TIANCI INTERNATIONAL, INC. 10-Q

Table of Contents

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-42591

TIANCI INTERNATIONAL, INC.

(Exact Name of Registrant in its Charter)

Nevada		45-5440446
(State or Other Jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. No.)

	Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong 999077
	(Address of Principal Executive Offices)

	852-266-21800
	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CIIT	Nasdaq Capital Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

March 12, 2026

Common Stock: 25,331,803

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED JANUARY 31, 2026

TABLE OF CONTENTS

		Page No.

Part I. Financial Information

Item 1.	Financial Statements (unaudited):	3

	Condensed Balance Sheets – January 31, 2026 (Unaudited) and July 31, 2025	3

	Consolidated Statements of Operations (Unaudited) - for the Three and Six Months Ended January 31, 2026 and 2025	4

	Condensed Statement of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended January 31, 2026 and 2025	5

	Statements of Cash Flows (Unaudited) – for the Six Months Ended January 31, 2026 and 2025	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31

Item 4.	Controls and Procedures	31

Part II. Other Information

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

	Signatures	33

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)


	January 31,			July 31,
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	723,101		$	2,405,352
Accounts receivable		561,753			–
Prepayment and other current assets		777,767			382,554
Inventory		516,536			215,346
Total current assets		2,579,157			3,003,252

Other assets:
Lease security deposit		21,518			23,174
Lease right-of-use asset		89,586			119,545
Total non-current assets		111,104			142,719

TOTAL ASSETS	$	2,690,261		$	3,145,971

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,038		$	18,554
Income taxes payable		–			16,117
Lease liability-current		65,362			57,903
Accrued liabilities and other payables		4,657			5,077
Total current liabilities		73,057			97,651

Lease liability - noncurrent		28,285			61,403

Total liabilities		101,342			159,054

Commitments and contingencies		–			–

Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of January 31, 2026 and July 31, 2025		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of January 31, 2026 and July 31, 2025, respectively		–			8
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding		–			–
Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,331,803 and 16,531,803 shares issued and outstanding as of January 31, 2026 and, July 31, 2025, respectively		2,533			1,653
Additional paid-in capital		6,132,633			5,845,505
Accumulated deficit		(3,530,856	)		(2,862,860	)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.		2,604,310			2,984,306
Non-controlling interest		(15,391	)		2,611

Total stockholders’ equity		2,588,919			2,986,917

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,690,261		$	3,145,971

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the three months ended January 31,						For the six months ended January 31,
	2026			2025			2026			2025
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
OPERATING REVENUES
Global logistics services	$	2,531,360		$	2,070,083		$	5,747,241		$	4,829,776
Sale of minerals		1,315,855			–			1,821,320			–
Other revenue		37,469			9,120			134,350			230,367
Total Operating Revenues		3,884,684			2,079,203			7,702,911			5,060,143

COST OF REVENUES
Global logistics services		2,522,643			1,995,569			5,604,300			4,586,434
Cost of minerals		1,260,538			–			1,601,690			–
Other revenue		11,193			3,656			22,360			165,300
Total Cost of Revenues		3,794,374			1,999,225			7,228,350			4,751,734

Gross profit		90,310			79,978			474,561			308,409

Operating expenses:
Selling and marketing		45,170			15,036			89,580			100,224
General and administrative		462,264			171,211			1,070,912			431,604

Total operating expenses		507,434			186,247			1,160,492			531,828

(Loss) from operations		(417,124	)		(106,269	)		(685,931	)		(223,419	)

Other (loss) income net		–			–			(67	)		27,391

(Loss) before provision for income taxes		(417,124	)		(106,269	)		(685,998	)		(196,028	)
Provision for income taxes		–			4,702			–			6,891

Net (loss)		(417,124	)		(110,971	)		(685,998	)		(202,919	)
Less: net (loss) income attributable to non-controlling interest		(17,226	)		2,380			(18,002	)		3,488

Net (loss) attributable to TIANCI INTERNATIONAL, INC.	$	(399,898	)	$	(113,351	)	$	(667,996	)	$	(206,407	)

Weighted average number of common shares
Basic and diluted		24,320,814			14,781,803			20,405,027			14,781,803

(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.01	)

Weighted average number of preferred shares A
Basic and diluted		–			–			–			–

Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	–		$	–		$	–		$	–

Weighted average number of preferred shares B
Basic and diluted		3,516			80,000			41,967			80,000

(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.01	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025

(EXPRESSED IN UNITED STATES DOLLARS)


