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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2021

Or

☐ TRANSITION REPORT UNDER 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)

 

Nevada   45-5540446
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

No. A1111, Huafeng Financial Port, 1003, Xin’an Sixth Road, Bao’an District, Shenzhen, Guangdong Province

P.R.C

   
(Address of principal executive offices)   (Zip Code)

 

+86-13926561348
(Registrant’s telephone number, including area code)
 

No. 45-2, Jalan USJ 21/10

Subang Jaya 47640

Selangor Darul Ehsan, Malaysia

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

  ☒ YES ☐ NO          

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

  ☒ YES ☐ NO          

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

  ☐ YES ☐ NO          

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

2,450,148 shares of common stock issued and outstanding as of December 8, 2020.

 

 

 

     

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this quarterly 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 section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Quarterly Report on Form 10-Q 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.

 

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

 

All references in this Form 10-Q to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

TABLE OF CONTENTS

 

 

 

PART I - FINANCIAL INFORMATION 3
Item 1.       Financial Statements 3
Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3.       Quantitative and Qualitative Disclosures About Market Risk 14
Item 4.       Controls and Procedures 14
   
PART II - OTHER INFORMATION 16
Item 1.       Legal Proceedings 16
Item 1A.   Risk Factors 16
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3.       Defaults Upon Senior Securities 16
Item 4.       Mine Safety Disclosures 16
Item 5.       Other Information 16
Item 6.       Exhibits 18
SIGNATURES 19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  2  

 

 

PART I - FINANCIAL INFORMATION

 

  Item 1. Financial Statements

 

TIANCI INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

                 
    October 31,     July 31,  
    2021     2021  
ASSETS                
Current Assets                
Cash   $ –     $ 3,951  
Prepaid expenses     10,500       14,000  
Total Current Assets     10,500       17,951  
                 
TOTAL ASSETS   $ 10,500     $ 17,951  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT                
Current Liabilities                
Accounts payable and accrued liabilities   $ 33,040     $ 9,896  
Due to related parties     –       333,165  
Total Current Liabilities     33,040       343,061  
                 
Total Liabilities     33,040       343,061  
                 
Commitments and Contingencies     –       –  
                 
SHAREHOLDERS' DEFICIT                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding     –       –  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,450,148 shares issued and outstanding     245       245  
Additional paid-in capital     1,477,022       1,127,306  
Accumulated deficit     (1,499,807 )     (1,452,661 )
Total Shareholders' Deficit     (22,540 )     (325,110 )
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 10,500     $ 17,951  

 

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

 

 

 

  3  

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

                 
    Three Months Ended  
    October 31,  
    2021     2020  
             
Revenues   $ –     $ –  
                 
Operating Expenses                
General administrative expenses     30,696       123  
Professional fees     16,450       14,688  
Total Operating Expenses     47,146       14,811  
                 
Loss from Operations     (47,146 )     (14,811 )
                 
Loss before Income Taxes     (47,146 )     (14,811 )
Provision for income taxes     –       –  
Net Loss   $ (47,146 )   $ (14,811 )
                 
Basic and diluted loss per common share   $ (0.02 )   $ (0.01 )
Basic and diluted weighted average common shares outstanding     2,450,148       2,525,199  

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  4  

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

For the Three Months Ended October 31, 2021

 

                                         
    Common Stock     Additional           Total  
   

Number of

Shares

    Amount    

Paid-in

Capital

   

Accumulated

Deficit

   

Shareholders’

Deficit

 
                               
Balance – July 31, 2021     2,450,148     $ 245     $ 1,127,306     $ (1,452,661 )   $ (325,110 )
Debt forgiveness by related parties     –       –       349,716       –       349,716  
Net loss for the period     –       –       –       (47,146 )     (47,146 )
Balance – October 31, 2021     2,450,148     $ 245     $ 1,477,022     $ (1,499,807 )   $ (22,540 )

 

For the Three Months Ended October 31, 2020

 

    Common Stock     Additional           Total  
   

Number of

Shares

    Amount    

Paid-in

Capital

   

Accumulated

Deficit

   

Shareholders’

Deficit

 
                               
Balance – July 31, 2020     4,751,718     $ 475     $ 1,127,076     $ (1,378,277 )   $ (250,726 )
Cancellation of common shares     (2,301,570 )     (230 )     230       –       –  
Net loss for the period     –       –       –       (14,811 )     (14,811 )
Balance – October 31, 2020     2,450,148     $ 245     $ 1,127,306     $ (1,393,088 )   $ (265,537 )

 

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

 

 

 

 

  5  

 

 

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

                 
    Three Months Ended  
    October 31,  
    2021     2020  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (47,146 )   $ (14,811 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Changes in operating assets and liabilities:                
Prepaid expenses     3,500       3,000  
Accounts payable and accrued liabilities     23,144       723  
Net cash used in operating activities     (20,502 )     (11,088 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from related parties     17,753       11,088  
Repayment to related parties     (1,202 )     –  
Net cash provided by financing activities     16,551       11,088  
                 
Net change in cash     (3,951 )     –  
Cash - beginning of period     3,951       3,968  
Cash - end of period   $ –     $ 3,968  
                 
Supplemental Cash Flow Disclosures                
Cash paid for interest   $ –     $ –  
Cash paid for income taxes   $ –     $ –  
                 
Non-cash financing and investing activities                
Cancellation of common shares   $ –     $ 230  
Debt forgiveness by related parties   $ 349,716     $ –  

 

The accompanying notes are an integral part of these unaudited condensed financial statement

 

 

 

  6  

 

 

TIANCI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 - 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.

