Form 424B3 Tianci International,

Filed pursuant to Rule 424(b)(3)

SEC File No. 333-296417

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated June 16, 2026)

 

 

TIANCI INTERNATIONAL, INC.

 

 

This prospectus supplement updates, amends and supplements the prospectus dated June 16, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-296417). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

 

This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the SEC on June 22, 2026, which is set forth below.

 

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

 

 

Investing in the Notes involves risks. See “Risk Factors” beginning on page 31 of the Prospectus.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is June 22, 2026.

 

 

 

 

 

 

 

Table of Contents

 

U. S. Securities and Exchange Commission

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended April 30, 2026

 

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

 

For the transition period from _____ to _____

 

Commission File No. 001-42591

 

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 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong 999077
	(Address of Principal Executive Offices)
	852-266-21800
	(Registrant’s telephone number, including area code)

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CIIT	Nasdaq Capital Market

 

Indicate by check mark whether the  Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐    No ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

 

June 22, 2026

Common Stock: 9,673,907

 

 

 

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED APRIL 30, 2026

 

 

TABLE OF CONTENTS

 

		Page No.
Part I. Financial Information
Item 1.	Financial Statements (unaudited):	3
	Condensed Balance Sheets – April 30, 2026 (Unaudited) and July 31, 2025	3
	Consolidated Statements of Operations (Unaudited) - for the Three and Nine Months Ended April 30, 2026 and 2025	4
	Condensed Statement of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended April 30, 2026 and 2025	5
	Statements of Cash Flows (Unaudited) – for the Nine Months Ended April 30, 2026 and 2025	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30
Part II. Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
	Signatures	32

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)

 

		April 30,				July 31,
		2026				2025
		(Unaudited)
ASSETS
Current assets:
Cash		$	718,203			$	2,405,352
Accounts receivable			957,880				–
Prepayment and other current assets			730,472				382,554
Inventory			282,139				215,346
Total current assets			2,688,694				3,003,252
Other assets:
Lease security deposit			21,518				23,174
Lease right-of-use asset			74,289				119,545
Total non-current assets			95,807				142,719
TOTAL ASSETS		$	2,784,501			$	3,145,971
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	–			$	18,554
Income taxes payable			–				16,117
Lease liability-current			60,510				57,903
Accrued liabilities and other payables			32,137				5,077
Total current liabilities			92,647				97,651
Lease liability - noncurrent			11,390				61,403
Total liabilities			104,037				159,054
Commitments and contingencies			–				–
Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of April 30, 2026 and July 31, 2025			–				–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000  shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively			–				8
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively			–				–
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 3,618,907 and 2,361,763 shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively*			361				236
Additional paid-in capital			6,134,805				5,846,922
Accumulated deficit			(3,482,130	)			(2,862,860	)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.			2,653,036				2,984,306
Non-controlling interest			27,428				2,611
Total stockholders’ equity			2,680,464				2,986,917
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,784,501			$	3,145,971

 

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

 

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 April 30								For the nine months ended April 30,
		2026				2025				2026				2025
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
OPERATING REVENUES
Global logistics services		$	2,271,363			$	1,901,992			$	8,018,604			$	6,731,768
Sale of minerals			1,418,552				–				3,239,872				–
Other revenue			620,606				46,223				754,956				276,590
Total Operating Revenues			4,310,521				1,948,215				12,013,432				7,008,358
COST OF REVENUES
Global logistics services			2,186,753				1,886,564				7,791,053				6,472,998
Cost of minerals			1,415,118				–				3,016,808				–
Other revenue			11,161				3,668				33,521				168,968
Total Cost of Revenues			3,613,032				1,890,232				10,841,382				6,641,966
Gross profit			697,489				57,983				1,172,050				366,392
Operating expenses:
Selling and marketing			30,000				63,700				119,580				163,924
General and administrative			552,141				960,583				1,623,053				1,392,187
Total operating expenses			582,141				1,024,283				1,742,633				1,556,111
(Loss) income from operations			115,348				(966,300	)			(570,583	)			(1,189,719	)
Other income (loss) net			(86	)			–				(153	)			27,391
Income (loss) before provision for income taxes			115,262				(966,300	)			(570,736	)			(1,162,328	)
Provision for income tax expenses (benefits)			23,717				(6,891	)			23,717				–
Net (loss) income			91,545				(959,409	)			(594,453	)			(1,162,328	)
Less: net income (loss) attributable to non-controlling interest			42,819				(11,422	)			24,817				(7,934	)
Net income (loss) attributable to TIANCI INTERNATIONAL, INC.		$	48,726			$	(947,987	)		$	(619,270	)		$	(1,154,394	)
Weighted average number of common shares
Basic and diluted *			3,618,829				2,138,826				3,145,300				2,120,467
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted		$	0.01			$	(0.43	)		$	(0.20	)		$	(0.52	)
Weighted average number of preferred shares A
Basic and diluted			–				–				–				–
Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted		$	–			$	–			$	–			$	–
Weighted average number of preferred shares B
Basic and diluted			–				80,000				4,034				80,000
(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted		$	–			$	(0.43	)		$	(0.20	)		$	(0.52	)

 

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

 

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 AND NINE MONTHS ENDED APRIL 30, 2026 AND 2025

(EXPRESSED IN UNITED STATES DOLLARS)

 

