Core Insights - Tianci International, Inc. reported its financial results for the fiscal year ending July 31, 2025, highlighting significant developments in its operations [1] Financial Performance - The company raised net proceeds of $5,217,937 from a public offering of 1,750,000 shares of common stock [1]

Fiscal Year 2025 Financial Results Overview [Highlights of Fiscal Year 2025](index=1&type=section&id=Fiscal%20Year%202025%20Highlights) Tianci International reported 8% logistics revenue growth but a $2.69 million net loss due to higher costs and Nasdaq listing expenses, prompting a strategic shift - Revenue from logistics operations increased by **8% in FY2025**[3](index=3&type=chunk) - Cost of revenue increased by **17%** from FY2024 to FY2025, leading to a decrease in gross profit margin from **12.24% to 4.85%**[3](index=3&type=chunk) - Operating expenses increased from **$886,876 in fiscal year 2024 to $3,158,038 in fiscal year 2025**, primarily due to transactions related to the Company's listing on Nasdaq[7](index=7&type=chunk) - The Company incurred a net loss of **$2,686,357 in fiscal 2025**, after recording net income of $110,320 in fiscal 2024[7](index=7&type=chunk) - The Company intends to reorient its focus towards long-distance shipping lines, which generally produce higher profit margins, and is accumulating inventory for global commodity trade[4](index=4&type=chunk) - Completed a public offering of **1,750,000 common shares** for net proceeds of **$5,217,937**, resulting in working capital of **$2,906,601** at July 31, 2025[5](index=5&type=chunk)[7](index=7&type=chunk) - The Company's common stock was listed for trading on the Nasdaq Capital Market[7](index=7&type=chunk) [About Tianci International, Inc.](index=1&type=section&id=About%20Tianci%20International%2C%20Inc.) Tianci International, through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, operating under an asset-light model across Asia-Pacific - Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping[6](index=6&type=chunk) - Operates under an asset-light model, with logistics solutions tailored for customers across the Asia-Pacific, including Japan, South Korea, and Vietnam[6](index=6&type=chunk) - Generates revenue from the sale of electronic parts and business consulting services in addition to logistics[6](index=6&type=chunk) - Company's mission is to provide customers with efficient, reliable, and safe shipping services that create value[6](index=6&type=chunk) Financial Statements [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of July 31, 2025, total assets significantly increased to $3.15 million, driven by cash and lease assets, while stockholders' equity rose to $2.99 million from public offerings despite an accumulated deficit | Item | July 31, 2025 | July 31, 2024 | Change (YoY) | | :-------------------------------- | :-------------- | :-------------- | :------------- | | **ASSETS** | | | | | Total current assets | $3,003,252 | $910,305 | +230% | | Total non-current assets | $142,719 | $1,656 | +8511% | | **TOTAL ASSETS** | **$3,145,971** | **$911,961** | **+245%** | | **LIABILITIES** | | | | | Total current liabilities | $97,651 | $121,951 | -20% | | Total liabilities | $159,054 | $121,951 | +30% | | **STOCKHOLDERS' EQUITY** | | | | | Total stockholders' equity | $2,986,917 | $790,010 | +278% | - Cash increased significantly from **$413,129 in 2024 to $2,405,352 in 2025**[12](index=12&type=chunk) - Additional paid-in capital surged from **$962,416 in 2024 to $5,845,505 in 2025**, reflecting capital raised from public offerings[12](index=12&type=chunk) - Accumulated deficit increased from **$(222,071) in 2024 to $(2,862,860) in 2025**[12](index=12&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2025, Tianci International reported an 8% revenue increase to $9.28 million, but a 16.8% rise in cost of revenues and a 256% surge in operating expenses led to a $2.69 million net loss, reversing the prior year's net income | Item | 2025 | 2024 | Change (YoY) | | :------------------------------------- | :----------- | :----------- | :------------- | | Total Operating Revenues | $9,282,997 | $8,617,265 | +8% | | Total Cost of Revenues | $8,832,874 | $7,562,086 | +16.8% | | Gross profit | $450,123 | $1,055,179 | -57.4% | | Total operating expenses | $3,158,038 | $886,876 | +256% | | Income (loss) from operations | $(2,707,915) | $168,303 | N/A (loss from income) | | Net income (loss) | $(2,686,357) | $110,320 | N/A (loss from income) | | Net income (loss) attributable to TIANCI INTERNATIONAL, INC. | $(2,640,789) | $54,450 | N/A (loss from income) | | Basic and diluted Income (loss) per common share | $(0.17) | $0.01 | N/A (loss from income) | - Global