Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The following discussion
should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from
those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item
1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use
words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,”
“should,” “could,” and similar expressions to identify forward-looking statements.
Our audited financial
statements are stated in United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of
the United States of America (the U.S. GAAP).
Overview
We are currently a
“shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating
company.
We were incorporated
in the State of Nevada on June 13, 2012. Our current business office is located at No. 45-2, Jalan USJ 21/10, Subang Jaya 47640,
Selangor Darul Ehsan, Malaysia. Our telephone number is +6012 697 1115.
We were initially an
exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015)
that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing
the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and
gas operation. We then began exploring opportunities in the computer gaming and application industry.
We engaged in computer
game development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off
agreement. On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International,
Inc." The name change was effected on November 27, 2016, pursuant to Nevada Revised Statutes Section 92A.180 in connection
with the merger of us into our then subsidiary, Tianci International Inc.
On
August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”),
the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company,
and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with the Company and the Seller, the
“Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the
Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on
August 15, 2017. The Purchasers used personal funds to acquire the Shares.
Upon
the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial
Officer of the Company. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The following individuals were also appointed to serve in the positions set forth
next to their names below:
Name Position
Chuah Su Chen Director, Chief Financial Officer and Secretary
Chuah Su Mei Director, Chief Executive Officer and President
Yeow Yuen Kai Director and Chief Technology Officer
Jerry Ooi was
appointed to serve as a director effective August 30, 2017. Mr. Kai resigned from his position as the Chief Technology Officer
effective September 20, 2017, and his position as our director effective August 31, 2019.
We are in active discussions
with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we
will be able to successfully acquire such company or any company in the near future.
Limited Operating History; Need
for Additional Capital
We have had limited
operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our
common stock and loans from a related party, as the sole source of funds for our future operations.
There
is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any
revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks
inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching
of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the
next 12 months.
We
have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional
dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may
be unable to carry out our full business plan or we may be forced to cease operations.
Going Concern
Our
financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and
discharge its liabilities in the normal course of business for the foreseeable future. As of July 31, 2020, the Company had working
capital deficiency of $250,726 and has incurred losses since its inception resulting in an accumulated deficit of $1,378,277. Further
losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue
as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
The
ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements
of common stock.
Results of Operations
The following tables
provide selected financial data about our company as of and for the years ended July 31, 2020 and 2019.
Balance Sheet Data
Summary Income Statement Data
For the Years Ended July 31,
Net Revenue $ – $ – $ –
Revenue.
During the fiscal years ended July 31, 2020 and 2019, we did not generate any revenues.
Operating
Expenses. Operating expenses were $73,848 and $88,023 for the years ended July 31, 2020 and 2019, respectively.
Operating expenses mainly consisted of professional fees and office and miscellaneous expenses. The decrease in operating expenses
resulted primarily from the decrease in office and miscellaneous expenses. We expect our operating expenses to increase once we
identify and consummate the acquisition of an operating company.
Loss from
Operations. For the years ended July 31, 2020, and 2019, we incurred a loss
from operations of $73,848 and $88,023, respectively. The decrease in loss from operations was attributable to the decrease in
our office and miscellaneous expenses.
Net Loss.
For the years ended July 31, 2020, and 2019, we incurred a net loss of $73,848 and $88,023, respectively. The decrease in net loss
was primarily attributable to the decrease in our office and miscellaneous expenses.
Liquidity and Capital Resources
Working Capital
As of July 31,
2020, we had working capital deficit of $250,726 as compared to working capital deficit of $176,878 as of July 31, 2019. The increase
in working capital deficit was mainly due to an increase in amounts due to related parties for the payment of operating expenses.
Cash Flows
For the Years Ended July 31,
Cash used in operating activities $ (73,230 ) $ (91,539 )
Cash provided by investing activities $ – $ –
Cash provided by financing activities $ 73,230 $ 93,507
Cash Flow from Operating Activities
During
the year ended July 31, 2020, net cash used in operating activities was $73,230, compared to $91,539 for the year ended July 31,
2019. The decrease in net cash used in operating activities was mainly due to the decrease in net loss.
Cash Flow from Investing Activities
During the years
ended July 31, 2020, and 2019, we had no cash flow from investing activities.
Cash Flow from Financing Activities
During the year
ended July 31, 2020, net cash provided by financing activities was $73,230, compared to $93,507 for the year ended July 31, 2019.
The decrease in net cash provided by financing activities was mainly due to the decrease in proceeds from related parties.
Off-Balance Sheet Arrangements
We do not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources
that is material to investors.
