Tianci International Inc(CIIT) - 2025 Q4 - Annual Report

PART I Item 1. Business Overview 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][15][274] - 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][17][18] - 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][223] - 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][221][51] - Other revenue streams, including the sale of electronic parts, software technical services, and business consulting services, represent a small portion of total revenue[19][51][222] 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 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][62][63] - 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][67] - 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][75] - 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][96] - 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][109][378][383] - 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][127][132][133] - 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][166][170] Item 1B. Unresolved Staff Comments This section states that there are no unresolved staff comments applicable to the company - The company has no unresolved staff comments[193] Item 1C. Cybersecurity 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][195][196][197] - 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][200][201] - 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] Item 2. Properties 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] - Management believes the current leased property is sufficient for its operations in the foreseeable future[203] Item 3. Legal Proceedings 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] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[205] PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities 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][208] - As of October 3, 2025, there were 16,531,803 shares of common stock outstanding and 127 stockholders of record[7][209] - 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][210] 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][214] Item 6. Climate – Related Disclosure This section states that climate-related disclosures are not applicable to the company