Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2022
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to _____
COMMISSION FILE NUMBER 333-184061
TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
20 Holbeche Road, Arndell Park, NSW, Australia 2148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
+61-029672 1899
Securities registered under Section 12(b) of the
Act:
Title of each Class Trading Symbol Name of each exchange on which registered
N/A N/A N/A
Securities registered under Section 12(g) of the
Act: NONE.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐No☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405
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.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes☒ No ☐
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter: $722,862 as of January 31, 2022, based on a price of $1.10, being the average bid and ask price of its common stock on that
date.
Indicate the number of shares outstanding of
each of the registrant’s classes of common stock, as of the latest practicable date. As of October 24, 2022, the Registrant had
2,450,148 shares of common stock outstanding.
TABLE OF CONTENTS
TITLE PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 9
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Mine Safety Disclosures 9
PART II
Item 6. Selected Financial Data 11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 16
Item 8. Financial Statements and Supplementary Data 17
Item 9A. Controls and Procedures 17
Item 9B. Other Information 18
PART III
Item 10. Directors, Executive Officers and Corporate Governance 19
Item 11. Executive Compensation 24
Item 14. Principal Accounting Fees and Services 30
PART IV
Item 15. Exhibits, Financial Statement Schedules 32
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information,
this annual report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among
other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements
include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes”
and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that
might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review
the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange
Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.
We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after
the date of this document.
Although we believe that the
expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking statements.
All references in this Form
10-K to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International,
Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.
PART I
Item 1. Business
Corporate 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 20 Holbeche Road, Arndell Park, NSW, Australia.
Our telephone number is +61-02 9672 1899.
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, in connection with the merger of us into our then subsidiary, Tianci International
Inc.
Effective April 6, 2017, we
effectuated a 1-for-40 reverse stock split (the “2017 Reverse Stock Split”) of our issued and outstanding shares of common
stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common stock. Common share
amounts and per share amounts in these accompanying financial statements and notes have been retroactively adjusted to reflect this reverse
stock split.
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.
Effective August 6, 2021,
Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our
former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000)
(the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and
are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital.
As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine
the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the
Company’s stockholders.
Upon the closing of the Transaction,
on August 26, 2021, the then current directors and officers of the Company resigned from his or her positions with the Company. The resignations
were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Concurrently with such resignation,
the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders
of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.
Name Office
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Independent director
Yee ManYung Independent director
Jimmy Weiyu Zhu Independent director
None of the directors or executive
officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will
serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors
in the future.
Current Business
Our principal business is
to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based on proposed
business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange
Act for so long as it is subject to those requirements.
As of the date of this Annual
Report, we have not entered into any binding agreement with any party regarding acquisition opportunities for us. We hope to continue
to engage in discussions with other operating businesses affiliated with our executive officers regarding potential acquisition opportunities.
There is no assurance that any nonbinding term sheet will result into a definitive purchase transaction nor can we assure you that we
will be able to successfully acquire such company or any company in the near future.
The analysis of new business
opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider
the following kinds of factors:
· The extent to which the business opportunity can be advanced;
· Other relevant factors.
In applying the foregoing
criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many different
industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired.
In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies, our limited personnel and financial resources.
We expect that our due diligence
will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as
necessary, as well as a review of financial and other information, which is made available to us. This due diligence review will be conducted
either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely
make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys
and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon
information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.
The time and costs required
to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that
is not ultimately completed will result in a loss to us.
Additionally, we are in a
highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures
with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small
public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than
we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business
combination.
Historical Activities
2014 Securities Sale
In January 2014, we were a
party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders (the "Selling
Shareholders") owning an aggregate of 27,000,000 shares (before the 2017 Reverse Stock Split) (approximately 51.7%) of our common
stock (the "Sold Stock") and Anton Lin ("Lin"). Pursuant to the 2014 SPA, Lin purchased the Sold Stock for $27,000
(the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling
Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic").
Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the
Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately
following the close of the Private Sale. Following the Private Sale, a change in control occurred since Lin gained control of almost 52%
of our outstanding common stock.
2015 Share Exchange
On July 15, 2015, we entered
into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to
the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares (before the 2017 Reverse Stock
Split) of the Company and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued
share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders
and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and
pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the
issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015,
we issued 4,812,209 shares (the “New Shares”) (before the 2017 Reverse Stock Split) (subject to adjustment for fractionalized
shares as set forth below) of our common to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the 2017 Reverse
Stock Split) of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”)
to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock
of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As
a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly
owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders
of Malta Co. owned approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments
issued in connection with the Exchange Agreement.
