability is unsecured, non-interest bearing, and due on demand.

Employment agreements with officers and director retainer agreements

STOCKHOLDERS EQUITY

3 Months Ended

Oct. 31, 2024

Equity [Abstract]

STOCKHOLDERS EQUITY

NOTE 5 – STOCKHOLDERS EQUITY

The following table sets forth information, as of October 31, 2024, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Schedule of classes of capital stock
			October 31, 2024
Class	Shares Authorized		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		–

Series A Preferred Stock

Series B Preferred Stock

Undesignated Preferred Stock

Issuances of Preferred Stock and Common Stock

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.

INCOME TAXES

3 Months Ended

Oct. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 6 – INCOME TAXES

Income Taxes

Seychelles

Hong Kong

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


	For the three months ended
	October 31, 2024		October 31, 2023

Current Hong Kong	$	2,189	$	19,113
Deferred Hong Kong		–		–
Provision for income taxes	$	2,189	$	19,113

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


	For the three months ended
	October 31, 2024		October 31, 2023

Hong Kong statutory income tax rate		16.50%		16.50%
Effective tax rate		16.50%		16.50%

Uncertain tax positions

CONCENTRATION OF RISK

3 Months Ended

Oct. 31, 2024

Risks and Uncertainties [Abstract]

CONCENTRATION OF RISK

NOTE 7 — CONCENTRATION OF RISK

Credit risk

Customer concentration risk

For the three months ended October 31, 2024, two customers accounted for 56.5%, and 19.7% of the Company’s total revenues.

For the three months ended October 31, 2023, two customers accounted for 61.2% and 13.1% of the Company’s total revenues.

As of October 31, 2024 and July 31, 2024, no customer accounted for over 10% of the Company’s total accounts receivable.

Vendor concentration risk

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Oct. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8— COMMITMENTS AND CONTINGENCIES

Lease commitments

Rent expenses were $2,522 and $3,184 for the three months ended October 31, 2024 and 2023, respectively.

Contingencies

ENTERPRISE-WIDE DISCLOSURE

3 Months Ended

Oct. 31, 2024

Segment Reporting [Abstract]

ENTERPRISE-WIDE DISCLOSURE

NOTE 9 — ENTERPRISE-WIDE DISCLOSURE

Disaggregated information of revenues by business lines are as follows:


	For the three months ended
	October 31,
	2024		2023

Electronic Device Hardware Components Sales	$	–	$	59,902
Software and Website Development Services		–		19,230
Software Maintenance and Business Promotion Services		–		15,263
Business Consulting Services		221,247		50,533
Global Logistics Services		2,759,693		1,181,720
Total revenues	$	2,980,940	$	1,326,648

Disaggregated information of revenues by regions are as follows:


	For the three months ended
	October 31,
	2024		2023

Hong Kong	$	2,576,170	$	1,051,017
Vietnam		166,770		173,531
Japan		238,000		100,850
Singapore		–		1,250
Total revenues	$	2,980,940	$	1,326,648

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

3 Months Ended

Oct. 31, 2024

Condensed Financial Information Disclosure [Abstract]

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

NOTE 10 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

PARENT COMPANY BALANCE SHEET

Schedule of balance sheet
	October 31,			July 31,
	2024			2024

ASSETS
Cash	$	94,651		$	14,621
Prepaid expense		1,040			1,820
Investment in subsidiaries		665,755			781,661
Total Assets	$	761,446		$	798,102

LIABILITIES
Accounts payable and other accrued liabilities		110,400			54,000
Payable to subsidiaries		512,416			312,416
Due to related parties		2,271			2,271
Total Liabilities	$	112,671		$	56,271

Stockholders’ Equity
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of October 31, 2024 and July 31, 2024		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of October 31, 2024 and July 31, 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; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024		1,478			1,478
Additional paid-in capital		962,416			962,416
Accumulated deficit		(315,127	)		(222,071	)
Total Stockholders’ Equity		648,775			741,831

Total Liabilities and Stockholders’ Equity	$	761,446		$	798,102

PARENT COMPANY STATEMENT OF OPERATIONS

Schedule of statement of operations
	For the three months ended October 31,
	2024			2023

EXPENSE:
General and administrative	$	(130,415	)	$	(102,833	)

OTHER INCOME
Gain from investment in subsidiaries		9,968			87,049
Other income net		27,391			–
Total other income		37,359			87,049

Net (loss)	$	(93,056	)	$	(15,784	)