logistics services revenue increased from **$8,320,402 in 2024 to $9,006,407 in 2025**[14](index=14&type=chunk) - General and administrative expenses significantly increased from **$520,884 in 2024 to $2,927,260 in 2025**, contributing to the net loss[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In fiscal year 2025, Tianci International experienced a significant net cash outflow of $(3.23) million from operating activities, offset by a substantial $5.22 million inflow from financing activities, primarily public offerings, resulting in a net cash increase of $1.99 million and an ending cash balance of $2.41 million | Item | 2025 | 2024 | Change (YoY) | | :------------------------------------- | :----------- | :----------- | :------------- | | Net cash (used in) provided by operating activities | $(3,225,714) | $112,740 | N/A (outflow from inflow) | | Net cash provided by financing activities | $5,217,937 | $44,047 | +11744% | | Net increase in cash | $1,992,223 | $156,787 | +1171% | | Cash, ending | $2,405,352 | $413,129 | +482% | - Net loss of **$(2,686,357)** was a primary factor for the negative operating cash flow[17](index=17&type=chunk) - Proceeds received from public or private offerings totaled **$5,439,333 in 2025**, significantly boosting financing cash flow[17](index=17&type=chunk) Additional Information [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to known and unknown risks and uncertainties, where actual results may differ materially from expectations, and the Company disclaims any obligation to update them unless legally required - Forward-looking statements involve known and unknown risks and uncertainties, based on current expectations and projections[8](index=8&type=chunk) - Actual results may differ materially from anticipated results[8](index=8&type=chunk) - The Company undertakes no obligation to update or revise publicly any forward-looking statements, except as may be required by law[8](index=8&type=chunk) - Investors are encouraged to review other factors that may affect future results discussed in the Company's filings with the U.S. Securities and Exchange Commission[8](index=8&type=chunk) [Investor and Media Inquiries](index=2&type=section&id=Investor%20and%20Media%20Inquiries) For investor and media inquiries, contact Tianci International, Inc. Investor Relations via email, and refer to the audited financial statements filed with the SEC on Form 10-K for further details - For investor and media inquiries, contact Tianci International, Inc. Investor Relations via email: ir@rqscapital.com[9](index=9&type=chunk) - Financial information should be read in conjunction with audited financial statements and notes filed on Form 10-K for the period ended July 31, 2025, available on www.sec.gov and www.tianci-ciit.com[9](index=9&type=chunk)

PART I [Item 1. Business Overview](index=4&type=section&id=Item%201.%20Business) Tianci International, Inc. primarily offers global logistics services through Roshing, focusing on ocean freight and mineral trade, with minor other revenues and global expansion plans - Tianci International, Inc. completed a reverse acquisition of RQS United Group Limited on March 6, 2023, transforming into a company primarily engaged in global logistics services through its subsidiary Roshing[13](index=13&type=chunk)[15](index=15&type=chunk)[274](index=274&type=chunk) - Roshing provides global logistics services, including ocean freight forwarding (container and bulk goods shipping) and related solutions, utilizing an asset-light strategy by chartering cargo space from suppliers[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - The company is launching a global mineral trade business, accumulating high-grade industrial metals inventory, and intends to integrate ore distribution with existing shipping operations for end-to-end supply chain solutions[18](index=18&type=chunk)[223](index=223&type=chunk) - Roshing's business is primarily conducted in Hong Kong and the Asia-Pacific region (Japan, South Korea, Vietnam), with strategic plans to expand services to other continents like South America and Africa[18](index=18&type=chunk)[221](index=221&type=chunk)[51](index=51&type=chunk) - Other revenue streams, including the sale of electronic parts, software technical services, and business consulting services, represent a small portion of total revenue[19](index=19&type=chunk)[51](index=51&type=chunk)[222](index=222&type=chunk) Employee Count by Function (As of July 31) | Function | 2025 | 2024 | 2023 | | :------------------------- | :--- | :--- | :--- | | Senior Management | 7 | 7 | 3 | | Human Resources and Admin | 1 | 1 | 1 | | Finance | 1 | 1 | 1 | | Sales and Marketing | 4 | 2 | 2 | | Procurement | 0 | 0 | 1 | | Technical | 0 | 0 | 2 | | **TOTAL** | **13** | **11** | **10** | [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks in global logistics from geopolitical instability, intense competition, and volatile market conditions, alongside operational and compliance challenges - Geopolitical conditions, trade barriers, and international hostilities significantly impact the maritime transportation industry, potentially reducing global trade and increasing costs, thereby adversely affecting the company's logistics business[60](index=60&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - The global logistics services industry is highly competitive, with larger firms possessing more resources, and failure to adapt to changing customer requirements or volatile market conditions could negatively impact margins and operating results[64](index=64&type=chunk)[67](index=67&type=chunk) - Roshing faces risks associated with shipment contents, potential product damage, transportation incidents, and contractual obligations with shipping suppliers, which could lead to financial costs, legal liability, and reputational damage[71](index=71&type=chunk)[75](index=75&type=chunk) - The company has a limited operating history, significant customer concentration (two customers accounted for **68.9% of revenue in FY2025**), and relies on a small number of employees, posing challenges to business growth and stability[95](index=95&type=chunk)[96](index=96&type=chunk) - Material weaknesses in internal control over financial reporting were identified, including inadequate segregation of duties and a lack of formal policies for reviewing significant accounting transactions, which could impair financial reporting and public disclosure[105](index=105&type=chunk)[109](index=109&type=chunk)[378](index=378&type=chunk)[383](index=383&type=chunk) - Operating primarily in Hong Kong exposes the company to risks from potential PRC government intervention, restrictions on fund transfers, changes in international trade policies, and the impact of the Hong Kong National Security Law, which could materially affect operations and stock value[124](index=124&type=chunk)[127](index=127&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - The company has incurred IRS penalties for failure to file certain foreign-owned U.S. corporation information, highlighting risks of non-compliance with tax obligations and potential adverse effects from changes in tax laws[165](index=165&type=chunk)[166](index=166&type=chunk)[170](index=170&type=chunk) [Item 1B. Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section states that there are no unresolved staff comments applicable to the company - The company has no unresolved staff comments[193](index=193&type=chunk) [Item 1C. Cybersecurity](index=38&type=section&id=Item%201C.%20Cybersecurity) Tianci International, Inc. has implemented a cybersecurity risk management program, overseen by its Board, with no material risks identified as of the filing date - The company has a cybersecurity risk management program integrated into its enterprise risk management, including risk assessment, a security team, external service providers, employee training, and an incident response plan[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The Board of Directors and its Audit Committee oversee cybersecurity risks, with the Corporate Controller reporting to the CEO/CFO and the Board on the program's effectiveness and any identified flaws[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - As of the filing date, no material risks from known cybersecurity threats have been identified that have affected operations, business strategy, results, or financial condition[198](index=198&type=chunk) [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) The company's principal executive office is located in Hong Kong under a rental agreement expiring in June 2027, deemed adequate for foreseeable operations - The principal executive office is located in Hong Kong, covering approximately **1,200 square feet**, under a rental service agreement expiring in June 2027[202](index=202&type=chunk) - Management believes the current leased property is sufficient for its operations in the foreseeable future[203](index=203&type=chunk) [Item 3. Legal Proceedings](index=39&type=section&id=Item%203.