Malta Co. was incorporated
in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use of the
team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded and the associated
IP and server technology.
Through Malta Co, we became
an independent games development and technology company that specialized in developing enchanting games and gaming technology where the
real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed primarily for smartphones
and tablets (supporting both Android and IOS), in late August of 2015.
On January 29, 2016, Lin resigned
from his CEO and sole director positions with Tianci, and Mr. Joshua O’Cock became our CEO, CFO, Secretary and Director.
2016 Securities Sale and
Spin-Off
On October 13, 2016, we entered
into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”),
an entity organized under the laws of Malta that was owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer received
all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became the sole equity
owner of Malta Co. and we had no further interest in Malta Co.
On October 13, 2016, shareholders
who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split) of our common stock,
representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into a Share Purchase Agreement (the
“Change of Control SP”) with certain purchasers listed therein pursuant to which the purchasers acquired the 2016 Shares for
an aggregate purchase price of $150,000. In connection with the sale, a change in control occurred, and Mr. Joshua O’Cock,
our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all of his
director and officer positions with us.
Simultaneously with the closing,
Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of Tianci.
Effective November 7, 2016,
we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.
On January 4, 2017, we issued
19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with the terms and conditions
of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 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.
2017 Securities Sale and
Change in Control
On August 3, 2017, Tianci,
ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”),
pursuant to which SFW sold to the 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 Tianci resigned from all of her positions with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow
Yuen Kai were appointed to serve in the positions set forth next to their names below:
Name Position
Chuah Su Chen Director, Secretary and Chief Financial Officer
Chuah Su Mei Director, Chief Executive Officer and President
Yeow Yuen Kai Director and Chief Technology Officer
Chuah Su Chen and Chuah Su Mei are siblings.
Effective August 30, 2017, Jerry Ooi was appointed
to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office
or is otherwise disqualified from serving as a director of Tianci. 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.
2021 Securities Sale
and Change in Control
Effective August 6, 2021,
Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our
former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000)
(the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and
are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital.
As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine
the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the
Company’s stockholders.
Upon the closing of the Transaction,
on August 26, 2021, the then current directors and officers of the Company resigned from his or her positions with the Company. The resignations
were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Each of the foregoing former officers and directors also forgave all amounts due to them from the Company in connection with the closing
of the Transaction.
Concurrently with such resignation,
the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders
of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.
Name Office
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Independent director
Yee ManYung Independent director
Jimmy Weiyu Zhu Independent director
None of the directors or executive
officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will
serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors
in the future.
Employees. As
of the date of this Annual Report, we did not have any employees. We expect to hire employees after the acquisition of an operating business.
Item 1A. Risk Factors
As a “smaller reporting
company,” we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We do not own any property.
Our principal offices located at 20 Holbeche Road, Arndell Park, NSW, Australia.
Item 3. Legal Proceedings
From time to time, we may
be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not aware of any pending
or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and
operations.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Market Information
Our company's common stock
is quoted on the OTCQB under the symbol "CIIT". Our stock did not begin trading until March 15, 2013. There is currently no
established public trading market for our common stock, and there can be no assurance that we will be able to establish or maintain such
public trading market for our securities in the future, if ever.
The following table sets forth
the quarterly high and low closing bid prices for the common stock for the past two fiscal years. The prices set forth below represent
inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.
High Low
On October 23, 2022, the closing bid price of the
common stock was $1.05.
Holders
As of October 24, 2022, there
were 88 stockholders of record and an aggregate of 2,450,148 shares of our common stock were issued and outstanding. Our common shares
are issued in registered form. The transfer agent of our company's common stock is Action Stock Transfer Corporation at 2469 E Fort Union
Blvd, Suite 214, Salt Lake City, UT 84121.
Description of Securities
The authorized capital stock
of our company consists of 100,000,000 of common stock, at $0.0001 par value, and 20,000,000 shares of preferred stock, at $0.0001 par
value.
Dividend Policy
We have not paid any cash
dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy
is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined
from time to time by our board of directors.
Equity Compensation Plan Information
We do not have in effect any
compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities
None.
Purchase of Equity Securities by the Issuer
and Affiliated Purchasers
We did not purchase any of our shares of common
stock or other securities during our fourth quarter of our fiscal year ended July 31, 2022.
Item 6. Selected Financial Data
As a “smaller reporting
company,” we are not required to provide the information required by this Item.
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 20 Holbeche Road, Arndell Park NSW, Australia.
Our telephone number is +61-02 9672 1899.
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. Chuah Su Chen and Chuah Su Mei were 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
Chuah Su Chen and Chuah Su Mei are sisters.
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.