PARENT COMPANY STATEMENT OF CASH FLOWS

Schedule of statement of cash flow
	For the three months ended October 31,
	2024			2023

Cash flows from operating activities:
Net (loss)	$	(93,056	)	$	(15,784	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share of (gain) from investment in subsidiaries		(9,968	)		(87,049	)
Change in operating assets and liabilities:
Prepaid expense and other assets		780			750
Accounts payable and other accrued liabilities		56,399			59,352
Net cash (used in) operating activities		(45,845	)		(42,731	)

Cash flows from financing activities:
Operating proceeds from subsidiaries		200,000
Deferred offering costs incurred		(74,125	)		–
Net cash provided by financing activities		125,875			–

Net (decrease) increase in cash and cash equivalents		80,030			(42,731	)
Cash and cash equivalents at beginning		14,621			66,553
Cash and cash equivalents at ending	$	94,651		$	23,822

SUBSEQUENT EVENTS

3 Months Ended

Oct. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Oct. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Results of the three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2025 or any other future periods.

Principles of consolidation

Principles of consolidation

Use of Estimates

Use of Estimates

Foreign currency translation and transactions

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts receivable, net

Accounts receivable, net

Fair Value Measurements

Fair Value Measurements

·	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.

Revenue recognition

Revenue recognition

The Company records revenue net of sales taxes which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

a. Global Logistics Services

The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.

b. Electronic Device Hardware Components Products Sales

c. Software and Website Development Services

d. Technical Consulting and Training Services

e. Software Maintenance and Business Promotion Services

f. Business Consulting Services

Cost of revenues

Cost of revenues

For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold.

For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor.

Advertising costs

Advertising costs

Advertising costs amounted to $0 for the three months ended October 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses.

Operating leases

Operating leases

Income taxes

Income taxes

The Hong Kong tax returns filed for 2019 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

Earnings (loss) per share

Noncontrolling Interests

Noncontrolling Interests

Related parties

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.

PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Tables)

3 Months Ended

Oct. 31, 2024

Public Offering And Deferred Offering Costs

Schedule of deferred offering costs relating to the public offering


Cash advance to Prime	$	100,000
Attorney fees		452,356
Accountant fees		49,125
Total	$	569,481

RELATED PARTIES BALANCES AND TRANSACTIONS (Tables)

3 Months Ended

Oct. 31, 2024

Schedule of due to related parties

Schedule of due to related parties
		Transaction	October 31,		July 31,
Name	Relationship	Nature	2024		2024
RQS Capital	61.89% shareholder	Company cash collection due to RQS Capital	$	2,271	$	2,271
TOTAL			$	2,271	$	2,271

STOCKHOLDERS EQUITY (Tables)

3 Months Ended

Oct. 31, 2024

Equity [Abstract]

Schedule of classes of capital stock

Schedule of classes of capital stock
			October 31, 2024
Class	Shares Authorized		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		–

INCOME TAXES (Tables)

3 Months Ended

Oct. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of components of the provision for income taxes


	For the three months ended
	October 31, 2024		October 31, 2023

Current Hong Kong	$	2,189	$	19,113
Deferred Hong Kong		–		–
Provision for income taxes	$	2,189	$	19,113

Schedule of Hong Kong effective tax rate


	For the three months ended
	October 31, 2024		October 31, 2023

Hong Kong statutory income tax rate		16.50%		16.50%
Effective tax rate		16.50%		16.50%

ENTERPRISE-WIDE DISCLOSURE (Tables)

3 Months Ended

Oct. 31, 2024

Segment Reporting [Abstract]

Schedule of disaggregated information of revenues by business lines


	For the three months ended
	October 31,
	2024		2023

Electronic Device Hardware Components Sales	$	–	$	59,902
Software and Website Development Services		–		19,230
Software Maintenance and Business Promotion Services		–		15,263
Business Consulting Services		221,247		50,533
Global Logistics Services		2,759,693		1,181,720
Total revenues	$	2,980,940	$	1,326,648

Schedule of disaggregated information of revenues by regions


	For the three months ended
	October 31,
	2024		2023

Hong Kong	$	2,576,170	$	1,051,017
Vietnam		166,770		173,531
Japan		238,000		100,850
Singapore		–		1,250
Total revenues	$	2,980,940	$	1,326,648

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Tables)

3 Months Ended

Oct. 31, 2024

Condensed Financial Information Disclosure [Abstract]