		Series B Preferred Stock				Series B Preferred Stock amount				Common stock before RS				Common stock*				Common stock amount*				Subscription receivable				Additional Paid-in Capital				(Accumulated Deficit)				Noncontrolling interest				Total
Balance at July 31, 2025			80,000			$	8				16,531,803				2,361,763			$	236			$	–			$	5,846,922			$	(2,862,860	)		$	2,611			$	2,986,917
Net loss			–				–				–				–				–				–				–				(268,098	)			(776	)			(268,874	)
Balance at October 31, 2025 (unaudited)			80,000			$	8				16,531,803				2,361,763			$	236			$	–			$	5,846,922			$	(3,130,958	)		$	1,835			$	2,718,043
Net loss			–				–				–				–				–				–				–			$	(399,898	)		$	(17,226	)			(417,124	)
Conversion of preferred stock to common stock			(80,000	)		$	(8	)			8,000,000				1,142,858				114				–				(106	)			–				–				–
Issuance common stock for inventory purchase			–				–				800,000				114,286				11				–				287,989				–				–				288,000
Balance at January 31, 2026 (unaudited)			–			$	–				25,331,803				3,618,907			$	361			$	–			$	6,134,805			$	(3,530,856	)		$	(15,391	)		$	2,588,919
Net loss			–				–				–								–				–				–				48,726				42,819				91,545
Balance at April 30, 2026 (unaudited)			–			$	–				25,331,803				3,618,907			$	361			$	–			$	6,134,805			$	(3,482,130	)		$	27,428			$	2,680,464

 

 

 

		Series B Preferred Stock				Series B Preferred Stock amount				Common stock before RS				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				2,111,686			$	211			$	–			$	963,683			$	(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				2,111,686			$	211			$	–			$	963,683			$	(315,127	)		$	49,287			$	698,062
Net loss			–				–				–				–				–				–				–				(113,351	)			2,380				(110,971	)
Balance at January 31, 2025 (unaudited)			80,000			$	8				14,781,803				2,111,686			$	211			$	–			$	963,683			$	(428,478	)		$	51,667			$	587,091
Proceeds from public offering			–				–				1,750,000				250,000				25				–				4,724,827				–				–				4,724,852
Warrants issuance to consultant			–				–				–				–				–				–				158,412				–				–				158,412
Net loss			–				–				–				–				–				–				–				(947,987	)			(11,422	)			(959,409	)
Balance at April 30, 2025 (unaudited)			80,000			$	8				16,531,803				2,361,686			$	236			$	–			$	5,846,922			$	(1,376,465	)		$	40,245			$	4,510,946

 

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

 

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 nine months ended April 30,
		2026				2025
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net (loss)		$	(594,453	)		$	(1,162,328	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of operating lease right-of-use asset			45,257				–
Warrants issuance to consultant			–				158,412
Debt forgiven by related party			–				–
Change in operating assets and liabilities:
Accounts receivable			(957,881	)			(166,752	)
Prepayment and other current assets			(334,084	)			(723,733	)
Inventory			221,207				–
Lease security deposit			1,656				–
Due from related party			–				–
Advances from customers			–				–
Accounts payable			(18,554	)			–
Income taxes payable			(29,948	)			(51,920	)
Operating lease liabilities			(47,406	)			–
Accrued liabilities and other payables			27,057				(53,861	)
Net cash (used in) operating activities			(1,687,149	)			(2,000,182	)
Cash flows from financing activities:
Repayment of working capital advance to related party			–				(10,771	)
Operating expenses directly paid by shareholders			–				–
Working capital advance from related party			–				8,500
Proceeds received from public or private offerings			–				5,439,333
Deferred offering costs incurred			–				(219,125	)
Net cash provided by financing activities			–				5,217,937
Net (decrease) increase in cash			(1,687,149	)			3,217,755
Cash, beginning			2,405,352				413,129
Cash, ending		$	718,203			$	3,630,884
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	–			$	–
Income taxes		$	53,665			$	51,920
Non-Cash Activities:
Issuance common stock for inventory purchase		$	288,000			$	–
Conversion of preferred stock to common stock		$	800			$	–
Deferred offering costs net against proceeds from public offering		$	–			$	714,481

 

 

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

 

 

 

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Three and Nine Months Ended April 30, 2026 and 2025

(Unaudited)

 

NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION

 

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. (the “Company”). The Company is a holding company. As of October 31, 2025, the Company had one operating subsidiary, Roshing International Co., Limited (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.

  

RQS United is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary. Roshing, which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in providing global logistics services. However, since fiscal year 2026, Roshing initiated a new mineral ore trading business line, aiming to diversify its revenue streams while further enhancing the synergies between the new business line and its existing logistic service business line. 33.3% of its revenue for the nine months ended April 30, 2026 was derived from its business lines other than global logistics: sales of electronic device hardware components, development of logistics software and websites, technical consulting, software maintenance and revenue from sales of chrome ore. Roshing’s business is primarily carried out in Hong Kong.

 

On February 13, 2023, the Company incorporated a wholly-owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles. To date, Tianci Group Holding Limited has not carried on any business operations.

 

Reorganization

 

On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United Group Limited (“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 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 214,286 shares (reflecting the March 2026 reverse stock split; 1,500,000 shares on a pre-split basis) of the Company's 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 100,000 shares (reflecting the March 2026 reverse stock split; 700,000 shares on a pre-split basis) of the Company's 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 the Company's wholly-owned subsidiary and the former RQS United stockholder became the Company's 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 the Company refers in this report to business and financial information for periods prior to the consummation of the reverse acquisition, the Company is 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.

 

 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

 

Principles of consolidation

 

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

 

Use of Estimates

 

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

 

Foreign currency translation and transactions

 

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

 

Cash and Cash Equivalents

 

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

 

Accounts receivable, net

 

Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of April 30, 2026 and July 31, 2025, no allowance for doubtful accounts was deemed necessary.

 

Prepayment and other current assets

 

Prepayment and other current assets include cash deposited or advanced to vendors for purchasing goods or services that have not been received or provided. This amount is refundable and bears no interest. Prepayment and other current assets are classified as either current or non-current based on the terms of the respective agreements. Prepayment and other current assets are generally unsecured and reviewed periodically for impairment. As of April 30, 2026 and July 31, 2025, the Company made no allowance for impairment.

