Table of Contents As filed with the Securities and Exchange Commission on June 10, 2024. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIANCI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Nevada 4731 45-5540446 Unit ...

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]

Acquisition - The company acquired RQS United Group Limited on March 3, 2023, enhancing its logistics capabilities[100] Revenue Growth - For the three months ended October 31, 2023, revenues increased by $1,202,278, or approximately 967%, to $1,326,648 compared to $124,370 in the same period of 2022[104][105] - The global logistics service contributed $1,181,720 to revenue, representing approximately 89% of total revenue for the quarter[105][106] Cost and Profit - Total cost of revenues rose by $984,316, or approximately 907%, to $1,092,871 for the three months ended October 31, 2023[104][107] - Gross profit increased by $217,962 to $233,777, with a gross profit margin of 17.6% for the three months ended October 31, 2023, compared to 12.7% in 2022[111] Net Loss - The company reported a net loss of $6,112 for the three months ended October 31, 2023, with a net loss attributable to shareholders of Tianci International amounting to $15,784[114] Working Capital and Cash Position - As of October 31, 2023, the company had a working capital deficit of $(286,400) and cash of $380,833[115] Industry Outlook - The company anticipates continued growth in the logistics service industry, driven by increasing global demand for coal, grains, electric vehicles, and green energy equipment[103] Operating Expenses - Operating expenses increased significantly to $220,776 for the three months ended October 31, 2023, primarily due to increased commissions and compliance service fees[112] Investing Activities - The company has no investing activities for the three months ended October 31, 2023 and 2022[122] Accounting Standards - The financial statements were prepared in accordance with U.S. GAAP, requiring estimates and judgments affecting reported amounts of assets, liabilities, revenues, and expenses[130] - For the three months ended October 31, 2023, there were no accounting estimates made that were subject to a high degree of uncertainty and critical to the results[131] - The Company does not anticipate that any recently issued but not yet effective accounting standards will have a material effect on its consolidated financial statements[132] Market Risk - There are no applicable quantitative and qualitative disclosures about market risk[133]

Financial Performance - Revenues for the year ended July 31, 2023, decreased by $300,430, or approximately 40%, to $452,409 from $752,839 in 2022 [79]. - Gross loss for the year ended July 31, 2023, was $4,085 compared to a gross profit of $274,318 in 2022, indicating a significant decline in profitability [85]. - Net loss attributable to Tianci for the year ended July 31, 2023, was $341,210, a decrease of $485,359 compared to a net income of $144,149 in 2022 [79]. - Total cost of revenues decreased by $22,027, or approximately 5%, to $456,494 for the year ended July 31, 2023, compared to $478,521 in 2022 [83]. - The gross profit margin for hardware products decreased by 9.9% to 22.8% for the year ended July 31, 2023, from 32.7% in 2022, due to rising raw material costs and market competition [86]. Operating Expenses - Operating expenses increased to $339,909 for the year ended July 31, 2023, from $82,502 in 2022, primarily due to stock compensation and professional fees related to the Share Exchange [87]. Cash Flow and Working Capital - Cash provided by operating activities for the year ended July 31, 2023, was $324,581, despite a net loss, due to a decrease in accounts receivable [93]. - As of July 31, 2023, the company's working capital deficit was $(284,543), with current liabilities amounting to $596,768 [89]. - The company may seek additional cash resources in the future for investments, acquisitions, or capital expenditures if business conditions change [90]. Future Plans - The company plans to enter the shipping and freight forwarding services in 2023, which may require significant capital expenditure [91].

Revenue Performance - Revenues for the three months ended April 30, 2023, increased to $144,013, a 100% increase from $0 in the same period of 2022, primarily due to hardware product sales and software maintenance services [87]. - For the nine months ended April 30, 2023, revenues reached $367,113, a 4076% increase from $8,792 in the same period of 2022, attributed to hardware product sales and new service offerings [97]. Cost and Expenses - Cost of revenues surged by approximately 2788% to $260,700 for the three months ended April 30, 2023, compared to $9,026 in the same period of 2022, driven by increased sales [90]. - Total cost of revenues for the nine months ended April 30, 2023, increased by approximately 1828% to $448,055 from $23,245 in the same period of 2022 [100]. - Gross loss for the nine months ended April 30, 2023, was $80,942, an increase of 460% from $14,453 in the same period of 2022, indicating rising costs outpacing revenue growth [104]. - Operating expenses for the nine months ended April 30, 2023, were $238,876, significantly up from $43,598 in the same period of 2022, largely due to stock compensation [106]. Net Loss and Financial Position - Net loss attributable to Tianci for the three months ended April 30, 2023, was $296,194, reflecting a 1514% increase from a net loss of $18,351 in the same period of 2022 [87]. - The company reported an operating loss of $322,037 for the nine months ended April 30, 2023, which included $211,208 in various noncash items [115]. - As of April 30, 2023, the company's working capital was $(252,291), with current assets of $434,707 and current liabilities of $686,998 [108]. Cash Flow - Net cash provided by operating activities for the nine months ended April 30, 2023, was $314,294, compared to a cash used of $(58,051) in the same period of 2022 [114]. - Net cash provided in operating activities for the nine months ended April 30, 2023, was primarily due to a decrease in accounts receivable by $622,659, offset by a decrease in accounts payable of $301,283 [115]. - Net cash used in financing activities for the nine months ended April 30, 2023, was $72,462, mainly due to repayment of a working capital advance of $341,884 [118]. Future Plans and Market Conditions - The company plans to enter the glass sales industry in 2023, which may require significant capital expenditure [112]. - The impact of the COVID-19 pandemic on the company's business has been very limited, despite ongoing global disruptions [121]. Accounting and Risk Disclosures - The company does not believe that any recently issued accounting standards would have a material effect on its financial statements [127]. - There were no quantitative and qualitative disclosures about market risk applicable to the company [128]. - As of April 30, 2023, no allowance for doubtful accounts was deemed necessary, as accounts receivable were current and creditors appeared credit-worthy [126]. - The company has no off-balance sheet arrangements that would affect liquidity or capital resources [120].

Financial Performance - For the three months ended January 31, 2023, Tianci reported total operating expenses of $105,219, an increase of 81.5% from $57,957 in the same period of 2022 [49][50]. - The net loss for the three months ended January 31, 2023, was $105,219, compared to a net loss of $57,957 for the same period in 2022, reflecting an increase of 81.5% [51]. - For the six months ended January 31, 2023, total operating expenses were $162,286, up from $105,103 in the same period of 2022, marking a 54.5% increase [52][53]. - The net loss for the six months ended January 31, 2023, was $162,286, compared to $105,103 for the same period in 2022, representing a 54.5% increase [55]. Working Capital and Cash Flow - As of January 31, 2023, Tianci had a working capital deficit of $361,423, an increase from a deficit of $223,137 as of July 31, 2022 [57]. - Cash used in operating activities for the six months ended January 31, 2023, was $75,857, a decrease from $98,309 in the same period of 2022 [59]. - Cash provided by financing activities for the six months ended January 31, 2023, was $80,021, down from $94,358 in the same period of 2022 [62]. - On January 27, 2023, Tianci sold 80,000 shares of Series A Preferred Stock for $24,000, which contributed to its capital [63]. Corporate Structure - Tianci ceased to be a shell company after acquiring RQS United on March 3, 2023, which owns 90% of Roshing International [44]. - Tianci does not have any off-balance sheet arrangements that could affect its financial condition or results of operations [64].