Schedule of balance sheet

Schedule of balance sheet
	October 31,			July 31,
	2024			2024

ASSETS
Cash	$	94,651		$	14,621
Prepaid expense		1,040			1,820
Investment in subsidiaries		665,755			781,661
Total Assets	$	761,446		$	798,102

LIABILITIES
Accounts payable and other accrued liabilities		110,400			54,000
Payable to subsidiaries		512,416			312,416
Due to related parties		2,271			2,271
Total Liabilities	$	112,671		$	56,271

Stockholders’ Equity
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of October 31, 2024 and July 31, 2024		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of October 31, 2024 and July 31, 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; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024		1,478			1,478
Additional paid-in capital		962,416			962,416
Accumulated deficit		(315,127	)		(222,071	)
Total Stockholders’ Equity		648,775			741,831

Total Liabilities and Stockholders’ Equity	$	761,446		$	798,102

Schedule of statement of operations

Schedule of statement of operations
	For the three months ended October 31,
	2024			2023

EXPENSE:
General and administrative	$	(130,415	)	$	(102,833	)

OTHER INCOME
Gain from investment in subsidiaries		9,968			87,049
Other income net		27,391			–
Total other income		37,359			87,049

Net (loss)	$	(93,056	)	$	(15,784	)

Schedule of statement of cash flow

Schedule of statement of cash flow
	For the three months ended October 31,
	2024			2023

Cash flows from operating activities:
Net (loss)	$	(93,056	)	$	(15,784	)
Adjustments to reconcile net income to net cash provided by operating activities:
Share of (gain) from investment in subsidiaries		(9,968	)		(87,049	)
Change in operating assets and liabilities:
Prepaid expense and other assets		780			750
Accounts payable and other accrued liabilities		56,399			59,352
Net cash (used in) operating activities		(45,845	)		(42,731	)

Cash flows from financing activities:
Operating proceeds from subsidiaries		200,000
Deferred offering costs incurred		(74,125	)		–
Net cash provided by financing activities		125,875			–

Net (decrease) increase in cash and cash equivalents		80,030			(42,731	)
Cash and cash equivalents at beginning		14,621			66,553
Cash and cash equivalents at ending	$	94,651		$	23,822

NATURE OF BUSINESS AND ORGANIZATION (Details Narrative)	Oct. 31, 2024
RQS [Member]
Equity percentage	90.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2023	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024	Aug. 02, 2022
Allowance for doubtful accounts		$ 0		$ 0
Advertising costs		0	$ 0
Right of use asset recognized					$ 8,704
Borrowing rate					5.00%
Decrease in operating lease liabilities		0	$ (356)
IRS penalty amount				$ 47,030
IRS penalty refund amount		$ 24,953
RQS [Member]
Ownership interest		10.00%
Series B And Series A Preferred Stock [Member]
Conversion rate of preferred to common stock		100
Convertible Series B Preferred Stock [Member]
Antidilutive shares		8,000,000		8,000,000
Hong Kong Office Facility [Member]
Decrease in operating lease liabilities	$ 6,080

PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Public Offering And Deferred Offering Costs
Cash advance to Prime	$ 100,000
Attorney fees	452,356
Accountant fees	49,125
Total	$ 569,481	$ 495,356

PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Details Narrative)	3 Months Ended
	Oct. 31, 2024
Public Offering And Deferred Offering Costs
Deferred compensation agreement	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).

RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Related Party Transaction [Line Items]
TOTAL	$ 2,271	$ 2,271
RQS Capital [Member]
Related Party Transaction [Line Items]
TOTAL	$ 2,271	$ 2,271

RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Related Party Transactions [Abstract]
Management compensation expenses	$ 56,400	$ 60,000

STOCKHOLDERS EQUITY (Details) - shares	Oct. 31, 2024	Jul. 31, 2024
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	14,781,803	14,781,803
Preferred stock, shares authorized	20,000,000	20,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares outstanding	80,000	80,000
Undesignated Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	19,920,000	19,920,000
Preferred stock, shares outstanding	0	0

STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	Apr. 24, 2024	Jan. 24, 2024	Jan. 19, 2024	Oct. 31, 2024	Jul. 31, 2024
Class of Stock [Line Items]
Capital units, authorized				120,080,000
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value				$ 0.0001	$ 0.0001
Preferred stock, shares authorized				20,000,000	20,000,000
Preferred stock, par value				$ 0.0001	$ 0.0001
Five Present Or Former Members Of The Board [Member]
Class of Stock [Line Items]
Sold of aggregate common stock			445,109
Proceeds from issuance of common stock			$ 445,109
Nine Investors [Member]
Class of Stock [Line Items]
Sold of aggregate common stock		433,213
Proceeds from issuance of common stock		$ 433,213
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				80,000	80,000
Preferred stock, par value				$ 0.0001	$ 0.0001
Stock converted, shares converted			80,000
Series A Preferred Stock [Member] \| RQS Capital [Member]
Class of Stock [Line Items]
Stock converted, shares converted			80,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				80,000	80,000
Preferred stock, par value				$ 0.0001	$ 0.0001
Series B Preferred Stock [Member] \| RQS Capital [Member]
Class of Stock [Line Items]
Number of shares sold	80,000
Number of shares sold, value	$ 80,000
Common Stock [Member]
Class of Stock [Line Items]
Stock converted, shares issued			8,000,000
Common Stock [Member] \| RQS Capital [Member]
Class of Stock [Line Items]
Stock converted, shares issued			8,000,000

INCOME TAXES (Details - Schedule of components of income tax expense) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Current Hong Kong	$ 2,189	$ 19,113
Deferred Hong Kong	0	0
Provision for income taxes	$ 2,189	$ 19,113

INCOME TAXES (Details - Schedule of effective income tax reconciliation)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Hong Kong statutory income tax rate	16.50%	16.50%
Effective tax rate	16.50%	16.50%

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024
Description of tax law in Hong Kong			Incorporated companies pay 8.25% tax on the first $2 million of profits and 16.5% on the remainder.
Income tax expenses (benefit)	$ 2,189	$ 19,113
Income (loss) before provision for income taxes	89,759	13,001
Net (loss)	(91,948)	(6,112)
Net operating loss carry forward	1,519,000		$ 1,519,000
HONG KONG
Income tax expenses (benefit)	2,189	19,113
Net (loss)	11,076	115,834
UNITED STATES
Net (loss)	$ (103,024)	$ (102,833)

CONCENTRATION OF RISK (Details Narrative)	3 Months Ended		12 Months Ended
CONCENTRATION OF RISK (Details Narrative)	Oct. 31, 2024 USD ($)	Oct. 31, 2023	Jul. 31, 2024	Oct. 31, 2024 HKD ($)
Concentration Risk [Line Items]
Insured FDIC	$ 250,000
Compensation amount	$ 64,000			$ 500,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	56.50%	61.20%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	19.70%	13.10%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| No Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Customer	As of October 31, 2024 and July 31, 2024, no customer accounted for over 10% of the Company’s total accounts receivable.		As of October 31, 2024 and July 31, 2024, no customer accounted for over 10% of the Company’s total accounts receivable.
Total Purchases [Member] \| Customer Concentration Risk [Member] \| Vendor One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	59.00%	65.90%
Total Purchases [Member] \| Customer Concentration Risk [Member] \| Vendor Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	20.60%	13.70%
Total Purchases [Member] \| Customer Concentration Risk [Member] \| Vendor Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage	1.30%
Accounts Payable [Member] \| Customer Concentration Risk [Member] \| No Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Customer	As of October 31, 2024 and July 31, 2024, no vendor accounted for over 10% of the Company’s total accounts payable.		As of October 31, 2024 and July 31, 2024, no vendor accounted for over 10% of the Company’s total accounts payable.
HONG KONG
Concentration Risk [Line Items]
Cash balance	$ 228,644
Credit risk	$ 158,000

COMMITMENTS AND CONTINGENCIES (Details Narrative)					1 Months Ended					3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jan. 13, 2023 USD ($)	Jan. 13, 2023 HKD ($)	Jan. 01, 2021 USD ($)	Jan. 01, 2021 HKD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 HKD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 HKD ($)	Aug. 31, 2023 USD ($)	Oct. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)	Aug. 02, 2022 USD ($)
Other Commitments [Line Items]
Rent expenses										$ 2,522	$ 3,184
Right-of-use asset recognized												$ 8,704
Incremental borrowing rate												5.00%
Decrease in operating lease liabilities										$ 0	$ (356)
Hong Kong Office Facility [Member]
Other Commitments [Line Items]
Decrease in operating lease liabilities									$ 6,080
Office Space Sharing Agreement [Member]
Other Commitments [Line Items]
Right-of-use asset recognized												$ 8,704
Monthly [Member]
Other Commitments [Line Items]
Rent expenses	$ 382	$ 3,000	$ 360	$ 2,800	$ 847	$ 6,650	$ 828	$ 6,500