 

 

 

 

Inventory

 

Inventories of mineral ore and hardware are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring mineral ore or hardware products. The cost is charged to cost of products sold on a weighted average basis. Management periodically compares the cost of inventory with its net realizable value, and will establish an allowance to adjust its inventories to their respective net realizable value (“NRV”) if NRV is lower than cost. As of April 30, 2026 and July 31, 2025, the Company made no allowance for inventory.

 

Fair Value Measurements

 

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

 

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

 

·	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.
·	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

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

 

Revenue recognition

 

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

 

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

 

 

 

 

 

The Company’s revenue recognition policies are as follows:

 

a. Global Logistics Services

 

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

 

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

 

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

 

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

 

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

 

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

 

b. Revenue from Mineral Sales

 

The Company sells ore to domestic and international customers under sales contracts that typically specify: product grade and specification, moisture content adjustment (wet metric tons vs. dry metric tons), pricing mechanisms, shipping terms (e.g., FOB, CIF, CFR, DAP), and quality inspection arrangements. Revenue is recognized at the point in time when control of the ore transfers to the customer, which is determined based on the relevant Incoterms. No post-delivery services or warranties are provided. Revenue is adjusted for final dry-ton conversion and final chemical assay reports issued by independent inspection companies. Where the final assay results or moisture adjustments are not available at shipment date, the Company estimates the revenue based on provisional pricing. The difference between the estimated price and final settlement price is recognized as adjustment to revenue when information becomes available.

 

 

 

 

 

 

c. Other Products and Services

 

c1. Electronic Device Hardware Components Products Sales

 

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

 

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

 

c2. Software and Website Development Services

 

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

 

c3. Technical Consulting and Training Services

 

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

 

c4. Software Maintenance and Business Promotion Services

 

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

 

c5. Business Consulting Services

 

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

 

 

 

 

Cost of revenues

 

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

 

For revenue from mineral sales, the cost of revenue consists primarily of the expense incurred by the Company in purchasing the mineral ore.

 

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

 

Advertising costs

 

Advertising costs amounted to $nil and $4,410 for the three and nine months ended April 30, 2026, respectively, and $nil for the three and nine months ended April 30, 2025. 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 expedient that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

 

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

 

Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term.

 

 

 

 

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. 

 

Income taxes

 

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim consolidated financial statements and the corresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the deferred tax is dealt with in equity. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax for uncertain tax positions are classified as income tax expenses in the period incurred.

 

During the year ended July 31, 2024, the Company incurred an IRS penalty of $47,030 for failure to update certain foreign-owned information schedules in a timely manner. The penalty was included in other expense in the statements of operations for the year ended July 31, 2024. During the nine months ended April 30, 2025, the Company received a refund of $24,953 from the IRS for the penalty previously charged. The refund is included in other income in the statements of operations for the nine months ended April 30, 2025.

 

The Hong Kong tax returns filed for the 2019/2020 tax year and subsequent years are subject to examination by the applicable tax authorities.

 

The US tax returns filed for 2022 and subsequent years are subject to examination by the applicable tax authorities.

 

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 common stock outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential common stock (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of April 30, 2026 and July 31, 2025, there were 0 and 8,000,000 dilutive shares on a pre-reverse split basis related to the outstanding convertible Series B Preferred Stock. Each outstanding share of Series B 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 noncontrolling interest recorded in the financial statements represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separate from stockholders’ equity attributable to Tianci. The noncontrolling interest in the results of Roshing is presented on the consolidated statements of operations as allocations of the total income or loss recorded by Roshing between the noncontrolling interest holder and the shareholder of RQS United, which is the Company. 

 

Related parties

 

Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

 

Recently issued accounting pronouncements

 

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

 

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated Financial Statements.

 

NOTE 3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS

 

On April 11, 2025, the Company closed a public offering (the “Uplisting”) of 250,000 shares (reflecting the March 2026 reverse stock split; 1,750,000 shares on a pre-split basis) of its common stock at a price of $28.00 per share (reflecting the March 2026 reverse stock split; $4.00 per share on a pre-split basis), for total gross proceeds of $7,000,000.00. The Company’s common stock began trading on the Nasdaq Capital Market under the ticker symbol “CIIT” on April 10, 2025.

 

The Company received net proceeds of approximately $5,439,333, after deducting underwriting discounts, commissions, and offering expenses. Upon the closing of the Company’s Uplisting, deferred offering costs of $714,481 were offset against the gross proceeds and recorded as a reduction to additional paid-in capital.

 

NOTE 4 – PREPAYMENT AND OTHER CURRENT ASSETS

 

Prepayment and other current assets consisted of the following:

Schedule of prepayment and other current assets
		April 30,				July 31,
		2026				2025
Prepayment and other current assets
Inventory Purchase		$	470,206			$	148,314
Employee reimbursement advance			30,000				100,000
Prepaid Income Tax			13,831				–
Other services			216,435				134,240
Total prepayment and other current assets		$	730,472			$	382,554

 

 

 

 

NOTE 5 – RELATED PARTIES BALANCES AND TRANSACTIONS

 

Employment agreements with officers and director retainer agreements

 

Tianci currently maintains three employment agreements with its officers and seven director retainer agreements with its directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $8,000 per month as of April 30, 2026.

 

For the three months ended April 30, 2026 and 2025, the Company incurred management compensation expenses of $85,102 and $56,400, respectively. For the nine months ended April 30, 2026 and 2025, the Company incurred management compensation expenses of $253,702 and $169,200, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statements of operations. 

 

NOTE 6 – STOCKHOLDERS EQUITY

 

On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of 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. Subsequently, on April 24, 2024, 80,000 shares of Undesignated Preferred Stock were designated as Series B Preferred stock.

 

On February 18, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to amend its authorized capital structure. Pursuant to the amendment, the Company increased its authorized capital stock to 2,020,080,000 shares consisting of: (i) 2,000,000,000 shares of common stock, par value $0.0001 per share, (ii) 80,000 shares of Series A Preferred Stock, par value $0.0001 per share, (iii) 80,000 shares of Series B Preferred Stock, par value $0.0001 per share, and (iv) 19,920,000 shares of undesignated preferred stock, par value $0.0001 per share.