 

Change of control

 

Effective August 6, 2021, Tianci International, Inc., Chuah Su Mei, the Company’s 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. The sale of the Shares consummated on August 26, 2021. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company.

 

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. 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, Zhigang Pei was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and Director and two directors and three independent directors were also appointed to serve until the next annual meeting of stockholders of the Company.

 

NOTE 2 – GOING CONCERN MATTERS

 

As of October 31, 2021, the Company had nil in cash held in trust. The Company had incurred a net loss of $47,146 and used $20,502 in cash for operating activities for the three months ended October 31, 2021.

 

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.

 

 

 

  7  

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2021, filed on October 25, 2021.

 

The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

 

Results of the three months ended October 31, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2022 and any other future periods.

 

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 $0 and $3,951 in cash and cash equivalents as of October 31, 2021 and July 31, 2021, respectively.

 

Fair Value Measurements

 

The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities.

  

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's condensed financial statements.

 

 

 

  8  

 

 

NOTE 4 – DUE TO RELATED PARTIES

 

During the three months ended October 31, 2021 and 2020, a former shareholder of the Company advanced $17,753 and $11,088 for working capital purpose, respectively.

 

During the three months ended October 31, 2021 and 2020, the Company repaid $1,202 and $0 due to a former shareholder of the Company, respectively.

 

On August 26, 2021 and pursuant to the Stock Purchase Agreement dated on August 6, 2021 (see Note 1 - Change of control), Chuah Su Mei, the Company’s former Chief Executive Officer, President and Director and all other former officers forgave all amounts due to them from the Company. In regard to this forgiveness, the Company recognized debt forgiveness by related parties of $349,716 as additional paid-in-capital.

 

As of October 31, 2021, and July 31, 2021, the Company owed $0 and $333,165, respectively, to related parties. This loan was non-interest bearing and due on demand.

 

During the three months ended October 31, 2021, the Company accrued $30,600 for the compensation of its CEO and five directors.

 

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 October 31, 2021 and July 31, 2021.

 

Common Stock

 

The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.

 

As of October 31, 2021, and July 31, 2021, there were 2,450,148 shares of common stock issued and outstanding.

 

NOTE 6- 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 October 31, 2021 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.”

 

 

 

 

 

 

 

  9  

 

 

  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

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. A1111, Huafeng Financial Port, 1003, Xin’an Sixth Road, Bao’an District, Shenzhen, Guangdong Province, P.R.C. Our telephone number is +86-13926561348.

 

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. The then current directors and officers also forgave all debts owed by the Company to them and their affiliates.

 

 

 

  10  

 

 

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
Zhigang Pei Chief Executive Officer, Chief Financial Officer, Secretary and Director
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.

 

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 October 31, 2020, the Company had working capital deficit of $265,537 and has incurred losses since its inception resulting in an accumulated deficit of $1,393,088. 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.

 

 

 

  11  

 

 

Results of Operations

  

The following table provides selected financial data about our Company as of October 31, 2021 and July 31, 2021 and for the three months ended October 31, 2021 and 2020.

 

Balance Sheet Data

 

    October 31,     July 31,        
    2021     2021     Change  
                   
Cash   $ –     $ 3,951     $ (3,951 )
Total assets   $ 10,500     $ 17,951     $ (7,451 )
Total liabilities   $ 33,040     $ 343,061     $ (310,021 )
Stockholders' deficit   $ (22,540 )   $ (325,110 )   $ 302,570  

 

Summary Income Statement Data

 

Three Months Ended October 31, 2021, Compared to Three Months Ended October 31, 2020

 

    Three Months Ended        
    October 31,        
    2021     2020     Change  
Net Revenue   $ –     $ –     $ –  
Total Operating Expenses     47,146       14,811       32,335  
Loss From Operations     47,146       14,811       32,335  
Net Loss   $ 47,146     $ 14,811     $ 32,335  

 

Revenue. During the three months ended October 31, 2021, and 2020, we did not generate any revenues.

 

Operating Expenses. Operating expenses were $47,146 and $14,811 for the three months ended October 31, 2021 and 2020, respectively. Operating expenses mainly consisted of executive compensation, professional fees and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.

 

Loss from Operations. For the three months ended October 31, 2021, and 2020, we incurred a loss from operations of $47,146 and $14,811, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

 

Net Loss. For the three months ended October 31, 2021, and 2020, we incurred a net loss of $47,146 and $14,811, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

 

 

 

  12  

 

 

Liquidity and Capital Resources

 

Working Capital

  

    October 31,     July 31,        
    2021     2021     Change  
Current Assets   $ 10,500     $ 17,951     $ (7,451 )
Current Liabilities     33,040       343,061       (310,021 )
Working Capital (Deficiency)   $ (22,540 )   $ (325,110 )   $ 302,570  

 

As of October 31, 2021, we had a working capital deficit of $22,540 as compared to $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.