%20Legal%20Proceedings) Neither Tianci International nor its subsidiaries are currently party to any material pending legal proceedings - Neither Tianci International nor any of its subsidiaries are party to material pending legal proceedings[204](index=204&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[205](index=205&type=chunk) PART II [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities](index=40&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20And%20Issuer%20Purchases%20Of%20Equity%20Securities) The company's common stock is thinly traded on Nasdaq, with **16,531,803 shares outstanding** as of October 3, 2025, and no anticipated cash dividends, while an Equity Incentive Plan authorizes **7,000,000 common shares** for future issuance - The Company's common stock is quoted on the Nasdaq Capital Market under the symbol "CIIT" and is thinly traded, which may make it difficult for investors to sell shares[207](index=207&type=chunk)[208](index=208&type=chunk) - As of October 3, 2025, there were **16,531,803 shares of common stock outstanding** and **127 stockholders of record**[7](index=7&type=chunk)[209](index=209&type=chunk) - The company does not anticipate paying any cash dividends in the foreseeable future, intending to retain and use future earnings for business development and expansion[184](index=184&type=chunk)[210](index=210&type=chunk) Securities Authorized for Issuance Under Equity Compensation Plans (As of July 31, 2025) | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--------------------- | :-------------------------------------------------------------------------- | :------------------------------------------------------------------------ | :----------------------------------------------------------------------------------------- | | Approved by security holders | 0 | N.A. | 7,000,000 | | Not approved by security holders | 0 | N.A. | 0 | | **Total** | **0** | **N.A.** | **7,000,000** | - The company did not make any sale of unregistered securities or repurchase any shares of its common stock during the 4th quarter of fiscal year 2025[213](index=213&type=chunk)[214](index=214&type=chunk) [Item 6. Climate – Related Disclosure](index=41&type=section&id=Item%206.%20Climate%20%E2%80%93%20Related%20Disclosure) This section states that climate-related disclosures are not applicable to the company

Revenue and Profitability - Revenue from logistics operations decreased by $19,882, representing a decline due to weakened demand for international shipping services, while overall revenue increased by $7,869 to $1,948,215 in Q3 2025 compared to Q3 2024 [3][8]. - Gross profit fell significantly from $277,707 in Q3 2024 to $57,983 in Q3 2025, attributed to increased shipping costs in serviced regions [4][12]. - The net loss for Q3 2025 increased to $959,409 from $38,797 in Q3 2024, largely driven by elevated general and administrative expenses [8][12]. - For the nine months ended April 30, 2025, the net loss was $1,162,328 compared to a net income of $55,805 for the same period in 2024 [14]. Expenses and Costs - General and administrative expenses surged from $134,473 in Q3 2024 to $960,583 in Q3 2025, primarily due to costs associated with the public offering [5][12]. - Net cash used in operating activities was $2,000,182, a significant decrease from the net cash provided of $121,476 in the prior year [14]. - The company incurred deferred offering costs of $219,125, slightly lower than $245,000 in the previous year [14]. Financing and Capital - The company completed a public offering of 1,750,000 common shares, raising net proceeds of $5,217,937, resulting in working capital of $4,509,290 as of April 30, 2025 [6][8]. - Cash increased to $3,630,884 as of April 30, 2025, compared to $413,129 as of July 31, 2024 [11]. - The total stockholders' equity attributable to Tianci International, Inc. rose to $4,470,701 as of April 30, 2025, from $741,831 as of July 31, 2024 [11]. - Cash flows from financing activities resulted in a net cash increase of $5,217,937, compared to $268,213 in the previous year [14]. - The company raised $5,439,333 from public or private offerings during the nine months ended April 30, 2025, compared to $513,213 in the prior year [14]. Accounts and Cash Management - The ending cash balance as of April 30, 2025, was $3,630,884, up from $646,031 at the same time in 2024 [14]. - Accounts receivable increased by $166,752, compared to an increase of $82,021 in the prior year [14]. - Income taxes payable decreased by $51,920, contrasting with an increase of $22,023 in the previous year [14]. - The company reported a non-cash activity of $714,481 for deferred offering costs net against proceeds from public offerings [14]. - The company had a significant adjustment of $158,412 for warrants issuance to a consultant during the period [14]. Strategic Focus - The company plans to focus on long-distance shipping lines to improve profit margins as it grows [4]. - The company anticipates using a significant portion of its working capital to expand its market presence in logistics services [6].