 

The following table sets forth information, as of April 30, 2026, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Schedule of classes of capital stock authorized
		April 30, 2026
Class		Shares Authorized				Shares Outstanding
Common Stock, $.0001 par value			2,000,000,000				3,618,907
Series A Preferred Stock, $.0001 par value			80,000				–
Series B Preferred Stock, $.0001 par value			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 14.29 shares (reflecting the March 2026 reverse stock split; 100 shares on a pre-split basis) 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 14.29 shares (reflecting the March 2026 reverse stock split; 100 shares on a pre-split basis) 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. On November 5, 2025, all 80,000 shares of the Series B Preferred Stock were converted into 8,000,000 shares of Company common stock.

 

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 63,587 shares (reflecting the March 2026 reverse stock split; 445,109 shares on a pre-split basis) 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 $7.00 per share (reflecting the March 2026 reverse stock split; $1.00 per share on a pre-split basis). The purchasers included Zhigang Pei, who received 31,558 shares (reflecting the March 2026 reverse stock split; 220,909 shares on a pre-split basis) 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 32,029 shares (reflecting the March 2026 reverse stock split; 224,200 shares on a pre-split basis) (Zhigang Pei – 15,743 shares (reflecting the March 2026 reverse stock split; 110,200 shares on a pre-split basis); David Wei Fang – 9,229 shares (reflecting the March 2026 reverse stock split; 64,600 shares on a pre-split basis); Jack Fan Liu – 3,157 shares (reflecting the March 2026 reverse stock split; 22,100 shares on a pre-split basis), Jimmy Weiyu Zhu – 743 shares (reflecting the March 2026 reverse stock split; 5,200 shares on a pre-split basis); and Yee Man Yung - 3,157 shares (reflecting the March 2026 reverse stock split; 22,100 shares on a pre-split basis)). All 63,587 shares (reflecting the March 2026 reverse stock split; 445,109 shares on a pre-split basis) were issued in satisfaction of the Company’s liability to the shareholders for unpaid compensation.

 

On January 19, 2024 the Company issued 1,142,858 shares (reflecting the March 2026 reverse stock split; 8,000,000 shares on a pre-split basis) 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 1,142,858 shares (reflecting the March 2026 reverse stock split; 8,000,000 shares on a pre-split basis) of common stock.

 

On January 24, 2024 the Company sold an aggregate of 61,888 (reflecting the March 2026 reverse stock split; 433,213 shares on a pre-split basis) shares of its common stock to nine investors for an aggregate price of $433,213 or $7.00 per share (reflecting the March 2026 reverse stock split; $1.00 per share on a pre-split basis). 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.

 

On April 11, 2025, the Company closed its public offering of 250,000 shares (reflecting the March 2026 reverse stock split; 1,750,000 shares on a pre-split basis) of common stock. The shares were priced at $28.00 per share (reflecting the March 2026 reverse stock split; $4.00 per share on a pre-split basis), and the offering was conducted on a firm commitment basis. The Company’s common stock was approved for uplisting to the Nasdaq Capital Market from the OTC Markets and commenced trading under the ticker symbol “CIIT” on April 10, 2025.

 

 

 

 

On November 5, 2025, all issued and outstanding 80,000 shares of the Series B Preferred Stock were converted into 1,142,858 shares (reflecting the March 2026 reverse stock split; 8,000,000 shares on a pre-split basis) of Company common stock.

 

On January 28, 2026, the Company acquired hardware inventory with a total purchase price of $323,400. As consideration for the purchase, the Company issued 114,286 shares (reflecting the March 2026 reverse stock split; 800,000 shares on a pre-split basis) of its common stock to the vendor. The common shares were measured at their fair value of approximately $288,000 on the transaction date, based on the quoted market price of the Company’s common stock. The difference between the fair value of the equity consideration issued and the total purchase price of the inventory was recognized as a $35,400 payable to the vendor, which was recorded within accounts payable as of the transaction date.

 

Issuances of warrants

 

On April 11, 2025, the Company issued 12,500 warrants (reflecting the March 2026 reverse stock split; 87,500 warrants on a pre-split basis) to a third-party consultant as consideration for strategic advisory and consulting services. Each warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $4.80 per share. The warrants are set to expire five years after the issuance. As of the expiration date, none of the warrants had been exercised.

 

The total grant-date fair value of the warrants was $158,412, which was recorded as a non-cash general and administrative expense for the year ended July 31, 2025, in accordance with ASC 718, Compensation—Stock Compensation. Because the warrants were issued for services, they were accounted for as equity-classified awards.

 

Reverse Stock Split

 

On February 13, 2026, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation authorizing the Board of Directors to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio ranging from 1-for-2 to 1-for-100, as determined by the Board of Directors.

 

On March 6, 2026, the Board of Directors approved a 1-for-7 reverse stock split of the Company’s common stock (the “Reverse Stock Split”), which became effective at 12:01 a.m. Eastern Time on March 20, 2026. Upon effectiveness of the Reverse Stock Split, every seven (7) issued and outstanding shares of common stock were automatically combined into one (1) share of common stock without any change in par value per share.

 

As a result of the Reverse Stock Split, the number of issued and outstanding shares of the Company’s common stock was reduced from 25,331,803 shares to 3,618,907 shares. The number of authorized shares of common stock remained unchanged.

 

NOTE 7 – INCOME TAXES

 

Income Taxes

 

Seychelles

 

RQS United is incorporated in Seychelles and is not subject to tax by Seychelles on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.

 

United States

 

Tianci is incorporated in the United States and is subject to U.S. federal corporate income tax at a statutory rate of 21%. State income taxes are imposed in addition to the federal rate where applicable. 

 

 

 

 

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 HKD 2 million of profits and 16.5% on the remainder. Hong Kong income tax expenses for the nine months ended April 30, 2026 and 2025 amounted to $23,717 and $0, respectively.