ENTERPRISE-WIDE DISCLOSURE (Details - Revenues by business) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Revenue from External Customer [Line Items]
Total revenues	$ 2,980,940	$ 1,326,648
Electronic Device Hardware Components Sales [Member]
Revenue from External Customer [Line Items]
Total revenues	0	59,902
Software And Website Development Services [Member]
Revenue from External Customer [Line Items]
Total revenues	0	19,230
Software Maintenance And Business Promotion Services [Member]
Revenue from External Customer [Line Items]
Total revenues	0	15,263
Business Consulting Services [Member]
Revenue from External Customer [Line Items]
Total revenues	221,247	50,533
Global Logistics Services [Member]
Revenue from External Customer [Line Items]
Total revenues	$ 2,759,693	$ 1,181,720

ENTERPRISE-WIDE DISCLOSURE (Details - Revenue by regions) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 2,980,940	$ 1,326,648
HONG KONG
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	2,576,170	1,051,017
VIET NAM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	166,770	173,531
JAPAN
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	238,000	100,850
SINGAPORE
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 0	$ 1,250

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Details - Balance sheets) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
ASSETS
Cash	$ 323,793	$ 413,129
Total Assets	895,970	911,961
LIABILITIES
Total Liabilities	$ 197,908	$ 121,951
Stockholders’ Equity
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024	$ 1,478	$ 1,478
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,781,803	14,781,803
Common stock, shares outstanding	14,781,803	14,781,803
Additional paid-in capital	$ 962,416	$ 962,416
Accumulated deficit	(315,127)	(222,071)
Total Stockholders’ Equity	648,775	741,831
Total Liabilities and Stockholders’ Equity	$ 895,970	$ 911,961
Series A Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock value	$ 0	$ 0
Series B Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	80,000	80,000
Preferred stock, shares issued	80,000	80,000
Preferred stock, shares outstanding	80,000	80,000
Preferred stock value	$ 8	$ 8
Undesignated Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	19,920,000	19,920,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock value	$ 0	$ 0
Consolidated Entities [Member]
ASSETS
Cash	94,651	14,621
Prepaid expense	1,040	1,820
Investment in subsidiaries	665,755	781,661
Total Assets	761,446	798,102
LIABILITIES
Accounts payable and other accrued liabilities	110,400	54,000
Payable to subsidiaries	512,416	312,416
Due to related parties	2,271	2,271
Total Liabilities	112,671	56,271
Stockholders’ Equity
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024	1,478	1,478
Additional paid-in capital	962,416	962,416
Accumulated deficit	(315,127)	(222,071)
Total Stockholders’ Equity	648,775	741,831
Total Liabilities and Stockholders’ Equity	$ 761,446	$ 798,102

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Details - Statements of operations) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
EXPENSE:
General and administrative	$ 260,393	$ 118,705
OTHER INCOME
Other income net	27,391	0
Net (loss)	(93,056)	(15,784)
Consolidated Entities [Member]
EXPENSE:
General and administrative	(130,415)	(102,833)
OTHER INCOME
Gain from investment in subsidiaries	(9,968)	(87,049)
Other income net	27,391	0
Total other income	37,359	87,049
Net (loss)	$ (93,056)	$ (15,784)

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Details - Statements of cash flows) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net (loss)	$ (93,056)	$ (15,784)
Change in operating assets and liabilities:
Prepaid expense and other assets	780	750
Net cash (used in) operating activities	(15,211)	124,491
Cash flows from financing activities:
Net cash provided by financing activities	(74,125)	0
Net (decrease) increase in cash and cash equivalents	(89,336)	124,491
Consolidated Entities [Member]
Cash flows from operating activities:
Net (loss)	(93,056)	(15,784)
Adjustments to reconcile net income to net cash provided by operating activities:
Share of (gain) from investment in subsidiaries	(9,968)	(87,049)
Change in operating assets and liabilities:
Prepaid expense and other assets	(780)	(750)
Accounts payable and other accrued liabilities	56,399	59,352
Net cash (used in) operating activities	(45,845)	(42,731)
Cash flows from financing activities:
Operating proceeds from subsidiaries	200,000
Deferred offering costs incurred	(74,125)	0
Net cash provided by financing activities	125,875	0
Net (decrease) increase in cash and cash equivalents	80,030	(42,731)
Cash and cash equivalents at beginning	14,621	66,553
Cash and cash equivalents at ending	$ 94,651	$ 23,822

Tianci (PK) (USOTC:CIIT)
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