Revenue Performance - Total revenue for the three months ended April 30, 2025, was $1,948,215, a slight increase of 0.4% compared to $1,940,346 for the same period in 2024[126] - For the nine months ended April 30, 2025, total revenue increased by 13.8% to $7,008,358 from $6,161,122 in 2024, driven by an expanding customer base[127] - Logistics service revenue accounted for 98% of total revenue for the three months ended April 30, 2025, and 96% for the nine months ended April 30, 2025, indicating a continued focus on logistics[128] Cost and Profitability - Cost of revenues for the three months ended April 30, 2025, increased by 11.5% to $1,890,232 from $1,695,639 in 2024[131] - For the nine months ended April 30, 2025, total cost of revenues rose by 24.3% to $6,641,966 from $5,343,534 in 2024, reflecting rising costs from logistics vendors[131] - The gross profit for the three months ended April 30, 2025, was $57,983, a decrease of 76% compared to $244,707 in 2024[124] - Gross profit decreased from $244,707 to $57,983 for the three months ended April 30, 2025, and from $817,588 to $366,392 for the nine months ended April 30, 2025[132] - Overall gross profit margin was 2.98% and 5.23% for the three and nine months ended April 30, 2025, down from 12.61% and 13.27% during the same periods in 2024[132] Losses and Expenses - Net loss attributable to the company for the three months ended April 30, 2025, was $947,987, a significant increase from a loss of $49,974 in 2024, representing a 1,797% change[124] - General and administrative expenses surged by 614% to $960,583 for the three months ended April 30, 2025, compared to $134,473 in 2024[124] - Operating expenses increased by $826,110 for the three months and $1,002,288 for the nine months ended April 30, 2025, compared to the same periods in the previous year[133] - Net losses amounted to $959,409 and $1,162,328 for the three and nine months ended April 30, 2025, compared to a net loss of $38,797 and a net income of $55,805 for the same periods in 2024[135] Cash Flow and Capital - As of April 30, 2025, the company had working capital of $4,509,290, primarily consisting of cash of $3,630,884 from the initial public offering[136] - Net cash used in operating activities was $2,000,182 for the nine months ended April 30, 2025, primarily due to the net loss and increases in accounts receivable and prepaid expenses[141] - Net cash provided by financing activities was $5,217,937 for the nine months ended April 30, 2025, mainly from the initial public offering[143] Strategic Initiatives - The company completed a $7 million initial public offering on April 11, 2025, and became listed on Nasdaq[119] - The acquisition of RQS United Group Limited on March 3, 2023, is expected to enhance the company's logistics capabilities and market presence[113] - The company plans to diversify its service region to include long-distance shipping lines, which typically yield higher profit margins[132] - The company may seek additional cash resources in the future for investments, acquisitions, or capital expenditures[137] - The company had no investing activities during the three and nine month periods ended April 30, 2025 and 2024[142]

Revenue Performance - Revenues for the three months ended January 31, 2025, decreased by 28% to $2,079,203 from $2,894,128 for the same period in 2024[121] - For the six months ended January 31, 2025, revenues increased by 20% to $5,060,143 compared to $4,220,776 for the same period in 2024[122] - Global logistics service revenue represented 99% of total revenue for the three months ended January 31, 2025, indicating a strong focus on logistics[124] Cost and Profitability - Cost of revenues decreased by 22% for the three months ended January 31, 2025, but increased by 30% for the six months ended January 31, 2025[126] - Gross profit for the three months ended January 31, 2025, was $79,978, a decrease of 76% from $339,104 in the same period in 2024[121] - The overall gross profit margin for the three months ended January 31, 2025, was 3.9%, down from 11.7% in the same period in 2024[130] Strategic Initiatives - The company plans to adopt a customer-friendly pricing strategy to quickly build market share while diversifying service regions[130] - The acquisition of RQS United Group Limited was completed on March 3, 2023, enhancing the company's logistics capabilities[111] - The logistics business has seen significant growth since 2023, driven by the expertise of the CEO in shipping operation management[115] - The company has started providing shipping and freight forwarding services in 2023, indicating a potential for market expansion[136] Financial Position and Expenses - Operating expenses increased for the six months ended January 31, 2025, to $431,604 from $255,426 in the same period last year, primarily due to rising payroll expenses[131] - The company reported a net loss of $202,919 for the six months ended January 31, 2025, compared to a net loss of $94,602 for the same period in 2024[133] - As of January 31, 2025, the company had working capital of $585,435, with cash amounting to $180,554 and current liabilities of $189,669[134] - Net cash used in operating activities for the six months ended January 31, 2025, was $158,450, primarily due to a net loss of $202,919[139] - The company had no investing activities during the three and six months ended January 31, 2025 and 2024[141] - Net cash used in financing activities for the six months ended January 31, 2025, was $74,125, related to professional fees for a public offering[142] - The company anticipates that its liquidity and working capital will be sufficient to sustain operations for the next twelve months, but may require additional cash resources for future investments[135] Taxation - The company incurred an income tax expense of $6,891 for the six months ended January 31, 2025, compared to an income tax benefit of $(7,141) in the same period last year[132] Risk Factors - The company is exposed to risks from economic conditions in Hong Kong and the international trade environment, which could impact operations[118][119]