	Series B Preferred Stock			Series B Preferred Stock amount			Common stock		Common stock amount		Subscription receivable		Additional Paid-in Capital			(Accumulated Deficit)			Noncontrolling interest			Total
Balance at July 31, 2025		80,000		$	8			16,531,803	$	1,653	$	–	$	5,845,505		$	(2,862,860	)	$	2,611		$	2,986,917
Net loss		–			–			–		–		–		–			(268,098	)		(776	)		(268,874	)
Balance at October 31, 2025 (unaudited)		80,000		$	8			16,531,803	$	1,653	$	–	$	5,845,505		$	(3,130,958	)	$	1,835		$	2,718,043
Net loss		–			–			–		–		–		–			(399,898	)		(17,226	)		(417,124	)
Conversion of preferred stock to common stock		(80,000	)		(8	)		8,000,000		800		–		(792	)		–			–			–
Issuance common stock for inventory purchase		–			–			800,000		80		–		287,920			–			–			288,000
Balance at January 31, 2026 (unaudited)		–		$	–			25,331,803	$	2,533	$	–	$	6,132,633		$	(3,530,856	)	$	(15,391	)	$	2,588,919

	Series B Preferred Stock		Series B Preferred Stock amount		Common stock		Common stock amount		Subscription receivable		Additional Paid-in Capital		(Accumulated Deficit)			Noncontrolling interest		Total
Balance at July 31, 2024		80,000	$	8		14,781,803	$	1,478	$	–	$	962,416	$	(222,071	)	$	48,179	$	790,010
Net loss		–		–		–		–		–		–		(93,056	)		1,108		(91,948	)
Balance at October 31, 2024 (unaudited)		80,000	$	8		14,781,803	$	1,478	$	–	$	962,416	$	(315,127	)	$	49,287	$	698,062
Net loss		–		–		–		–		–		–		(113,351	)		2,380		(110,971	)
Balance at January 31, 2025 (unaudited)		80,000	$	8		14,781,803	$	1,478	$	–	$	962,416	$	(428,478	)	$	51,667	$	587,091

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the six months ended January 31,
	2026			2025
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss)	$	(685,998	)	$	(202,919	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of operating lease right-of-use asset		29,959			–
Accounts receivable		(561,754	)		–
Prepayment and other current assets		(357,662	)		(23,249	)
Inventory		(13,190	)		–
Lease security deposit		1,656			–
Accounts payable		(15,516	)		–
Income taxes payable		(53,665	)		(45,029	)
Operating lease liabilities		(25,659	)		–
Accrued liabilities and other payables		(422	)		112,747

Net cash (used in) operating activities		(1,682,251	)		(158,450	)
Cash flows from financing activities:
Deferred offering costs incurred		–			(74,125	)
Net cash (used in) financing activities		–			(74,125	)

Net (decrease) in cash		(1,682,251	)		(232,575	)
Cash, beginning		2,405,352			413,129
Cash, ending	$	723,101		$	180,554

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	–		$	–
Income taxes	$	53,665		$	51,920

Non-Cash Activities:
Issuance common stock for inventory purchase		288,000			–
Conversion of preferred stock to common stock		800			–

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TIANCI INTERNATIONAL, INC.

Notes to Consolidated Financial Statements

Three and Six Months Ended January 31, 2026 and 2025

(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. (the “Company”). The Company is a holding company. As of October 31, 2025, the Company had one operating subsidiary, Roshing International Co., Limited (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31.

RQS United is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary. Roshing, which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in providing global logistics services. However, during the quarter ended July 31, 2025, Roshing prepared to launch a new mineral ore trading business line, aiming to diversify its revenue streams while further enhancing the synergies between the new business line and its existing logistic service business line. 25.4% of its revenue for the six months ended January 31, 2026 was derived from its business lines other than global logistics: sales of electronic device hardware components, development of logistics software and websites, technical consulting, software maintenance and revenue from sales of chrome ore. Roshing’s business is primarily carried out in Hong Kong.

On February 13, 2023, the Company incorporated a wholly-owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles. To date, Tianci Group Holding Limited has not carried on any business operations.

Reorganization

On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United Group Limited (“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 90% of the equity in Roshing International Co., Limited (“Roshing”), which is engaged in the business of providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 shares of our common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 700,000 shares of our common stock to nine employees or affiliates of Roshing to induce continued services to Roshing.

As a result of the Share Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholder. The share exchange transaction was treated as a reverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of RQS United and its consolidated subsidiary, Roshing.

Prior to the Share Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Company ceased to be a shell company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

Principles of consolidation

The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting periods. Actual results could differ from these good faith estimates and judgments.

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in the United States and Hong Kong.

Accounts receivable, net

Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of January 31, 2026 and July 31, 2025, no allowance for doubtful accounts was deemed necessary.

Prepayment and other current assets

Prepayment and other current assets include cash deposited or advanced to vendors for purchasing goods or services that have not been received or provided. This amount is refundable and bears no interest. Prepayment and other current assets are classified as either current or non-current based on the terms of the respective agreements. Prepayment and other current assets are generally unsecured and reviewed periodically for impairment. As of January 31, 2026 and July 31, 2025, the Company made no allowance for impairment.

Inventory

Inventories of mineral ore and hardware are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring mineral ore or hardware products. The cost is charged to cost of products sold on a weighted average basis. Management periodically compares the cost of inventory with its net realizable value, and will establish an allowance to adjust its inventories to their respective net realizable value (“NRV”) if NRV is lower than cost. As of January 31, 2026 and July 31, 2025, the Company made no allowance for inventory.