 

Cash Flows

 

    Three Months Ended  
    October 31,  
    2021     2020  
Cash used in operating activities   $ (20,502 )   $ (11,088 )
Cash provided by investing activities   $ –     $ –  
Cash provided by financing activities   $ 16,551     $ 11,088  
Net change in cash and cash equivalents   $ (3,951 )   $ –  

 

Cash Flows from Operating Activities

 

During the three months ended October 31, 2021, net cash used in operating activities was $20,502, compared to $11,088 for the three months ended October 31, 2020. The increase in net cash used in operating activities was mainly due to the increase in net loss offset by an increase in accounts payables and accrued liabilities.

 

Cash Flows from Investing Activities

 

During the three months ended October 31, 2021 and 2020, we had no cash flow from investing activities.

 

Cash Flows from Financing Activities

 

During the three months ended October 31, 2021, net cash provided by financing activities was $16,551, compared to $11,088 for the three months ended October 31, 2020. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.

 

 

 

  13  

 

 

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 3. 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 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

 

 

  14  

 

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

 

  · Because of the company’s limited resources, there are limited controls over information processing.

 

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

 

  · The Company does not have a sitting audit committee financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

 

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

 

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

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended October 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  15  

 

 

PART II - OTHER INFORMATION

 

  Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

  Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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

 

None.

 

  Item 3. Defaults Upon Senior Securities

 

None.

 

  Item 4. Mine Safety Disclosures

 

Not Applicable.

 

  Item 5. Other Information

 

Employment Agreement with Zhigang Pei

 

On August 27, 2021, we entered into an Employment Agreement with Zhigang Pei (the “Pei Employment Agreement”), our director and sole executive officer whereby Mr. Pei agreed to serve our Executive Director at a monthly rate of $3,800. The Pei Employment Agreement expires on August 26, 2024, unless earlier terminated by death, resignation or removal.

 

We are entitled to terminate the Pei Employment Agreement for “cause” without notice or remuneration (unless otherwise required by law) if: (i) the executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; (ii) the executive has been grossly negligent or acted dishonestly to the detriment of the Company; (iii) the executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the executive is afforded a reasonable opportunity to cure such failure; or (iv) the Executive violates the provisions relating to confidentiality, non-competition and non-solicitation of the Pei Employment Agreement. Upon a termination for “cause,” Pei shall not be entitled to any severance or other benefits under the Pei Employment Agreement but shall be entitled to receive accrued base salary.

 

 

 

  16  

 

 

If the Pei Employment Agreement is terminated due to the executive’s death or disability, the executive shall be entitled to receive accrued base salary.

 

If the Pei Employment Agreement is terminated due to a change in control, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive.

 

If the Pei Employment Agreement is terminated by the executive due to (1) a material reduction in the executive’s authority, duties and responsibilities, or (2) a material reduction in the executive’s annual salary, the executive will receive a lump sum payment equal to 12 months of base salary.

 

The foregoing description of the Pei Employment Agreement is qualified in its entirety by reference to the Pei Employment Agreement, which is filed as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.

 

Director Retainer Agreements with Our Independent Directors

 

On August 27, 2021, each of our two directors Shufang Gao, David Wei Fang and three independent directors Jack Fan Liu, Yee ManYung and Jimmy Weiyu Zhu entered into a Director Retainer Agreement agreeing to serve on our Board of Directors for monthly compensation of USD 3800 for each director and USD 1300 for each independent director, respectively. The Director Retainer Agreements contain normal and customary terms including provisions relating to indemnification and confidentiality. A form of the Director Retainer Agreement is filed as Exhibit 10.2 to this Quarterly Report and incorporated herein by reference.

 

  

 

 

 

 

 

 

 

 

 

 

  17  

 

 

Item 6. Exhibits

 

Exhibit

Number

  Description of Exhibit
3.1   Articles of Incorporation (1)
3.2   Articles of Amendment (2)
3.3   Bylaws (1)
4.1   Form of common stock certificate (1)
4.2   Description of Securities (3)
10.1*   Employment Agreement, dated August 27,2021, by and between Zhigang Pei and Tianci International, Inc.
10.2*   Form of Director Retainer Agreement
14.1   Code of Ethics (4)
14.2   Insider Trading Policy (5)
14.3   Disclosure Policy (5)
31.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99.1   Pre-Approval Procedures (6)
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

______ 

* Filed herewith.

(1) Incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012.

(2) Incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015.

(3) Incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K filed on October 10, 2020.

(4) Incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013.

(5) Incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015.

(6) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2015

 

 

 

 

 

 

 

 

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SIGNATURES

 

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

 

    TIANCI INTERNATIONAL, INC.
    (Registrant)
Dated:  December 14, 2021   /s/ Zhigang Pei
    Zhigang Pei
    Chief Executive Officer, Chief Financial Officer, Secretary and Director
    (Principal Executive Officer)
     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  19  

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