Acquisition - The company acquired RQS United Group Limited on March 3, 2023, which holds 90% of its subsidiary, Roshing International Co., Limited, primarily engaged in logistics solutions [117][118]. Revenue and Profitability - For the three months ended October 31, 2024, total revenues increased to $2,980,940, a 125% increase from $1,326,648 in the same period of 2023, with global logistics services contributing 93% of total revenue [127][128]. - Gross profit decreased by $5,346 to $228,431 for the three months ended October 31, 2024, with a gross profit margin of 7.66%, down from 17.62% in 2023 [133]. Costs and Expenses - The cost of revenues rose to $2,752,509 for the three months ended October 31, 2024, up from $1,092,871 in 2023, reflecting the growth in global logistics services [131]. - Operating expenses increased significantly to $345,581 for the three months ended October 31, 2024, compared to $220,776 in 2023, primarily due to higher general and administrative expenses [134]. Net Loss - The company reported a net loss of $91,948 for the three months ended October 31, 2024, compared to a net loss of $6,112 in the same period of 2023 [136]. Cash Flow and Working Capital - As of October 31, 2024, the company had working capital of $696,406, with cash amounting to $323,793 and current liabilities of $197,908 [137]. - The company experienced a net cash outflow of $15,211 from operating activities for the three months ended October 31, 2024, primarily due to the net loss incurred [142]. - The company had no investing activities during the three months ended October 31, 2024 and 2023 [144]. - Net cash used in financing activities for the three months ended October 31, 2024 was $74,125, attributed to fees for a public offering of the Company's securities [145]. Future Financial Needs - The company anticipates needing additional cash resources in the future for potential investments, acquisitions, or capital expenditures [138]. Accounting Estimates and Standards - The Company made a critical accounting estimate regarding "deferred offering costs" related to a public offering, which may impact financial results if the offering does not close successfully [147]. - Management does not anticipate that any recently issued but not yet effective accounting standards will have a material effect on the Company's consolidated balance sheets [148].

Acquisition and Expansion - The company acquired RQS United Group Limited on March 3, 2023, enhancing its logistics capabilities[282]. Revenue and Profitability - For the year ended July 31, 2024, total revenues surged to $8,617,265, a 1,805% increase from $452,409 in 2023, primarily driven by global logistics services[292][293]. - Global logistics service revenue accounted for 97% of total revenue in 2024, amounting to $8,320,402[293]. - Gross profit for the year ended July 31, 2024, was $1,055,179, compared to a gross loss of $4,085 in 2023, resulting in a gross margin of 12.24%[297]. - Net income for the year ended July 31, 2024, was $110,320, a turnaround from a net loss of $356,089 in 2023, with $54,450 attributable to the shareholders[300]. Costs and Expenses - The cost of revenues increased to $7,562,086 in 2024, reflecting the growth in global logistics services, with 98% attributed to this segment[295][296]. - Operating expenses rose significantly to $886,876 in 2024 from $339,909 in 2023, mainly due to increased commissions and professional fees[298]. Cash Flow and Working Capital - As of July 31, 2024, the company had working capital of $788,354, with cash amounting to $413,129[301]. - Net cash provided by operating activities was $112,740 for the year ended July 31, 2024, primarily due to net income[306]. - Net cash used in financing activities for the year ended July 31, 2023, was $89,476, primarily due to repayment of a working capital advance of $341,885[310]. - Cash inflows included $31,490 in working capital advances from related parties and a capital contribution of $65,650[310]. - Operating expenses paid directly by shareholders amounted to $84,503, with additional rent payments of $16,580 made by related parties[310]. Accounting and Management Insights - The company did not identify any accounting estimates subject to a high degree of uncertainty for the year ended July 31, 2024[312]. - Management believes that recently issued accounting standards will not have a material effect on the company's consolidated balance sheets[313]. Future Outlook - The company anticipates the need for additional capital expenditures to capture more market share in the logistics sector[303].