 

For the nine months ended April 30, 2026, the loss before provision for income taxes of $(570,736) consisted of United States source loss of $(842,627) and Hong Kong source income of $271,891. For the nine months ended April 30, 2025, the loss before provision for income taxes of $(1,162,328) consisted of United States source loss of $(1,082,984) and Hong Kong source loss of $(79,344).

 

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

Schedule of components of the provision for income taxes
		For the nine months ended
		April 30, 2026				April 30, 2025
Current Hong Kong		$	23,717			$	–
Deferred Hong Kong			–				–
Provision for income taxes		$	23,717			$	–

 

The following table reconciles the United States statutory rates to the Company’s effective tax rate:

Schedule of Hong Kong effective tax rate
		For the nine months ended
		April 30, 2026				April 30, 2025
United States statutory tax rate			21.0%				21.0%
Foreign tax rate differential – Hong Kong (including two-tier regime)			5.8%				(0.3)%
Change in valuation allowance			(31.0)%				(20.7)%
Effective tax rate			(4.2)%			$	–%

 

Deferred tax assets are comprised of the following:

Schedule of deferred tax assets
		As of
		April 30, 2026				July 31, 2025
Net operating loss carryforwards		$	983,968			$	807,016
Warrants not exercised			33,267				33,267
Allowance for deferred tax assets			(1,017,235	)			(840,283	)
Deferred tax assets, net		$	–			$	–

 

For United States income tax purposes, Tianci and Roshing had net operating loss carryforwards of approximately $4,331,000 and $180,000, respectively, as of April 30, 2026. Management has not determined that it is more likely than not that this carryforward will be realized, and therefore the Company maintains a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs. 

 

 

 

Uncertain tax positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of April 30, 2026 and July 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.

 

As of April 30, 2026, tax years for the year ended July 2023 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2019/2020 and forward generally remain open for examination for Hong Kong tax purposes.

 

NOTE 8 — CONCENTRATION OF RISK

 

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $250,000. As of April 30, 2026, a cash balance of $50,650 was maintained at a financial institution in United States, none of which was subject to credit risk.

 

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of April 30, 2026, a cash balance of $559,205 was maintained at a financial institution in Hong Kong, of which approximately $395,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.

  

Customer concentration risk

 

For the nine months ended April 30, 2026, one customer accounted for 40.6% of the Company’s total revenues.

 

For the nine months ended April 30, 2025, two customers accounted for 36.3% and 30.2% of the Company’s total revenues.

 

As of April 30, 2026, four customers accounted for 36.4%, 14.1%, 13.8%, and 12.5% of the Company’s total accounts receivable. As of July 31, 2025, no customer accounted for over 10% of the Company’s total accounts receivable.

 

Vendor concentration risk

 

For the nine months ended April 30, 2026, one vendor accounted for 43.6% of the Company’s total purchases.

 

For the nine months ended April 30, 2025, one vendor accounted for 67.0% of the Company’s total purchases.

 

As of April 30, 2026, no vendor accounted for over 10% of the Company’s total accounts payable.

 

As of July 31, 2025, one vendor accounted for 100.0% of the Company’s total accounts payable.

 

 

 

 

 

NOTE 9— COMMITMENTS AND CONTINGENCIES

 

Lease commitments

 

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%. On January 13, 2023, the Company entered an 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). The Company’s lease agreement did not contain any material residual value guarantees or material restrictive covenants. The lease did 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).

 

Upon the expiration of the above lease, the Company entered a two-year lease for a new office in July 2025 with monthly rent of HKD 45,000 (approximately $5,733). The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. On July 1, 2025, the Company recognized $124,483 of right of use (“ROU”) assets and operating lease liabilities based on the present value of the remaining future minimum rental payments of leases, using an incremental borrowing rate of 5.50%.

 

As of April 30, 2026, the Company’s operating leases had a weighted average remaining lease term of approximately 1.17 years.

 

For the three months ended April 30, 2026, rent expenses for the operating leases and short-term leases (less than one year) were $16,482 and $1,205, respectively.

 

For the nine months ended April 30, 2026, rent expenses for the operating leases and short-term leases (less than one year) were $49,447 and $3,865, respectively.

 

The total future minimum lease payments under the non-cancellable operating leases as of April 30, 2026 are as follows:

Schedule of total future minimum lease payments
Year ending April 30,		Minimum lease payments
2026		$	68,796
2027			11,466
Thereafter			–
Total lease payments			80,262
Less: Interest			(8,362	)
Present value of lease liabilities		$	71,900

 

Future amortization of the Company’s ROU assets is presented below:

Schedule of future amortization
Year ending April 30,
2026		$	63,377
2027			10,912
After			–
Total		$	74,289

 

 

 

 

Contingencies

 

From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of April 30, 2026.

 

NOTE 10 — ENTERPRISE-WIDE DISCLOSURE

 

The Company follows ASC 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to each segment and evaluates their performances. The Company’s chief operating decision-makers (i.e., the Company’s chief executive officer and his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (Hong Kong, China, 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:

 

Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment.

