Tianci International Files 10-Q for Oct 2024

TL;DR

Tianci Intl 10-Q filed. Financials for Oct 31, 2024 period out.

AI Summary

Tianci International, Inc. filed its 10-Q for the period ending October 31, 2024. The company, formerly known as Steampunk Wizards, Inc. and Freedom Petroleum Inc., is involved in computer communications equipment. The filing details financial information for the quarter and year-to-date periods, including preferred stock and common share data.

Why It Matters

This filing provides investors with the latest financial performance and operational details for Tianci International, Inc., crucial for understanding its current business standing.

Risk Assessment

Risk Level: low — This is a routine quarterly filing with no immediate red flags or significant new disclosures.

Key Players & Entities

• Tianci International, Inc. (company) — Filer of the 10-Q
• Steampunk Wizards, Inc. (company) — Former name of Tianci International, Inc.
• Freedom Petroleum Inc. (company) — Former name of Tianci International, Inc.
• October 31, 2024 (date) — End of the reporting period

FAQ

Key Financial Figures

• $350,000 — r common stock and paid a cash price of $350,000 (the "Share Exchange"). Pursuant to the

Filing Documents

• tianci_i10q-103124.htm (10-Q) — 598KB
• tianci_31a1.htm (EX-31) — 7KB
• tianci_32a1.htm (EX-32) — 3KB
• 0001683168-24-008545.txt ( ) — 3960KB
• ciit-20241031.xsd (EX-101.SCH) — 35KB
• ciit-20241031_cal.xml (EX-101.CAL) — 38KB
• ciit-20241031_def.xml (EX-101.DEF) — 157KB
• ciit-20241031_lab.xml (EX-101.LAB) — 263KB
• ciit-20241031_pre.xml (EX-101.PRE) — 247KB
• tianci_i10q-103124_htm.xml (XML) — 477KB

Financial Information

Part I. Financial Information Page No. Item 1.

Financial Statements (unaudited)

Financial Statements (unaudited) : 3 Condensed Balance Sheets – October 31, 2024 (Unaudited) and July 31, 2024 3 Consolidated Statements of Operations (Unaudited) - for the Three Months Ended October 31, 2024 and 2023 4 Condensed Statement of Changes in Stockholders' Equity (Unaudited) for the Three Months Ended October 31, 2024 and 2023 5 6

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 7 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 27 Item 4.

Controls and Procedures

Controls and Procedures 27

Other Information

Part II. Other Information Item 1.

Legal Proceedings

Legal Proceedings 29 Item 1A.

Risk Factors

Risk Factors 29 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Mine Safety Disclosures 29 Item 5. Other Information 29 Item 6. Exhibits 29

– FINANCIAL

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (EXPRESSED IN UNITED STATES DOLLARS) October 31, July 31, 2024 2024 (Unaudited) ASSETS Current assets: Cash $ 323,793 $ 413,129 Prepaid expense 1,040 1,820 Deferred offering costs 569,481 495,356 Total current assets 894,314 910,305 Other assets: Lease security deposit 1,656 1,656 Total non-current assets 1,656 1,656 TOTAL ASSETS $ 895,970 $ 911,961 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Income taxes payable $ 64,393 $ 62,204 Due to related parties 2,271 2,271 Accrued liabilities and other payables 131,244 57,476 Total current liabilities 197,908 121,951 Total liabilities 197,908 121,951 Commitments and contingencies – – Stockholders' equity (deficit): Series A Preferred stock, $ 0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of October 31, 2024 and July 31, 2024 – – Series B Preferred stock, $ 0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of October 31, 2024 and July 31, 2024 8 8 Undesignated preferred stock, $ 0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding – – Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 14,781,803 shares issued and outstanding as of October 31, 2024 and July 31, 2024 1,478 1,478 Additional paid-in capital 962,416 962,416 Accumulated deficit ( 315,127 ) ( 222,071 ) Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC. 648,775 741,831 Non-controlling interest 49,287 48,179 Total stockholders' equity 698,062 790,010 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 895,970 $ 911,961 The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. 3 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED INTERIM

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. The Company is a holding company. As of July 31, 2024, the Company had one operating subsidiary, Roshing International Co., Limited ("Roshing"). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company's fiscal year end is July 31. On February 13, 2023, the Company incorporated a wholly owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles. Reorganization On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United Group Limited ("RQS United") and RQS Capital Limited ("RQS Capital"), which was the sole shareholder of RQS United (the "Exchange Agreement"). RQS United owns 90 % of the equity in Roshing International Co., Limited ("Roshing"), which is engaged in the business of providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the "Share Exchange"). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. As a result of the Share Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholde

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) Results of the three months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2025 or any other future periods. Principles of consolidation The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial Actual results could differ from these good faith estimates and judgments. Foreign currency translation and transactions The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations. Cash and Cash Equivalents Cash and cash equivalents consist primarily of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in United States and Hong Kong. Accounts receivable, net Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regu

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) The accounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follow: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. Financial instruments included in current assets and current liabilities (such as cash, accounts receivable, due from related party, accounts payable, and due to related parties) are reported in the consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization. Revenue recognition The Company follows the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606. This standard requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Co

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading. The Company's evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis. b. Electronic Device Hardware Components Products Sales The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company's products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and ass

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) e. Software Maintenance and Business Promotion Services The Company provides software maintenance services to keep customers' software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. f. Business Consulting Services The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities. Cost of revenues For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company's service vendor. Advertising costs Advertising costs amounted to $ 0 for the three months ended October 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses. Operating leases Effective August 1, 2022, the Company adopted FASB ASU 2016-02, "Leases" (Topic 842), and elected the practical expedients that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any exp

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements Three Months Ended October 31,2024 (Unaudited) Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or t

View Full Filing

View this 10-Q filing on SEC EDGAR