Critical Accounting Policies
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires
estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s
critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and
results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional
critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments
and assumptions that are significant to understanding our results, which are described in Note 3 to our financial statements. Although
we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual
results may differ significantly from these estimates under different assumptions, judgments or conditions.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
As a “smaller
reporting company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary
Data
TIANCI INTERNATIONAL,
INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
Report of Independent Registered Public Accounting Firm F-1
Statements of Operations for the years ended July 31, 2020 and 2019 F-3
Statements of Cash Flows for the years ended July 31, 2020 and 2019 F-5
Notes to Financial Statements F-6
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Tianci International, Inc.
Opinion on the Financial
Statements
We have audited the accompanying balance
sheets of Tianci International, Inc. (the “Company”) as of July 31, 2020 and 2019, the related statements of operations,
stockholders’ deficit, and cash flows for the years ended July 31, 2020 and 2019, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company at July 31, 2020 and 2019, and the results of its
operations and its cash flows for the years ended July 31, 2020 and 2019, in conformity with the U.S. generally accepted accounting
principles.
Consideration of the Company’s Ability to Continue
as a Going Concern
The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company
has not yet established an ongoing source of revenues sufficient to cover its operating costs, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ KCCW Accountancy Corp.
We have served as the Company’s
auditor since 2017.
Diamond Bar, California
September 24, 2020
KCCW
Accountancy Corp.
3333 South Brea Canyon Rd. #206, Diamond
Bar, CA 91765, USA
Tel: +1 909 348 7228 ● Fax:
+1 909 895 4155 ● info@kccwcpa.com
TIANCI INTERNATIONAL, INC.
BALANCE SHEETS
ASSETS
Current Assets
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Commitments and Contingencies
STOCKHOLDERS' DEFICIT
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 15,968 $ 15,998
The accompanying
notes are an integral part of these financial statements.
TIANCI INTERNATIONAL,
INC.
STATEMENTS OF
OPERATIONS
For the Years Ended
Revenues $ – $ –
Operating Expenses
Provision for income taxes – –
Basic and diluted loss per common share $ (0.01 ) $ (0.02 )
Basic and diluted weighted average common shares outstanding 5,046,699 5,054,985
The accompanying
notes are an integral part of these financial statements.
TIANCI INTERNATIONAL,
INC.
STATEMENTS OF
CHANGES IN STOCKHOLDERS’ DEFICIT
FOR YEARS ENDED
JULY 31, 2020 AND 2019
Common Stock Additional Total
Cancellation of common shares (303,267) (30) 30 – –
The accompanying
notes are an integral part of these financial statements
TIANCI INTERNATIONAL,
INC.
STATEMENTS OF
CASH FLOWS
For the Years Ended
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses 30 (8,030 )
Increase in accounts payable 588 4,514
Net cash used in operating activities (73,230 ) (91,539 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities 73,230 93,507
Net change in cash – 1,968
Supplemental Cash Flow Disclosures
Cash paid for interest $ – $ –
Cash paid for income taxes $ – $ –
Non-cash financing and investing activities
Cancellation of common shares $ 30 $ –
The accompanying
notes are an integral part of these financial statement
TIANCI INTERNATIONAL,
INC.
NOTES TO FINANCIAL
STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION
OF BUSINESS
Tianci International,
Inc. (“the Company”, “Tianci”) was incorporated under the laws of the State of Nevada, as Freedom Petroleum,
Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company
changed its name to Tianci International, Inc. As of the date of this report, the Company is a holding company and has not carried
out substantive business operations of its own.
The Company’s
fiscal year end is July 31.
2017 Securities
Sale and Change in Control
On January 4,
2017, the Company issued 490,520 shares of our common stock to certain purchasers in accordance with the terms and conditions of
a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.20 per share for an aggregate purchase
price of $98,104. The shares sold in the private placement were issued in reliance on an exemption from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were used for working capital purposes.
On August 3,
2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and the Chuah Su Chen executed a Stock Purchase Agreement (the “Stock
Purchase Agreement”), pursuant to which SFW sold to Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of Common
Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000. The acquisition consummated
on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using her own personal
funds. Upon consummation, the former sole executive officer and director of the Company resigned from all of her positions with
the Company, and Chuah Su Mei, Chuah Su Chen, and Yeow Yuen Kai were appointed to serve as executive officers and directors of
the Corporation.
NOTE 2 – GOING CONCERN MATTERS
As of July 31,
2020, the Company had $3,968 in cash held in trust. The Company had incurred a net loss of $73,848 for the year ended July 31,
2020.
The Company’s cash balance and revenues
generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the
date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations
to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements,
and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements
for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will
be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends
to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There
can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at
all.
The ability of the Company to continue
as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The annual financial
information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the
United States of America applicable to annual financial information and with the instructions to Form 10-K and regulation of
the Securities and Exchange Commission (“SEC”). The annual financial information has been prepared on a basis
consistent with prior periods and years and includes all disclosures that are necessary and required by applicable laws and regulations.