Schedule of disaggregated information of revenues by business lines
		For the three months ended								For the nine months ended
		April 30,								April 30,
		2026				2025				2026				2025
		(Unaudited)								(Unaudited)
Electronic Device Hardware Components Sales		$	199,063			$	–			$	199,063			$	–
Software and Website Development Services			–				–				–				–
Software Maintenance and Business Promotion Services			–				–				–				–
Business Consulting Services			421,543				46,223				555,893				276,590
Global Logistics Services			2,271,363				1,901,992				8,018,604				6,731,768
Sale of Minerals			1,418,552				–				3,239,872				–
Total revenues		$	4,310,521			$	1,948,215			$	12,013,432			$	7,008,358

 

Disaggregated information of revenues by regions are as follows:

Schedule of disaggregated information of revenues by regions
		For the three months ended								For the nine months ended
		April 30,								April 30,
		2026				2025				2026				2025
		(Unaudited)								(Unaudited)
Hong Kong		$	2,681,507			$	1,682,962			$	7,635,438			$	6,256,336
Vietnam			–				265,253				–				585,252
China			1,135,071				–				2,470,137				–
Japan			317,019				–				499,654				166,770
Singapore			176,924				–				1,408,203				–
Total revenues		$	4,310,521			$	1,948,215			$	12,013,432			$	7,008,358

 

 

 

 

NOTE 11 — SUBSEQUENT EVENTS

 

In accordance with ASC 855, Subsequent Events, the Company’s management has evaluated subsequent events through June 22, 2026, which is the date these consolidated financial statements were available to be issued. Management has the following material reportable subsequent events:

 

On June 17, 2026, the Company completed a registered offering of 6,055,000 units at an offering price of US $0.81 per unit. Each Unit consists of one share of common stock of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant to purchase one share of common stock of the Company (the "Common Warrant"). Each Common Warrant is immediately exercisable upon issuance at an initial exercise price of US$0.81, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary of the issuance date. The company received total gross proceeds of approximately US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Company intends to use the net proceeds from the Offering for working capital requirements, general corporate purposes, as well as further product iteration & development and production capacity expansion.

 

 

* * * * *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

 

Overview

 

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

 

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and was initially engaged in providing business services, such as software development, consulting and the sale of electronic parts. Since 2023 Roshing has been primarily engaged in logistics solutions, including shipping operation management. Commencing in the first quarter of fiscal year 2026, Roshing has also been engaged in the resale of mineral ores, specifically chromium and manganese. Roshing also continues to generate a small portion of our revenue from providing business services.

 

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

 

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

 

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and China. Roshing’s logistics services also include the shipment of goods to African countries.

 

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

 

 

 

 

 

Starting in this fiscal year, we have expanded into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.

 

On April 11, 2025, we completed a $7 million public offering and became a listed company on Nasdaq.

 

Key factors that affect operating results

 

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are:

 

Economic Conditions in Hong Kong. We are a Nevada corporation with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of our direct customers, which are beyond our control. If sales decline in a particular geographical market in which our direct customers operate, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.

 

Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fees that we pay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlling the cost.

 

Development of Our Mineral Trading Business. In addition to our global logistics services, we have recently expanded into mineral trading, under which we source mineral products at competitive prices and resell them to downstream customers. The successful performance of this new business line will depend on a number of factors. First, our ability to identify reliable upstream suppliers and obtain stable mineral supply at favorable prices is critical to maintaining adequate margins. Volatility in global commodity prices, changes in supply–demand dynamics, or disruptions in mineral production regions could significantly affect our purchase costs and profitability. Second, our mineral trading activities rely heavily on maritime logistics, and we seek to utilize our own arranged shipping whenever possible to optimize cost efficiency. Therefore, increases in freight rates, port congestion, vessel availability, geopolitical tensions affecting sea routes, or unexpected disruptions in international logistics may materially impact our operating results. Third, mineral trading is subject to various international trade, customs, and inspection regulations. Any changes in export or import controls, environmental or product-quality requirements, sanctions, or other compliance obligations could restrict our ability to trade certain minerals or increase compliance costs. If we are unable to secure stable sources of mineral products at reasonable prices, or if logistics conditions or regulatory requirements become less favorable, our financial performance and growth prospects related to this business line may be materially and adversely affected. 

 

 

 

 

Results of Operation

 

Comparison of results for the three months ended April 30, 2026 and 2025

  

		For the three months ended April 30,								Change				Change
		2026				2025				Amounts				Percentage
Revenues		$	4,310,521			$	1,948,215			$	2,362,306				121%
Cost of Revenues			3,613,032				1,890,232				1,722,800				91%
Gross profit			697,489				57,983				639,506				1,103%
Selling and marketing			30,000				63,700				(33,700	)			(53%	)
General and administrative			552,141				960,583				(408,442	)			(43%	)
(Loss) income from operations			115,348				(966,300	)			1,081,648				(112-%	)
Other (loss) net			(86	)			–				(86	)			–
Provision for income taxes			23,717				(6,891	)			30,608				(444%	)
Net (loss) income			91,545				(959,409	)			1,050,954				(110%	)
Less: net (loss) income attributable to non-controlling interest			42,819				(11,422	)			54,241				(475%	)
Net (loss) income attributable to Tianci		$	48,726			$	(947,987	)		$	996,713				(105%	)

 

Comparison of results for the nine months ended April 30, 2026 and 2025

 

		For the nine months ended April 30,								Change				Change
		2026				2025				Amounts				Percentage
Revenues		$	12,013,432			$	7,008,358			$	5,005,074				71%
Cost of Revenues			10,841,382				6,641,966				4,199,416				63%
Gross profit			1,172,050				366,392				805,658				220%
Selling and marketing			119,580				163,924				(44,344	)			(27%	)
General and administrative			1,623,053				1,392,187				230,866				17%
(Loss) from operations			(570,583	)			(1,189,719	)			619,136				(52%	)
Other (loss) income, net			(153	)			27,391				(27,544	)			(101%	)
Provision for income taxes			23,717				–				23,717
Net (loss) income			(594,453	)			(1,162,328	)			567,875				(49%	)
Less: net (loss) income attributable to non-controlling interest			24,817				(7,934	)			32,751				(413%	)
Net (loss) attributable to Tianci		$	(619,270	)		$	(1,154,394	)		$	535,124				(46%	)

 

Revenues

 

For the three months ended April 30, 2026, our total revenue increased significantly to $4,310,521 from $1,948,215 for the three months ended April 30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,418,552 to our total revenue for the three months ended April 30, 2026, representing approximately 33% of our revenue in the quarter ended April 30, 2026. Revenue generated from our core global logistics services increased $369,371 or 19%, to $2,271,363 from $1,901,992. The logistics service revenue represented 53% of our total revenue in the three months ended April 30, 2026. Other service revenue, which contributed 14.4% of our total revenue for the three months ended April 30, 2026, increased by $574,383, approximately 1200%, from $46,223 for the three months ended April 30, 2025 to $620,606 for the three months ended April 30, 2026. The increase in other service revenue was primarily driven by growth in business consulting services resulting from increased client demand for international business development. Going forward, we expect that our business consulting services will continue to make a significant contribution to our revenue, and we believe our consulting services revenue will expand.