Fair Value Measurements

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

	·	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

	·	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Financial instruments included in current assets and current liabilities (such as cash, accounts receivable, due from related party, accounts payable, and due to related parties) are reported in the consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Revenue recognition

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. This standard requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations.

The Company records revenue net of sales taxes, which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

a. Global Logistics Services

The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.

The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event.

The Company typically satisfies its performance obligations at a point in time when freight is shipped to a destination port and accepted by its customer. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues.

The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases the Company acts as an indirect carrier. When acting as an indirect carrier, the Company issues a Fixture Note to the customer as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a Master Ocean Bill of Lading.

The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis.

b. Revenue from Mineral Sales

The Company sells ore to domestic and international customers under sales contracts that typically specify: product grade and specification, moisture content adjustment (wet metric tons vs. dry metric tons), pricing mechanisms, shipping terms (e.g., FOB, CIF, CFR, DAP), and quality inspection arrangements. Revenue is recognized at the point in time when control of the ore transfers to the customer, which is determined based on the relevant Incoterms. No post-delivery services or warranties are provided. Revenue is adjusted for final dry-ton conversion and final chemical assay reports issued by independent inspection companies. Where the final assay results or moisture adjustments are not available at shipment date, the Company estimates the revenue based on provisional pricing. The difference between the estimated price and final settlement price is recognized as adjustment to revenue when information becomes available.

c. Other Products and Services

c1. Electronic Device Hardware Components Products Sales

The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis.

Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant.

c2. Software and Website Development Services

The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As a result, revenues from software development contracts are recognized at a point in time when services are fully rendered, and written acceptances have been received from customers.

c3. Technical Consulting and Training Services

The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training.

c4. Software Maintenance and Business Promotion Services

The Company provides software maintenance services to keep customers’ software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period.

c5. Business Consulting Services

The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities.

Cost of revenues

For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

For revenue from mineral sales, the cost of revenue consists primarily of the expense incurred by the Company in purchasing the mineral ore.

For software, consulting and services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid to the Company’s service vendor.

Advertising costs

Advertising costs amounted to $4,410 for the three and six months ended January 31, 2026, respectively, and $0 for the three and six months ended January 31, 2025. Advertising costs are expensed as incurred and included in selling and marketing expenses.

Operating leases

Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedient that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim consolidated financial statements and the corresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the deferred tax is dealt with in equity. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax for uncertain tax positions are classified as income tax expenses in the period incurred.

During the year ended July 31, 2024, the Company incurred an IRS penalty of $47,030 for failure to update certain foreign-owned information schedules in a timely manner. The penalty was included in other expense in the statements of operations for the year ended July 31, 2024. During the six months ended January 31, 2025, the Company received a refund of $24,953 from the IRS for the penalty previously charged. The refund is included in other income in the statements of operations for the six months ended January 31, 2025.

The Hong Kong tax returns filed for the 2019/2020 tax year and subsequent years are subject to examination by the applicable tax authorities.

The US tax returns filed for 2022 and subsequent years are subject to examination by the applicable tax authorities.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common stock outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential common stock (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of January 31, 2026 and July 31, 2025, there were 0 and 8,000,000 dilutive shares related to the outstanding convertible Series B Preferred Stock. Each outstanding share of Series B is convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate.

Noncontrolling Interests

The noncontrolling interest recorded in the financial statements represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separate from stockholders’ equity attributable to Tianci. The noncontrolling interest in the results of Roshing is presented on the consolidated statements of operations as allocations of the total income or loss recorded by Roshing between the noncontrolling interest holder and the shareholder of RQS United, which is the Company.

Related parties

Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated Financial Statements.

NOTE 3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS

On April 11, 2025, the Company closed a public offering (the “Uplisting”) of 1,750,000 shares of its common stock at a price of $4.00 per share, for total gross proceeds of $7,000,000.00. The Company’s common stock began trading on the Nasdaq Capital Market under the ticker symbol “CIIT” on April 10, 2025.

The Company received net proceeds of approximately $5,439,333, after deducting underwriting discounts, commissions, and offering expenses. Upon the closing of the Company’s Uplisting, deferred offering costs of $714,481 were offset against the gross proceeds and recorded as a reduction to additional paid-in capital.

NOTE 4 – PREPAYMENT AND OTHER CURRENT ASSETS

Prepayment and other current assets consisted of the following:


	January 31,		July 31,
	2026		2025

Prepayment and other current assets
Inventory Purchase	$	429,183	$	148,314
Employee reimbursement advance		30,000		100,000
Prepaid Income Tax		37,548		–
Other services		281,036		134,240
Total prepayment and other current assets	$	777,767	$	382,554

NOTE 5 – RELATED PARTIES BALANCES AND TRANSACTIONS

Employment agreements with officers and director retainer agreements

Tianci currently maintains three employment agreements with its officers and seven director retainer agreements with its directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $8,000 per month as of January 31, 2026.