The accompanying
financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of
America (the U.S. GAAP) and are presented in U.S. dollars. These annual financial
statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements
not misleading.
Use of Estimates
The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for
certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
Cash and cash
equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months
or less. The Company had $3,968 in cash and cash equivalents as of July 31, 2020 and 2019.
Fair Value Measurements
As defined in ASC 820” Fair Value
Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that
market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the
inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The
Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that
prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The
Company's financial instruments consist of cash, prepaid expense, accounts payable, and due to related parties. The
carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that
approximate prevailing rates unless otherwise disclosed in these financial statements.
Revenue Recognition
The
Company has yet to generate revenues from operations. The Company will recognize revenue when delivery of goods or completion of
services has occurred provided there is persuasive evidence of an agreement exists, acceptance has been approved by its customers,
the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable
is reasonably assured.
Income Taxes
Income taxes are
accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more
likely than not to be realized. See Note 6 for information related to income taxes, including the recorded balances of its valuation
allowance related to deferred tax assets.
Basic and Diluted Earnings (Loss)
Per Share
Basic earnings
(loss) per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average
number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available
to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There
are no such common stock equivalents outstanding as of July 31, 2020 and 2019.
Recent Accounting Pronouncements
In December 2019,
the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in
accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim
periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial
statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its financial
statements.
NOTE 4 – DUE TO RELATED
PARTIES
During the years
ended July 31, 2020 and 2019, a shareholder of the Company advanced $73,230 and $93,507 for working capital purpose, respectively.
As of July 31,
2020, and July 31, 2019, the Company owed $258,935 and $185,705, respectively, to a shareholder of the Company. This loan is non-interest
bearing and due on demand.
NOTE 5 - EQUITY
Preferred Stock
The Company has
20,000,000 authorized preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the
authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes.
There were no
shares of preferred stock issued and outstanding as of July 31, 2020 and 2019.
Common Stock
The Company has
100,000,000 authorized common shares with a par value of $0.0001 per share.
On July 22, 2020,
the Chief Executive Officer of the Company cancelled 303,267 shares of common stock.
As of July 31,
2020 and 2019, there were 4,751,718 shares and 5,054,985 shares of common stock issued and outstanding, respectively.
NOTE 6 – INCOME TAXES
The Company files
income tax returns in the U.S. federal jurisdiction, and state and local jurisdictions.
The Company follows
ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net
provision for refundable Federal income tax has been made in the accompanying statements of operations because no recoverable taxes
were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized,
as it is not deemed likely to be realized.
The
income tax benefit for the years ended July 31, 2020 and 2019 consists of the following:
For the Years Ended
Income tax expense (benefit) at statutory rate $ (15,508 ) $ (18,485 )
Income tax expense (benefit) $ – $ –
Deferred taxes reflect the net tax effect
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
recorded for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:
As of July 31,
Net deferred tax asset $ – $ –
The reconciliation of the effective
income tax rate to the U.S. federal statutory rate as of July 31, 2020 and 2019:
As of July 31,
Federal income tax rate 21% 21%
Increase in valuation allowance (21% ) (21% )
Effective income tax rate 0% 0%
At July 31, 2020
and 2019, the Company had $2,282,553 and $2,208,705, respectively of the U.S. net operating losses (the “U.S. NOLs”),
which begin to expire beginning in 2034. NOLs generated in tax years prior to July 31, 2018, can be carryforward for twenty years,
whereas NOLs generated after July 31, 2018 can be carryforward indefinitely.
The Company assesses
the likelihood that deferred tax assets will not be realized. FASB ASC Topic 740, “Income Taxes” requires that a valuation
allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not
be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal
of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information
available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore,
established a full valuation allowance as of July 31, 2020 and 2019.
The Company has
not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that
it had a change of ownership that would limit the amount of U.S. NOLs that could be utilized each year based on the “Internal
Revenue Code, as Amended.”
The Company’s
tax returns are subject to examination by tax authorities beginning with the year ended July 31, 2016.
NOTE 7– COMMITMENTS AND
CONTINGENCIES
The Company had no other commitments
or contingencies as of July 31, 2020.
From time to time
the Company may become a party to litigation matters involving claims against the Company.
Management believes
that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's
financial position or results of operations.
NOTE 8- SUBSEQUENT EVENTS
The Company has
evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events
requiring recognition as of July 31, 2020 have been incorporated into these financial statements and there are no subsequent events
that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no disagreements
with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing
scope or procedure during the two fiscal years and subsequent interim periods.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure
controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial
Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation
(the “Evaluation”), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered
by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses
discussed below in “Management's Report on Internal Control over Financial Reporting,” our management, including
our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the
end of the period covered by this Report.