 

 

 

 

For the nine months ended April 30, 2026, our total revenue increased significantly to $12,013,432 from $7,008,358 for the nine months ended April 30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $3,239,872 to our total revenue for the nine months ended April 30, 2026, representing approximately 27% of our revenue in nine months ended April 30, 2026. Revenue generated from our core global logistics services increased $1,286,836 or 19%, to $8,018,604 from $6,731,768. The logistics service revenue represented 67% of our total revenue in the nine months ended April 30, 2026.

 

		For the Three Months Ended April 30,								For the Nine Months Ended April 30,
		2026				2025				2026				2025
Global Logistics Service Revenue		$	2,271,363			$	1,901,992			$	8,018,604			$	6,731,768
Sales of Mineral Products			1,418,552				–				3,239,872				–
Other Service Revenue			620,606				46,223				754,956				276,590
Total		$	4,310,521			$	1,948,215			$	12,013,432			$	7,008,358

 

Cost of Revenues

 

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

 

		For the Three Months Ended April 30,								For the Nine Months Ended April 30,
		2026				2025				2026				2025
Cost of Global Logistics Service		$	2,186,753			$	1,886,564			$	7,791,053			$	6,472,998
Cost of Mineral Products			1,415,118				–				3,016,808				–
Cost of Other Service			11,161				3,668				33,521				168,968
Total		$	3,613,032			$	1,890,232			$	10,841,382			$	6,641,966

  

Our cost of global logistics services represented 60.5% and 99.8% of total cost of revenues during the three months ended April 30, 2026 and 2025, respectively. Our cost of global logistics services represented 72% and 97% of total cost of revenues during the nine months ended April 30, 2026 and 2025, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 39.2% of total cost of revenues during the three months ended April 30, 2026. Our cost of revenues from cost of mineral products represented 28% of total cost of revenues during the nine months ended April 30, 2026.

 

Total cost of revenue increased by 91% from $1,890,232 to $3,613,032 for the three months ended April 30, 2026, and increased by 63% from $6,641,966 to $10,841,382 for the nine months ended April 30, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as source mineral products from suppliers. Cost of logistics services increased $300,189, or 16% for the three months ended April 30, 2026 and increased $1,318,055, or 20% for the nine months ended April 30, 2026, which was in line with the increase in logistics business revenue in the same period.

 

 

 

 

 

Gross Profit

 

Our gross profit from each of our revenue categories is summarized as follows:

 

Margins

 

		For the Three Months Ended April 30,								For the Nine Months Ended April 30,
		2026				2025				2026				2025
Global Logistics Service
Gross Profit Margin		$	84,610			$	15,428			$	227,551			$	258,770
Gross Profit Percentage			3.73%				0.81%				2.84%				3.84%
Sales of Mineral Products
Gross Profit Margin		$	3,434			$	–			$	223,064			$	–
Gross Profit Percentage			0.24%				–				6.88%				–
Other Services
Gross Profit Margin		$	609,445			$	42,555			$	721,435			$	107,622
Gross Profit Percentage			98.20%				92.06%				95.56%				38.91%
Total
Gross Profit Margin		$	697,489			$	57,983			$	1,172,050			$	366,392
Gross Profit Percentage			16.18%				2.98%				9.76%				5.23%

 

Our total gross profit increased by $639,506, or approximately 1100%, to $697,489 for the three months ended April 30, 2026, and increased by $805,658, or approximately 220%, to $1,172,050 for the nine months ended April 30, 2026. For the three and nine months ended April 30, 2026, our overall gross profit margin was 16.18% and 9.76%, an increase from gross profit margin of 2.98% for the three months ended April 30, 2025 and an increase from gross profit margin of 5.23% for the nine months ended April 30, 2025. The Company's overall gross profit margin is affected by both the gross profit margins achieved within each business line and the revenue mix among its business segments. Because Other Services typically generate higher gross profit margins than Global Logistics Services and Sales of Mineral Products, an increase in the proportion of revenue from Other Services generally results in a higher consolidated gross profit margin.

 

Gross margin from our core logistic service operations increased for the three months ended April 30, 2026 compared to the same period of the prior year, which was driven by improved market condition and relatively higher pricing in this quarter. Gross margin from our mineral products decreased for the three months ended April 30, 2026 compared to that for the nine months ended April 30, 2026, which was mainly attributable to higher cost of mineral products sold from the chrome ore core business. We believe the cost of mineral products will continue to grow in the near future, putting downward pressure on our mineral sales margin. The Company is actively expanding and diversifying its supplier base for its mineral products sales business in an effort to enhance procurement flexibility, improve pricing competitiveness, and achieve greater control over procurement costs. Looking forward, our consolidated gross margin performance will depend largely on our ability to optimize our logistics route mix, effectively manage mineral procurement costs, and maintain a favorable business matrix.

 

 

 

 

 

Operating Expenses

 

There was a decrease in operating expenses in the three months ended April 30, 2026, but an increase in the nine months ended April 30, 2026 as compared to the same periods last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent, and professional fees relating to our obligations as a public company. The decrease of $408,442 in our general and administrative expenses, from $960,583 for the three months ended April 30, 2025 to $552,141 in the three months ended April 30, 2026, was primarily attributable to expenses we incurred in the three months ended April 30, 2026 as an indirect result of the public offering we completed in that quarter, including audit expenses, merger and acquisition consulting expenses, and public relations expenses. The increase of $230,866 in our general and administrative expenses, from $1,392,187 for the nine months ended April 30, 2025 to $1,623,053 in the nine months ended April 30, 2026 was primarily attributable to increases in payroll, rent expenses, and certain professional services fees as we scale up our operations as a public listed company. Management expects that general and administrative expenses will remain elevated in the foreseeable future as we continue to incur additional costs associated with operating as a public company.

