Overview; Termination of Shell Company Status

From October 2016 until March 3, 2023 Tianci was a shell company, as defined in Rule 12b-2 under the Exchange Act. It had no subsidiaries and no business operations. On March 3, 2023, however, we acquired the outstanding capital stock of RQS United Group Limited ("RQS United"). RQS United owns 90% of the capital stock of Roshing International Co., Ltd. ("Roshing"), an operating company. As a result of the acquisition, we ceased to be a shell company.

Roshing was incorporated on June 22, 2011 and is engaged in the sale of components to manufacturers of electronic devices as well as development of software and websites, technical consulting, and providing maintenance support on customized software. Roshing's business is primarily carried out in Hong Kong, although it realizes a substantial portion of its software development and related services revenue in Singapore.

For information regarding the business carried on by Roshing, including the consolidated financial results of RQS United for the past two fiscal years and subsequent interim period, please see the Current Report on Form 8-K filed by Tianci on March 6, 2023.





Results of Operations



The following table provides selected financial data about Tianci as of January
31, 2023 and July 31, 2022 and for the six months ended January 31, 2023 and
2022.



Balance Sheet Data



                         January 31,       July 31,
                            2023             2022          Change

Cash                    $      13,164     $    9,000     $    4,164
Total assets                   13,414         22,250         (8,836 )
Total liabilities             374,837        245,387        129,450
Stockholders' deficit   $    (361,423 )   $ (223,137 )   $ (138,286 )

Summary Income Statement Data





Three Months Ended January 31, 2023, Compared to Three Months Ended January 31,
2022



                              Three Months Ended
                                  January 31
                              2023          2022         Change
Net Revenue                $        -     $       -     $       -
Total Operating Expenses      105,219        57,957        47,262
Loss From Operations         (105,219 )     (57,957 )     (47,262 )
Net Loss                   $ (105,219 )   $ (57,957 )   $ (47,262 )








  9

Revenue. During the three months ended January 31, 2023, and 2022, we did not generate any revenues.

Operating Expenses. Operating expenses were $105,219 and $57,957 for the three months ended January 31, 2023 and 2022, respectively. Operating expenses mainly consisted of professional fees, executive compensation and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in accounting and legal related professional fees.

Loss from Operations. For the three months ended January 31, 2023, and 2022, we incurred a loss from operations of $105,219 and $57,957, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Net Loss. For the three months ended January 31, 2023, and 2022, we incurred a net loss of $105,219 and $57,957, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Six Months Ended January 31, 2023, Compared to Six Months Ended January 31, 2022





                               Six Months Ended
                                  January 31,
                              2023           2022         Change
Net Revenue                $        -     $        -     $       -
Total Operating Expenses      162,286        105,103        57,183
Loss From Operations         (162,286 )     (105,103 )     (57,183 )
Other Expenses                      -              -             -
Net Loss                   $ (162,286 )   $ (105,103 )   $ (57,183 )

Revenue. During the six months ended January 31, 2023, and 2022, we did not generate any revenues.

Operating Expenses. Operating expenses were $162,286 and $105,103 for the six months ended January 31, 2023 and 2022, 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 accounting and legal related professional fees.

Loss from Operations. For the six months ended January 31, 2023, and 2022, we incurred a loss from operations of $162,286 and $105,103, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other expenses. For the six months ended January 31, 2023, and 2022, we did not incur any other expenses. Other expenses consisted of an income tax penalty.

Net Loss. For the six months ended January 31, 2023, and 2022, we incurred a net loss of $162,286 and $105,103, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.









  10

Liquidity and Capital Resources





Working Capital



                                January 31,       July 31,
                                   2023             2022          Change
Current Assets                 $      13,414     $   22,250     $    8,836 )
Current Liabilities                  374,837        245,387        129,450
Working Capital (Deficiency)   $    (361,423 )   $ (223,137 )   $ (138,286 )

As of January 31, 2023, we had a working capital deficit of $361,423 as compared to a working capital deficit of $223,137 as of July 31, 2022. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities and due to related parties.





Cash Flows



                                             Six Months Ended
                                                January 31,
                                            2023          2022

Cash used in operating activities $ (75,857 ) $ (98,309 ) Cash provided by investing activities

             -             -

Cash provided by financing activities 80,021 94,358 Net change in cash and cash equivalents $ 4,164 $ (3,951 )

Cash Flow from Operating Activities

During the six months ended January 31, 2023, net cash used in operating activities was $75,857, compared to $98,309 for the six months ended January 31, 2022. The decrease in net cash used in operating activities was mainly due to the increase in accounts payable and accrued liabilities offset by the increase in net loss.

Cash Flow from Investing Activities

During the six months ended January 31, 2023 and 2022, we had no cash flow from investing activities.









  11

Cash Flow from Financing Activities

During the six months ended January 31, 2023, net cash provided by financing activities was $80,021, compared to $94,358 for the six months ended January 31, 2022. The decrease in net cash provided by financing activities was mainly due to the decrease in proceeds from related parties offset by cash received from the sale of preferred shares.

On January 27, 2023, we sold 80,000 shares of Series A Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $24,000, which was contributed to our capital on behalf of RQS Capital Limited by members of its management. Each share of Series A Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. The holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. The Series A Preferred Stock purchased by RQS Capital Limited helds 76.55% of the aggregate voting power of the Company on January 27, 2023. As a result of its ownership of the Series A Shares, RQS Capital holds a controlling interest in the Company.

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, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.





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.

Impact of Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on the Corporation's financial position or results of operations.

© Edgar Online, source Glimpses