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, 2148. 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. The then current directors and officers also forgave all debts owed by the Company to them and their affiliates.











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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, 2022, the Company had working capital deficit of $280,204 and has incurred losses since its inception resulting in an accumulated deficit of $1,757,471. 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.









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Results of Operations



The following table provides selected financial data about our Company as of
October 31, 2022 and July 31, 2022 and for the three months ended October 31,
2022 and 2021.



Balance Sheet Data



                         October 31,       July 31,
                            2022             2022         Change

Cash                    $       8,650     $    9,000     $    (350 )
Total assets                    9,650         22,250       (12,600 )
Total liabilities             289,854        245,387        44,467
Stockholders' deficit   $    (280,204 )   $ (223,137 )   $ (57,067 )

Summary Income Statement Data





Three Months Ended October 31, 2022, Compared to Three Months Ended October 31,
2021



                             Three Months Ended
                                 October 31,
                              2022          2021       Change
Net Revenue                $        -     $      -     $     -
Total Operating Expenses       57,067       47,146       9,921
Loss From Operations           57,067       47,146       9,921
Net Loss                   $   57,067     $ 47,146     $ 9,921

Revenue. During the three months ended October 31, 2022, and 2021, we did not generate any revenues.

Operating Expenses. Operating expenses were $57,067 and $47,146 for the three months ended October 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 the increase in executive compensation.

Loss from Operations. For the three months ended October 31, 2022, and 2021, we incurred a loss from operations of $57,067 and $47,146, 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, 2022, and 2021, we incurred a net loss of $57,067 and $47,146, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.











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Liquidity and Capital Resources





Working Capital



                                October 31,       July 31,
                                   2022             2022         Change
Current Assets                 $       9,650     $   22,250     $ (12,600 )
Current Liabilities                  289,854        245,387        44,467
Working Capital (Deficiency)   $    (280,204 )   $ (223,137 )   $ (57,067 )

As of October 31, 2022, we had working capital deficit of $280,204 as compared to 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



                                            Three Months Ended
                                                October 31,
                                            2022          2021

Cash used in operating activities $ (16,417 ) $ (20,502 ) Cash provided by investing activities

             -             -

Cash provided by financing activities 16,067 16,551 Net change in cash and cash equivalents $ (350 ) $ (3,951 )

Cash Flow from Operating Activities

During the three months ended October 31, 2022, net cash used in operating activities was $16,417, compared to $20,502 for the three months ended October 31, 2021. The decrease in net cash used in operating activities was mainly due to the decrease in prepaid compensation offset by the increase in net loss.

Cash Flow from Investing Activities

During the three months ended October 31, 2022 and 2021, we had no cash flow from investing activities.

Cash Flow from Financing Activities

During the three months ended October 31, 2022, net cash provided by financing activities was $16,067, compared to $16,551 for the three months ended October 31, 2021. The decrease in net cash provided by financing activities was mainly due to the decrease in proceeds from related parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.





Critical Accounting Policies


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.







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