For the three months ended January 31, 2026 and 2025, the Company incurred management compensation expenses of $84,300 and $56,400, respectively. For the six months ended January 31, 2026 and 2025, the Company incurred management compensation expenses of $168,600 and $112,800, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statements of operations.

NOTE 6 – STOCKHOLDERS EQUITY

On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value, 80,000 shares of Series A Preferred Stock, $0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value. Subsequently, on April 24, 2024, 80,000 shares of Undesignated Preferred Stock were designated as Series B Preferred stock.

The following table sets forth information, as of January 31, 2026, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.


	January 31, 2026
Class	Shares Authorized		Shares Outstanding
Common Stock, $.0001 par value		100,000,000		25,331,803
Series A Preferred Stock, $.0001 par value		80,000		–
Series B Preferred Stock, $.0001 par value		80,000		–
Undesignated Preferred Stock, $.0001 par value		19,920,000		–

Series A Preferred Stock

Each share of Series A Preferred Stock was convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock had voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock was convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock was entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On January 19, 2024, all 80,000 shares of the Series A Preferred Stock were converted into 8,000,000 shares of Company common stock.

Series B Preferred Stock

Each share of Series B 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. Each holder of Series B Preferred Stock has voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series B Preferred Stock is entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On November 5, 2025, all 80,000 shares of the Series B Preferred Stock were converted into 8,000,000 shares of Company common stock.

Undesignated Preferred Stock

The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Issuances of Preferred Stock and Common Stock

On January 19, 2024 the Company sold an aggregate of 445,109 shares of its common stock to five present or former members of the Company’s Board of Directors for an aggregate price of $445,109 or $1.00 per share. The purchasers included Zhigang Pei, who received 220,909 shares in settlement of a loan by Mr. Pei to the Company in the amount of $220,909, and five present or former members of the Company’s Board of Directors, who received an aggregate of 224,200 shares (Zhigang Pei – 110,200 shares; David Wei Fang – 64,600 shares; Jack Fan Liu – 22,100 shares, Jimmy Weiyu Zhu – 5,200 shares; and Yee Man Yung - 22,100 shares). All 445,109 shares were issued in satisfaction of the Company’s liability to the shareholders for unpaid compensation.

On January 19, 2024 the Company issued 8,000,000 shares of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital’s exercise of its right to convert 80,000 shares of the Company’s Series A Preferred Stock into 8,000,000 shares of common stock.

On January 24, 2024 the Company sold an aggregate of 433,213 shares of its common stock to nine investors for an aggregate price of $433,213 or $1.00 per share. The shares were issued in a private offering to investors.

On April 24, 2024, the Company sold 80,000 shares of its Series B Preferred Stock to RQS Capital Limited for a cash payment of $80,000.

On April 11, 2025, the Company closed its public offering of 1,750,000 shares of common stock. The shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Company’s common stock was approved for uplisting to the Nasdaq Capital Market from the OTC Markets and commenced trading under the ticker symbol “CIIT” on April 10, 2025.

On November 5, 2025, all issued and outstanding 80,000 shares of the Series B Preferred Stock were converted into 8,000,000 shares of Company common stock.

On January 28, 2026, the Company acquired hardware inventory with a total purchase price of $323,400. As consideration for the purchase, the Company issued 800,000 shares of its common stock to the vendor. The common shares were measured at their fair value of approximately $288,000 on the transaction date, based on the quoted market price of the Company’s common stock. The difference between the fair value of the equity consideration issued and the total purchase price of the inventory was recognized as a $35,400 payable to the vendor, which was recorded within accounts payable as of the transaction date.

Issuances of warrants

On April 11, 2025, the Company issued 87,500 warrants to a third-party consultant as consideration for strategic advisory and consulting services. Each warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $4.80 per share. The warrants are set to expire five years after the issuance. As of the expiration date, none of the warrants had been exercised.

The total grant-date fair value of the warrants was $158,412, which was recorded as a non-cash general and administrative expense for the year ended July 31, 2025, in accordance with ASC 718, Compensation—Stock Compensation. Because the warrants were issued for services, they were accounted for as equity-classified awards.

NOTE 7 – INCOME TAXES

Income Taxes

Seychelles

RQS United is incorporated in Seychelles and is not subject to tax by Seychelles on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.

United States

Tianci is incorporated in the United States and is subject to U.S. federal corporate income tax at a statutory rate of 21%. State income taxes are imposed in addition to the federal rate where applicable.

Hong Kong

Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Incorporated companies pay 8.25% tax on the first HKD 2 million of profits and 16.5% on the remainder. Hong Kong income tax expenses for the six months ended January 31, 2026 and 2025 amounted to $0 and $6,891, respectively.

For the six months ended January 31, 2026, the loss before provision for income taxes of $(685,998) consisted of United States source loss of $(505,975) and Hong Kong source loss of $(180,023). For the six months ended January 31, 2025, the loss before provision for income taxes of $(196,028) consisted of United States source loss of $(237,794) and Hong Kong source income of $41,766.