Revenue Growth - Revenues increased significantly to $1,940,346 for the three months ended April 30, 2024, from $144,013 in the same period of 2023, representing a growth of 1,247%[117] - For the nine months ended April 30, 2024, revenues reached $6,161,122, up from $367,113 in 2023, marking a 1,578% increase[118] - The global logistics service contributed 99% of total revenue for the three months and 96% for the nine months ended April 30, 2024[119] Cost and Profitability - Cost of revenues rose to $1,695,639 for the three months ended April 30, 2024, compared to $260,700 in 2023, a 550% increase[121] - Gross profit for the three months ended April 30, 2024, was $244,707, a significant improvement from a gross loss of $116,687 in the same period of 2023[125] - The overall gross profit margin improved to 12.6% for the three months ended April 30, 2024, compared to a gross loss margin of 81% in 2023[125] Expenses - Selling and marketing expenses increased by 133% to $91,950 for the three months ended April 30, 2024, from $39,532 in 2023[117] - Total operating expenses increased to $226,423 and $717,683 for the three and nine months ended April 30, 2024, compared to $197,441 and $238,876 for the same periods in 2023, primarily due to higher commission expenses and professional fees[126] - Income tax expense rose to $10,051 and $22,023 for the three and nine months ended April 30, 2024, compared to $1,280 and $2,219 for the same periods in 2023, reflecting increased revenue[127] Net Loss and Income - Net loss attributable to Tianci decreased by 83% to $49,974 for the three months ended April 30, 2024, compared to a loss of $296,194 in 2023[117] - The company reported a net loss of $(38,797) for the three months ended April 30, 2024, but net income of $55,805 for the nine months, with attributable net income to shareholders of $(49,974) and $15,375 respectively, compared to net losses of $315,408 and $322,037 in 2023[128] Liquidity and Cash Flow - As of April 30, 2024, the company had working capital of $733,839, with cash amounting to $646,031 and current liabilities of $241,813[129] - Net cash provided by operating activities was $121,476 for the nine months ended April 30, 2024, primarily due to net income and an increase in accrued liabilities, offset by an increase in accounts receivable[134] - Net cash provided by financing activities was $268,213 for the nine months ended April 30, 2024, mainly from proceeds of $513,213 from a private offering of preferred stock[137] - The company believes its liquidity and working capital will be sufficient to sustain operations for the next twelve months, but may require additional cash resources for future investments or acquisitions[130] Strategic Developments - RQS United Group Limited was acquired on March 3, 2023, expanding the company's logistics capabilities[107] - The company started providing shipping and freight forwarding services in the quarter ended October 31, 2023, indicating potential for significant capital expenditure to develop market position[131] - The company incurred a net cash used in financing activities of $72,463 during the nine months ended April 30, 2023, primarily for repayment of a working capital loan[138]

Revenue Growth - Revenues increased significantly to $2,894,128 for the three months ended January 31, 2024, from $98,730 in the same period of 2023, representing a growth of 2,831%[124] - For the six months ended January 31, 2024, revenues reached $4,220,776, up from $223,100 in the prior year, marking a 1,792% increase[125] - The global logistics service contributed 97% of revenue in Q1 2024 and 95% in the first half of 2024, highlighting its importance to overall performance[126] Profit and Expenses - Gross profit for the three months ended January 31, 2024, was $339,104, a substantial increase of $319,174 compared to the same period in 2023[132] - Operating expenses surged to $270,484 for the three months ended January 31, 2024, compared to $25,203 in the same period of 2023, primarily due to increased commissions and professional fees[133] - Net income attributable to Tianci International was $81,133 for the three months ended January 31, 2024, compared to a net loss of $4,947 in the same period of 2023[135] Cash Flow and Working Capital - As of January 31, 2024, the company had working capital of $692,636, with cash amounting to $799,377 and current liabilities of $193,504[136] - The company reported net cash provided by operating activities of $109,822 for the six months ended January 31, 2024, primarily driven by net income[141] - Net cash provided by operating activities for the six months ended January 31, 2023 was $217,000, primarily due to a decrease in accounts receivable of $540,914, partially offset by a decrease in accounts payable of $325,062[142] - Net cash provided by financing activities for the six months ended January 31, 2024 was $433,213, attributed to proceeds from a private offering of common stock[144] - Net cash used in financing activities during the six months ended January 31, 2023 was $63,305, primarily due to repayment of a working capital loan of $296,884[145] Cost of Revenues - The total cost of revenues increased to $2,555,024 for the three months ended January 31, 2024, from $78,800 in the same period of 2023, reflecting the growth of global logistics services[128] Future Outlook - The company anticipates that gross margins from logistics services will improve as demand increases post-pandemic, with current margins at 11.1% for Q1 2024[132] Accounting Estimates - There were no accounting estimates made that were subject to a high degree of uncertainty and critical to the results for the three and six months ended January 31, 2024[147] - The company does not believe that any recently issued but not yet effective accounting standards would have a material effect on its consolidated financial statements[148]