Effective August 6, 2021,
Tianci International, Inc., a Nevada corporation (“we,” “us,” or the “Company”), Chuah Su Mei, our
Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock
Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the “Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000)
(the “Transaction”). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and
are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital.
As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine
the election of the members of the Board of Directors (the “Board”) and other substantive matters requiring approval of the
Company’s stockholders.
Upon the closing of the Transaction,
on August 26, 2021, each of Chuah Su Chen, Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of the Company,
resigned from his or her positions with the Company. The resignations were not due to any dispute or disagreement with the Company on
any matter relating to the Company's operations, policies or practices. Each of the foregoing former officers and directors also forgave
all amounts due to them from the Company in connection with the closing of the Transaction.
Concurrently with such resignation,
the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders
of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation
or removal.
Name Office
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Independent director
Yee ManYung Independent director
Jimmy Weiyu Zhu Independent director
None of the directors or executive
officers has a direct family relationship with any of the Company’s directors or executive officers. Each officer and director will
serve in his positions without compensation. The Company plans to enter into compensatory arrangements with its officers and directors
in the 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, 2022, the Company had working capital deficiency of $222,887 and
has incurred losses since its inception resulting in an accumulated deficit of $1,700,154. 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, 2022 and 2021.
Balance Sheet Data
Summary Income Statement Data
Year Ended
Net Revenue $ – $ – $ –
Revenue. During
the fiscal years ended July 31, 2022 and 2021, we did not generate any revenues.
Operating Expenses.
Operating expenses were $247,743 and $63,003 for the years ended July 31, 2022 and 2021, respectively. Operating expenses mainly consisted
of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily
from an increase in professional fees and executive compensation.
Loss from Operations. For
the years ended July 31, 2022, and 2021, we incurred a loss from operations of $247,743 and $63,003, respectively. The
increase in loss from operations was attributable to the increase in our operating expenses.
Other Expenses. Other
expenses for year ended July 31, 2021, consisted of $11,381 for an income tax penalty.
Net Loss. For
the years ended July 31, 2022, and 2021, we incurred a net loss of $247,743 and $74,384, respectively. The increase in net loss was primarily
attributable to the increase in our operating expenses.
Liquidity and Capital Resources
Working Capital
As of July 31, 2022, we had
working capital deficit of $223,137 as compared to working capital deficit of $325,110 as of July 31, 2021. The decrease in working capital
deficit was mainly due to a decrease in amounts due to related parties for the payment of operating expenses.
Cash Flows
Year Ended
Cash used in operating activities $ (206,390 ) $ (74,248 )
Cash provided by investing activities – –
Net change in cash and cash equivalents $ 5,049 $ (17 )
Cash Flow from Operating Activities
During the year ended July
31, 2022, net cash used in operating activities was $206,390, compared to $74,248 for the year ended July 31, 2021. The increase in net
cash used in operating activities was mainly due to the increase in net loss offset
by a decrease in accounts payable and accrued liabilities, prepaid expenses and an increase in prepaid management fees.
Cash Flow from Investing Activities
During the years ended July
31, 2022, and 2021, we had no cash flow from investing activities.
Cash Flow from Financing Activities
During the year ended July
31, 2022, net cash provided by financing activities was $211,439, compared to $74,231 for the year ended July 31, 2021. The increase in
net cash provided by financing activities was mainly due to the increase 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 (PCAOB ID 2851) F-2
Statements of Operations for the years ended July 31, 2022 and 2021 F-4
Statements of Cash Flows for the years ended July 31, 2022 and 2021 F-6
Notes to Financial Statements F-7
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, 2022 and 2021, the related statements of operations, stockholders’
deficit, and cash flows for the years ended July 31, 2022 and 2021, 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, 2022 and 2021, and the results of its operations and its cash flows for
the years ended July 31, 2022 and 2021, in conformity with the U.S. generally accepted accounting principles.
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.
Critical Audit Matters
Critical audit matters are matters arising from the current-period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ KCCW Accountancy Corp.
We have served as the Company’s
auditor since 2017.
Diamond Bar, California
October 29, 2022
TIANCI INTERNATIONAL, INC.
BALANCE SHEETS
ASSETS
Current Assets
Prepaid compensation 11,500 –
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 50,499 $ 9,896
Commitments and Contingencies – –
SHAREHOLDERS' DEFICIT
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 22,250 $ 17,951
The accompanying notes are an integral part
of these financial statements.
TIANCI INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
Year Ended
Revenues $ – $ –
Operating Expenses
Other Income (Expense)
Other expenses – (11,381 )
Total Other Income (Expense) – (11,381 )
Provision for income taxes – –
Basic and diluted loss per common share $ (0.10 ) $ (0.03 )