Significant components of the provision for income taxes are as follows:


	For the six months ended
	January 31, 2026		January 31, 2025

Current Hong Kong	$	–	$	6,891
Deferred Hong Kong		–		–
Provision for income taxes	$	–	$	6,891

The following table reconciles the United States statutory rates to the Company’s effective tax rate:


	For the six months ended
	January 31, 2026			January 31, 2025

United States statutory tax rate		21.0	%		21.0	%
Foreign tax rate differential – Hong Kong (including two-tier regime)		(1.2	)%		1.0	%
Change in valuation allowance		(19.8	)%		(25.5	)%
Effective tax rate		–%			(3.5	)%

Deferred tax assets are comprised of the following:

Schedule of deferred tax assets
	As of
	January 31, 2026			July 31, 2025

Net operating loss carryforwards	$	942,975		$	807,016
Warrants not excised		33,267			33,267
Allowance for deferred tax assets		(976,242	)		(840,283	)
Deferred tax assets, net	$	–		$	–

For United States income tax purposes, Tianci and Roshing had net operating loss carryforwards of approximately $3,994,000 and $631,000, respectively, as of January 31, 2026. Management has not determined that it is more likely than not that this carryforward will be realized, and therefore the Company maintains a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when a substantial change in ownership occurs.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of January 31, 2026 and July 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.

As of January 31, 2026, tax years for the year ended July 2023 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2019/2020 and forward generally remain open for examination for Hong Kong tax purposes.

NOTE 8 — CONCENTRATION OF RISK

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $250,000. As of January 31, 2026, a cash balance of $294,584 was maintained at a financial institution in United States, none of which was subject to credit risk.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of January 31, 2026, a cash balance of $372,233 was maintained at a financial institution in Hong Kong, of which approximately $196,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.

Customer concentration risk

For the six months ended January 31, 2026, two customers accounted for 46.1% and 12.4% of the Company’s total revenues.

For the six months ended January 31, 2025, three customers accounted for 50.2%, 13.5% and 11.6% of the Company’s total revenues.

As of January 31, 2026, three customers accounted for 45.8%, 24.2%, and 14.7% of the Company’s total accounts receivable. As of July 31, 2025, no customer accounted for over 10% of the Company’s total accounts receivable.

Vendor concentration risk

For the six months ended January 31, 2026, two vendors accounted for 51.8% and 14.9% of the Company’s total purchases.

For the six months ended January 31, 2025, two vendors accounted for 64.6% and 13.2% of the Company’s total purchase.

As of January 31, 2026, one vendor accounted for 100.0% of the Company’s total accounts payable.

As of July 31, 2025, one vendor accounted for 100.0% of the Company’s total accounts payable.

NOTE 9— COMMITMENTS AND CONTINGENCIES

Lease commitments

Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $8,704 right of use (“ROU”) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5%. On January 13, 2023, the Company entered an operating lease agreement for office space in Hong Kong with a third party for two years with monthly rent of HKD 3,000 (approximately $382). The Company’s lease agreement did not contain any material residual value guarantees or material restrictive covenants. The lease did not contain an option to extend at the time of expiration. The lease was early terminated in September 2023, which resulted in a derecognition of $6,080 right of use (“ROU”) asset and operating lease liabilities in August 2023.

In September 2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6,500). In September 2024, the Company further renewed the lease for one year with a monthly lease payment of approximately $847 (HKD 6,650).

Upon the expiration of the above lease, the Company entered a two-year lease for a new office in July 2025 with monthly rent of HKD 45,000 (approximately $5,733). The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. On July 1, 2025, the Company recognized $124,483 of right of use (“ROU”) assets and operating lease liabilities based on the present value of the remaining future minimum rental payments of leases, using an incremental borrowing rate of 5.50%.

As of January 31, 2026, the Company’s operating leases had a weighted average remaining lease term of approximately 1.42 years.

For the three months ended January 31, 2026, rent expenses for the operating leases and short-term leases (less than one year) were $16,482 and $1,330, respectively.

For the six months ended January 31, 2026, rent expenses for the operating leases and short-term leases (less than one year) were $32,965 and $2,660, respectively.

The total future minimum lease payments under the non-cancellable operating leases as of January 31, 2026 are as follows:


Year ending January 31,	Minimum lease payments

2026	$	68,796
2027		28,665
Thereafter		–
Total lease payments		97,461
Less: Interest		3,814
Present value of lease liabilities	$	93,647

Future amortization of the Company’s ROU assets is presented below:

Schedule of future amortization
Year ending January 31,

2026	$	62,496
2027		27,090
After		–
Total	$	89,586

Contingencies

From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of January 31, 2026.

NOTE 10 — ENTERPRISE-WIDE DISCLOSURE

The Company follows ASC 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to each segment and evaluates their performances. The Company’s chief operating decision-makers (i.e., the Company’s chief executive officer and his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (Hong Kong, China, Japan and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment.