We do not expect that
our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are
resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected
all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly
on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.
Management's Report on Internal Control
Over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or
under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other
personnel 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 and includes those policies and procedures that:
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any
evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed
the effectiveness of our internal control over financial reporting as of July 31, 2020. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not
effective as of July 31, 2020, due to the existence of the material weaknesses as of July 31, 2020, discussed below. A material
weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that
a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:
Management believes
that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.
Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions
upon receiving funding for the Company’s business operations. On August 30, 2017, we established an audit committee. Currently,
Jerry Ooi, our sole independent directors, serves on such committee.
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.
This Annual Report
on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal
control over financial reporting due to permanent exemptions for smaller reporting companies.
Changes in Internal Control Over Financial
Reporting
Other than as described
above, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2020 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent
limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or
detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may
vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers
and Corporate Governance
All directors of our
company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified.
The officers of our company are appointed by the board of directors and hold office until their death, resignation or removal from
office. The directors and executive officers, their ages, positions held, and duration as such, are set forth below as of the date
of this Annual Report.
Name Age Position
Chuah Su Chen 41 Director, Chief Financial Officer and Secretary
Chuah Su Mei 37 Director, Chief Executive Officer and President
Jerry Ooi 38 Director
Business Experience
The following is a
brief account of the education and business experience during at least the past five years of each director, executive officer
and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal
business of the organization in which such occupation and employment were carried out.
Chuah
Su Mei, age 37 has served as our Chief Executive Officer, President and Director since August 15, 2017. Ms. Chuah has served
as the Finance Director of Ezytronic Sdn. Bhd. since December 2007. Ms. Chuah served as the Shipping Coordinator for Eurotrans
Charter Sdn. Bhd. from October 2005 to April 2007. Ms. Chuah brings to the Board of Directors her accounting and financial experience.
Ms. Chuah received her Bachelor in Business Finance (Honors) from the University of Hertfordshire via Inti College Subang Jaya
in 2005 and her Diploma in Business Finance from Inti College Subang Jaya in 2004.
Chuah
Su Chen, age 41, has served as our Chief Financial Officer, Secretary and Director since August 15, 2017. Ms. Chuah has
11 years of experience in end-to-end payment cards processes and systems. Ms. Chuah has served as the Chief Operations Officer
of World Cloud Ventures Sdn. Bhd. from May 2016 to March 2019. From April 2008 to April 2016, she served as the Process Implementation
Coordinator of a MNC company, a company that wholesales and distributes petroleum and provides a range of technical, human resources,
financial and business support services, where she has held various positions covering credit processing, customer service, quality
assurance, operations, global process and organizational design. Ms. Chuah received her Bachelor of Business in Finance and Banking
from Charles Stuart University in 2010 and her Diploma in Business Studies from Help Institute Sdn. Bhd. in 1998. Ms. Chuah brings
to us her broad and deep experience in the payment cards industry.
Jerry Ooi,
age 38, has served as our director since August 30, 2017. He is currently the Sales and Marketing Director of Ezytronic Sdn Bhd.
and has served in such capacity since November 2009. Mr. Ooi served as the Retail Assistant Manager of Precess Technology Sdn.
Bhd. from May 2007 to October 2009. Mr. Ooi graduated with a Diploma in IT Multimedia from Informatics College in Malaysia. Mr.
Ooi. brings to the Board of Directors his sales and marketing experience in the online and mobile industry.
Family Relationships
Chuah Su Mei and Chuah Su Chen are siblings.
Except as described in the foregoing, there are no family relationships between any of our directors, executive officers and proposed
directors or executive officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers,
promoters or control persons has been involved in any of the following events during the past ten years:
ii. Engaging in any type of business practice; or
i. Any Federal or State securities or commodities law or regulation; or
Code of Ethics
We have adopted a Code
of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers
including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted,
our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
3. compliance with applicable governmental laws, rules and regulations;
5. accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics
requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of
information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code
of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining
financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities
laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities,
whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate
or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct
and Ethics by another.
Our Code of Business
Conduct and Ethics was filed as Exhibit 14.1 to our Annual Report on Form 10-K for fiscal year ended July 31, 2013. We will provide
a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tianci International,
Inc., No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia.
Board Meetings
Our board of directors
consists of Chuah Su Chen, Chuah Su Mei and Jerry Ooi. Mr. Yeow Yuen Kai resigned from the Board effective August 31, 2019. The
board held no formal meetings during the year ended July 31, 2019, but took actions once via unanimous written consent. We expect
our current board to act by written consent or through board meetings in accordance with the provisions of the Nevada General Corporate
Law and our Bylaws.
Nomination Process
As of July 31, 2020,
we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors.
Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders.
Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the