 

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $119,580 for the nine months ended April 30, 2026, as compared to $163,924 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

 

Income Tax Expense

 

Our income tax expense amounted to $23,717 for the three and nine months ended April 31, 2026, as compared to income tax benefits of $6,891 and $nil for the three and nine months ended April 31, 2025, respectively. The change was due to the increase in operating income generated by Roshing during this period.

 

Net Income (Loss)

 

As a result of the foregoing, we incurred a net income of $91,545 and a net loss of $594,453 for the three and nine months ended April 30, 2026, and a net loss of $959,409 and $1,162,328 for the three and nine months ended April 30, 2025, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income or loss realized by Roshing was attributed to minority interest. Therefore, the net income for the three months ended April 30, 2026 attributable to the shareholders of the Company was $48,726, and the net loss for the nine months ended April 30, 2026 attributable to the shareholders of the Company was $619,270.

 

Liquidity and Capital Resources

 

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of April 30, 2026, we had working capital of $2,596,047. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.

 

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

 

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business in July, 2025. Although the shipping and mineral business has been growing, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 

 

 

 

 

The following table summarizes the key components of our cash flows for the nine months ended April 30, 2026 and 2025.

 

		For the nine months ended
		April 30,
		2026				2025
Net cash used in operating activities		$	(1,687,149	)		$	(2,000,182	)
Net cash used in investing activities			–				–
Net cash provided by financing activities			–				5,217,937
Net change in cash and restricted cash		$	(1,687,149	)		$	3,217,755

 

Operating activities

 

Net cash of $1,687,149 used in operating activities for the nine months ended April 30, 2026 was primarily the result of our net loss of $594,453, an increase of $334,084 in prepayment and other current assets, and an increase of $957,881 in accounts receivable, partially offset by a $221,207 decrease in inventory. 

 

Net cash of $2,000,182 used in operating activities for the nine months ended April 30, 2025 was primarily the result of net loss of $1,162,328, an increase of $166,752 in accounts receivable, an increase of $723,733 in prepaid expense, a decrease of $51,920 in income taxes payable, and a decrease of $53,861 in accrued liabilities following payments from the Company, partially offset by a non-cash adjustment of $158,412 representing the value of the warrant we issued to our underwriter.

 

Investing activities

 

The company had no investing activities during the nine months ended April 30, 2026 or 2025.

 

Financing activities

 

Net cash provided by financing activities for the nine months ended April 30, 2026 and 2025 was nil and $5,217,937, which was attributable to the to the proceeds from our public offering in 2025.

 

Critical Accounting Estimates

 

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

 

In connection with the preparation of our financial statements for the three and nine months ended April 30, 2026, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.

 

Recently Issued Accounting Pronouncements

 

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

 

 

 

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

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

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2026. 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 January 31, 2026 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, 2025.

 

ITEM 2.

UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS

 

	(a) Unregistered sales of equity securities
	As consideration for hardware inventory with a total purchase price of $323,400, on January 15, 2026 the Company issued 114,286 shares (reflecting the March 2026 reverse stock split; 800,000 shares on a pre-split basis) of its common stock to the vendor. The common shares were measured at their fair value of approximately $288,000 on the transaction date, based on the quoted market price of the Company’s common stock. The transaction was effected without registration pursuant to Regulation S. There was no underwriter.   There were no other unregistered sales of equity securities by the Company during the third quarter of fiscal year 2026, other than those reported in Current Reports on Form 8-K.
	(c) Purchases of equity securities
	The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal year 2026.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURE

 

Not Applicable.

 

ITEM 5.

OTHER INFORMATION

 

Trading Arrangements. During the quarter ended January 31, 2026, 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

 

	3.a	Certificate of Amendment of Certificate of Incorporation filed 2-18-26
	31.1	Rule 13a-14(a) Certification of CEO
	31.2	Rule 13a-14(a) Certification of CFO
	32.1	Rule 13a-14(b) Certification of CEO
	32.2	Rule 13a-14(b) Certification of CFO
	101.INS	Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
	101.SCH	Inline XBRL Schema
	101.CAL	Inline XBRL Calculation
	101.DEF	Inline XBRL Definition
	101.LAB	Inline XBRL Label
	101.PRE	Inline XBRL Presentation
	104	Cover page formatted as Inline XBRL and contained in Exhibit 101

 

 

 

 

 

SIGNATURES

 

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

 

	TIANCI INTERNATIONAL, INC.
Date: June 22, 2026	By: /s/ Shufang Gao
	Shufang Gao, Chief Executive Officer
Date: June 22, 2026	By: /s/ Wei Fang Wei Fang, Chief Financial and Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

I, Shufang Gao, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: June 22, 2026	By:	/s/ Shufang Gao
		Shufang Gao, Chief Executive Officer

 

 

 

 

EXHIBIT 31-2: Rule 13a-14(a) Certification of CFO

 

I, Wei Fang, certify that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: June 22, 2026	By:	/s/ Wei Fang
		Wei Fang, Chief Financial Officer

 

 

 

EXHIBIT 32-1: Rule 13a-14(b) Certification of CEO

 

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

 

1. The Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

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

 

Date: June 22, 2026	By:	/s/ Shufang Gao
		Shufang Gao, Chief Executive Officer

 

 

 

 

 

 

EXHIBIT 32-2: Rule 13a-14(b) Certification of CFO

 

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

 

1. The Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

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

 

Date: June 22, 2026	By:	/s/ Wei Fang
		Wei Fang, Chief Financial Officer