Disaggregated information of revenues by business lines are as follows:

Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment.


	For the three months ended				For the six months ended
	January 31,				January 31,
	2026		2025		2026		2025
	(Unaudited)				(Unaudited)
Electronic Device Hardware Components Sales	$	–	$	–	$	–	$	–
Software and Website Development Services		–		–		–		–
Software Maintenance and Business Promotion Services		–		–		–		–
Business Consulting Services		37,469		9,120		134,350		230,367
Global Logistics Services		2,531,360		2,070,083		5,747,241		4,829,776
Sale of Minerals		1,315,855		–		1,821,320		–
Total revenues	$	3,884,684	$	2,079,203	$	7,702,911	$	5,060,143

Disaggregated information of revenues by regions are as follows:


	For the three months ended				For the six months ended
	January 31,				January 31,
	2026		2025		2026		2025
	(Unaudited)				(Unaudited)
Hong Kong	$	2,117,818	$	1,997,203	$	4,953,931	$	4,573,373
China		1,335,066		–		1,335,066		166,770
Japan		28,606		82,000		182,635		320,000
Singapore		403,194		–		1,231,279		1,250
Total revenues	$	3,884,684	$	2,079,203	$	7,702,911	$	5,060,143

NOTE 11 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

The Company performed a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated by the SEC, “General Notes to Financial Statements” and concluded that it was applicable and the Company is required to disclose the required financial statement information for the parent company.

The subsidiaries did not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate parent only balance sheets as “investment in subsidiaries” and the income (loss) of the subsidiaries is presented as “share of income (loss) of subsidiaries.” Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed or are not required.

PARENT COMPANY BALANCE SHEET

Schedule of balances sheet
	January 31,			July 31,
	2026			2025

ASSETS
Cash	$	294,584		$	2,177,414
Prepaid expense		117,699			39,373
Receivable from subsidiaries		1,847,584			497,584
Investment in subsidiaries		2,192,177			288,614
Total Assets	$	2,604,460		$	3,002,985

LIABILITIES
Accounts payable and other accrued liabilities	$	150		$	18,679
Due to related parties		–			–
Total liabilities		150			18,679

Stockholders’ equity
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of January 31, 2026 and July 31, 2025		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of January 31, 2026 and July 31, 2025, respectively		–			8
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding		–			–
Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,331,803 and 16,531,803 shares issued and outstanding as of January 31, 2026 and July 31, 2025, respectively		2,533			1,653
Additional paid-in capital		6,132,633			5,845,505
Accumulated deficit		(3,530,856	)		(2,862,860	)
Total stockholders’ equity		2,604,310			2,984,306

Total Liabilities and Stockholders’ Equity	$	2,604,460		$	3,002,985

PARENT COMPANY STATEMENT OF OPERATIONS

Schedule of statement of operations
	For the six months ended January 31,
	2026			2025

EXPENSE:
General and administrative	$	(501,565	)	$	(265,185	)
Selling and marketing		(4,410	)		–

OTHER INCOME
(Loss) gain from investment in subsidiaries		(162,021	)		31,387
Other income (expense) net		–			27,391
Total other (expense) income		(162,021	)		58,778

Net (loss)	$	(667,996	)	$	(206,407	)

PARENT COMPANY STATEMENT OF CASH FLOWS

Schedule of statement of cash flow
	For the six months ended January 31,
	2026			2025

Cash flows from operating activities:
Net (loss)	$	(667,996	)	$	(206,407	)
Adjustments to reconcile net income to net cash used in operating activities:
Share of (gain) from investment in subsidiaries		162,021			(31,387	)
Change in operating assets and liabilities:
Prepaid expense and other assets		(8,326	)		(3,625	)
Accounts payable and other accrued liabilities		(18,529	)		112,799
Net cash (used in) operating activities		(532,830	)		(128,620	)

Cash flows from financing activities:
Operating proceeds from subsidiaries		–			200,000
Repayment of working capital advance to subsidiary		(1,350,000	)		–
Deferred offering costs incurred		–			(74,125	)
Net cash (used in) provided by financing activities		(1,350,000	)		125,875

Net (decrease) in cash and cash equivalents		(1,882,830	)		(2,745	)
Cash and cash equivalents at beginning		2,177,414			14,621
Cash and cash equivalents at ending	$	294,584		$	11,876

NOTE 12 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through March 12, 2026, and determined that there are no reportable subsequent events except for the following:

On February 18, 2026, the board approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 2,000,000,000.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Overview

On March 3, 2023, we acquired ownership of RQS United Group Limited, a company organized under the laws of the Republic of Seychelles (“RQS United”), pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital Limited, the prior owner of RQS United.

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and was initially engaged in providing business services, such as software development, consulting and the sale of electronic parts. Since 2023 Roshing has been primarily engaged in logistics solutions, including shipping operation management. Commencing in the first quarter of fiscal year 2026, Roshing has also been engaged in the resale of mineral ores, specifically chromium and manganese. Roshing also continues to generate a small portion of our revenue from providing business services.

Our primary line of business is global shipping logistics. The Company, through its subsidiary, Roshing, provides global logistics services encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carriers or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and China. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

On April 11, 2025, we completed a $7 million public offering and became a listed company on Nasdaq.

Starting in this fiscal year, we have expanded into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.

Key factors that affect operating results

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are:

Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of our direct customers, which are beyond our control. If sales decline in a particular geographical market in which our direct customers operate, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.

Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fees that we pay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlling the cost.

Development of Our Mineral Trading Business. In addition to our global logistics services, we have recently expanded into mineral trading, under which we source mineral products at competitive prices and resell them to downstream customers. The successful performance of this new business line will depend on a number of factors. First, our ability to identify reliable upstream suppliers and obtain stable mineral supply at favorable prices is critical to maintaining adequate margins. Volatility in global commodity prices, changes in supply–demand dynamics, or disruptions in mineral production regions could significantly affect our purchase costs and profitability. Second, our mineral trading activities rely heavily on maritime logistics, and we seek to utilize our own arranged shipping whenever possible to optimize cost efficiency. Therefore, increases in freight rates, port congestion, vessel availability, geopolitical tensions affecting sea routes, or unexpected disruptions in international logistics may materially impact our operating results. Third, mineral trading is subject to various international trade, customs, and inspection regulations. Any changes in export or import controls, environmental or product-quality requirements, sanctions, or other compliance obligations could restrict our ability to trade certain minerals or increase compliance costs. If we are unable to secure stable sources of mineral products at reasonable prices, or if logistics conditions or regulatory requirements become less favorable, our financial performance and growth prospects related to this business line may be materially and adversely affected.

Results of Operation

Comparison of the three months ended January 31, 2026 and 2025

	For the three months ended January 31,						Change			Change
	2026			2025			Amounts			Percentage
Revenues	$	3,884,684		$	2,079,203		$	1,805,481			87	%
Cost of Revenues		3,794,374			1,999,225			1,795,149			90	%
Gross profit		90,310			79,978			10,332			13	%
Selling and marketing		45,170			15,036			30,134			200	%
General and administrative		462,264			171,211			291,053			170	%
(Loss) from operations		(417,124	)		(106,269	)		(310,855	)		293	%
Provision for income taxes		–			4,702			(4,702	)		100	%)
Net (loss)		(417,124	)		(110,971	)		(306,153	)		276	%
Less: net (loss) income attributable to non-controlling interest		(17,226	)		2,380			(19,606	)		(824	%)
Net (loss) attributable to Tianci	$	(399,898	)	$	(113,351	)	$	(286,547	)		253	%

Comparison of the six months ended January 31, 2026 and 2025

	For the six months ended January 31,
	2026			2025			Change			Change Percentage
Revenues	$	7,702,911		$	5,060,143		$	2,642,768			52	%
Cost of Revenues		7,228,350			4,751,734			2,476,616			52	%
Gross profit		474,561			308,409			166,152			54	%
Selling and marketing		89,580			100,224			(10,644	)		(11	%)
General and administrative		1,070,912			431,604			639,308			148	%
(Loss) from operations		(685,931	)		(223,419	)		(462,512	)		207	%
Other (loss) income, net		(67	)		27,391			27,458
Provision for income taxes		–			6,891			(6,891	)		(100	%)
Net (loss) income		(685,998	)		(202,919	)		(483,079	)		238	%)
Less: net (loss) income attributable to non-controlling interest		(18,002	)		3,488			(21,490	)		(616	%)
Net (loss) attributable to Tianci	$	(667,996	)	$	(206,407	)	$	(461,589	)		224	%

Revenues

For the three months ended January 31, 2026, our total revenue increased significantly to $3,884,684 from $2,079,203 for the three months ended January 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,315,855 to our total revenue for the three months ended January 31, 2026, representing approximately 34% of our revenue in the quarter ended January 31, 2026. Revenue generated from our core global logistics services increased $461,277 or 22%, to $2,531,360 from $2,070,083. The logistics service revenue represented 65% of our total revenue in the three months ended January 31, 2026.

For the six months ended January 31, 2026, our total revenue increased significantly to $7,702,911 from $5,060,143 for the six months ended January 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,821,320 to our total revenue for the six months ended January 31, 2026, representing approximately 24% of our revenue in six months ended January 31, 2026. Revenue generated from our core global logistics services increased $917,465 or 19%, to $5,747,241 from $4,829,776. The logistics service revenue represented 75% of our total revenue in the six months ended January 31, 2026.

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	2026		2025		2026		2025
Global Logistics Service Revenue	$	2,531,360	$	2,070,083	$	5,747,241	$	4,829,776
Sales of Mineral Products		1,315,855		–		1,821,320		–
Other Service Revenue		37,469		9,120		134,350		230,367
Total	$	3,884,684	$	2,079,203	$	7,702,911	$	5,060,143

Cost of Revenues

Our cost of revenues from our revenue categories are summarized as follows:

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	2026		2025		2026		2025
Cost of Global Logistics Service	$	2,522,643	$	1,995,569	$	5,604,300	$	4,586,434
Cost of Chrome Ore		1,260,538		–		1,601,690		–
Cost of Other Service		11,193		3,656		22,360		165,300
Total	$	3,794,374	$	1,999,225	$	7,228,350	$	4,751,734

Our cost of global logistics services represented 66.5% and 99.8% of total cost of revenues during the three months ended January 31, 2026 and 2025, respectively. Our cost of global logistics services represented 78% and 97% of total cost of revenues during the six months ended January 31, 2026 and 2025, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 33.2% of total cost of revenues during the three months ended January 31, 2026. Our cost of revenues from cost of mineral products represented 22% of total cost of revenues during the six months ended January 31, 2026.

Total cost of revenue increased by 90% from $1,995,569 to $2,522,643 for the three months ended January 31, 2026, and increased by 72% from $4,751,734 to $7,228,350 for the six months ended January 31, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $527,074, or 26% for the three months ended January 31, 2026 and increased $3,081,657, or 67% for the six months ended January 31, 2026, which was in line with the increase in logistics business revenue in the same period.

Gross Profit

Our gross profit from each of our revenue categories is summarized as follows:

Margins

	For the Three Months Ended January 31,						For the Six Months Ended January 31,
	2026			2025			2026			2025
Global Logistics Service
Gross Profit Margin	$	8,717		$	75,514		$	142,941		$	243,342
Gross Profit Percentage		0.34	%		3.6	%		2.49	%		5.04	%
Sales of Mineral Products
Gross Profit Margin	$	55,317		$	–		$	219,630		$	–
Gross Profit Percentage		4.2	%		–			12.06	%		–
Other Services
Gross Profit Margin	$	26,276		$	5,464		$	111,990		$	65,067
Gross Profit Percentage		70.13	%		59.91	%		83.36	%		28.24	%
Total
Gross Profit Margin	$	90,310		$	79,978		$	474,561		$	308,409
Gross Profit Percentage		2.32	%		3.85	%		6.16	%		6.09	%

Our total gross profit increased by $10,332 to $90,310 for the three months ended January 31, 2026, and increased by $166,152 to $474,561 for the six months ended January 31, 2026. For the three and six months ended January 31, 2026, our overall gross profit margin was 2.32% and 6.16%, a decrease from gross profit margin of 3.85% for the three months ended January 31, 2025 and an increase from gross profit margin of 6.09% for the six months ended January 31, 2025. Although our consulting services continue to yield the highest gross margin among our business lines, its overall impact on total gross margin remains limited due to its relatively small revenue contribution. Gross margin from our core logistic service operations declined compared to the same period last year, mainly because we faced more intense price competition in the market recently. In addition, a larger portion of the shipping services we provided during the quarter consisted of short- and mid-haul routes, which typically generate lower margins than long-haul routes. Going forward, our overall gross margin level will depend largely on our ability to optimize our route mix and on the revenue contribution and margin profile of our expanding mineral trading operations. The gross profit margin generated from our newly launched mineral trading business partially offset the decline in the gross profit margin of our logistics services revenue.

Operating Expenses

There was a significant increase in operating expenses in the three and six months ended January 31, 2026 as compared to the same period last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. There was an increase of $291,053 in our general and administrative expenses, from $171,211 for the three months ended January 31, 2025 to $462,264 in the three months ended January 31, 2026, and an increase of $639,308 in our general and administrative expenses, from $431,604 for the six months ended January 31, 2025 to $1,070,912 in the six months ended January 31, 2026. The significant increase in general and administrative expenses was primarily attributable to the increase in audit and accounting expenses, rent expenses, Nasdaq listing expenses, travel expenses, and certain professional consulting services fees as we scale up our operation as a public listed company. Management expects that general and administrative expenses will remain elevated in the foreseeable future as we continue to incur additional costs associated with operating as a public company.

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $89,580 for the six months ended January 31, 2026, as compared to $100,224 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

Income Tax Expense

Our income tax expense amounted to $0 for the three and six months ended January 31, 2026, compared to $4,702 and $6,891 for the three and six months ended January 31, 2025, respectively. The change was due to the decrease in operating income generated by Roshing during this period.

Net (Loss)

As a result of the foregoing, we incurred a net loss of $417,124 and $685,998 for the three and six months ended January 31, 2026, and a net loss of $110,971 and $202,919 for the three and six months ended January 31, 2025, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income or loss realized by Roshing was attributed to minority interest. Therefore, the net loss for the three and six months ended January 31, 2026 attributable to the shareholders of the Company was $399,898 and $113,351, respectively.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of January 31, 2026, we had working capital of $2,506,100. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.

We believe that our liquidity and working capital will be sufficient to sustain our business operations for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the Company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business during the quarter ended July 31, 2025. Although the shipping business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the six months ended January 31, 2026 and 2025.

		For the six months ended
		January 31,

SEC Form 10-Q filed by Tianci International Inc.