ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 3, 2023 Tianci International, Inc. ("Tianci") 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"), pursuant to which RQS Capital agreed to transfer all of the issued and outstanding capital stock of RQS United to Tianci, and Tianci agreed to issue to RQS Capital 1,500,000 shares of its common stock and pay a cash price of $350,000 (the "Share Exchange"). The Exchange Agreement also provided that Tianci would issue a total of 700,000 shares of its common stock to nine employees or affiliates of Roshing International Co., Ltd. ("Roshing") to induce continued services to Roshing. RQS United owns 90% of the outstanding capital stock of Roshing.

Shufang Gao and Ying Deng, who are officers and members of Tianci's Board of Directors are also officers and directors of Roshing.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On March 3, 2023 (the "Closing Date"), we completed the acquisition of RQS United pursuant to the Exchange Agreement. The acquisition will be accounted for as a "reverse acquisition" effected as a recapitalization effected by a share exchange, wherein RQS United is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized on Tianci's financial statements.

We have included in Item 5.06 below the information that would be required if the registrant were filing a general form for registration of securities on Form 10, including a complete description of the business and operations of RQS United.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On March 1, 2023 Tianci entered into agreements to sell a total of 1,253,333 shares of its common stock to 13 investors for a price of U.S.$0.30 per share (i.e. an aggregate price of U.S.$376,000). The shares were issued in a private offering to investors that were acquiring the shares each for his or her own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act. The sale was also exempt from registration pursuant to Rule 902(1)(i) of Regulation S, as the purchasers were non-U.S. persons and Rule 903 was complied with.

As a result of the Share Exchange (including the grant of 700,000 shares of common stock to certain employees and affiliates of Roshing) and the offering pursuant to Regulation S, there are currently 5,903,481 shares of Tianci's common stock outstanding and 13,903,481 shares of Tianci's common stock outstanding on a fully-diluted basis.




ITEM 5.06  CHANGE IN SHELL TIANCI STATUS

On March 3, 2023, Tianci acquired RQS United in a reverse acquisition transaction. RQS United owns 90% of the outstanding capital stock of Roshing, which is engaged in the business of software development and hardware distribution. Prior to the Share Exchange, Tianci was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, Tianci is no longer a shell company. Accordingly, we are including in this Report the following information, which is the information that would be included in a Form 10 if we were to file a Form 10 with the SEC.





                            DESCRIPTION OF BUSINESS

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., Ltd., a company organized under the laws of Hong Kong ("Roshing"). Roshing was incorporated on June 22, 2011 and is engaged in the sale of components of electronic devices, development of software and websites, technical consulting, and providing maintenance support on customized software. Roshing's business is primarily carried out in Hong Kong, although we realize a substantial portion of our software development and related services revenue in Singapore.









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To date, Roshing has carried on operations in four categories:

a. Electronic Device Hardware Components Product Sales

Roshing distributes hardware components to manufacturers of electronic devices. Roshing's product line includes high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. Roshing markets off-the-shelf products, which it ships directly from the manufacturer to Roshing's customer.

b. Software and Website Development Services

Roshing develops customized freight shipping and related logistic software and websites. The software helps wholesalers, ecommerce retailers, and freight forwarders to manage complex workflows and improve work efficiency by enabling shipping workflow management, sea shipping container management, ecommerce inventory and shipping management, and logistics data analysis.

c. Technical Consulting and Training Services

Roshing 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.

d. Software Maintenance and Business Promotion Services

Roshing provides software maintenance service to keep customer's software up to date. Roshing also 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.

During 2023 Roshing intends to enter into the business of distributing glass to the real estate construction industry in Hong Kong, Singapore and Australia. Members of management who have extensive experience in the glass manufacturing industry will secure distribution agreements with a number of construction-related glass manufacturers. Roshing intends to engage a group of sales personnel experienced in glass sales, who will distribute the glass products, including windows, shower doors, mirrors and facades, to builders and others involved in real estate construction.





Marketing

Roshing markets its hardware products directly to the electronic device industry and markets its software directly to wholesalers. In each case, the primary method of marketing is participation by our engineering staff in events such as expos, seminars and industry association meetings that are focused on our target markets. We present Roshing as a valuable assistant to the customer, with the goal of developing a long-term relationship with repeat orders. As a result of this strategic focus, almost 96% of our sales during fiscal year 2022 and a similar portion of sales in the current fiscal year were made to just five customers, including two electronics manufacturers who were responsible for over 64% of our FY2022 revenue and three shipping companies who together provided 31.4% of our FY2022 revenue. Four of the five have already placed follow-on orders in the current fiscal year.





Vendors

Roshing distributes electronic components manufactured by a variety of vendors. There is no vendor that, were our relationship to terminate, we could not adequately replace promptly.

Roshing employs two software engineers and a logistics project manager, who are together dedicated to fulfillment of the software development contracts entered by Roshing. When the flow of software development contracts exceeds the production capacities of those three employees, Roshing subcontracts to third party developers that it has tested for competence.

The core software package that Roshing markets to wholesalers was designed under an Entrusted Custom Development Protocol signed by Roshing and an independent software developer. The Protocol provides for the developer's continued involvement in Roshing's marketing of software, detailing the terms under which Roshing may engage the developer to develop specific applications of the software package for customers of Roshing.









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Competition

Roshing competes in all of its market operations with a large number of competitors, big and small. Roshing competes based on the quality of its services and attention to the needs of its customers. Specifically, we focus on the following factors to capture customer preference:





•    Commitment to product and service quality, development, and innovation.

Our emphasis on highly customized software solutions and high-quality hardware products attach an aura of quality to our market presence.





•    Comprehensive and high standard product range.

We offer a wide range of high quality and sophisticated hardware component products.





•    Special focus on logistic industry

Our software-related services provide a comprehensive solution for customers in the logistic industry.





Employees

Roshing has eight employees in addition to its directors: Shufang Gao and Ying Deng. Two employees are focused on marketing and administration; the remaining six are engineers or project managers. Roshing believes its relations with its employees are good.





Property

The executive offices of Roshing are located in Hong Kong at 2/F No. 18, Area 2, So Kuwn Wat Village, Tuen Mun Hong Kong. Roshing leases the offices for a monthly rent of HKD 3,000 (@ U.S.$386). The lease terminates on January 12, 2025.

Roshing also utilizes office space in Shenzhen, China located at Building 8, 26/F, Suite 2605A, Qianhai Zhuoyue Jinrong Center (Phase 1) Unit 2, Guiwan Area, Nanshan District, Shenzhen. Roshing uses the space under a sublease that will terminate on August 31, 2024. The monthly rental (from $1,827 to $2,014) is paid by Shufang Gao and Ying Deng, members of Tianci's Board of Directors and directors of Roshing, as a contribution to the capital of RQS Capital Limited.

Management believes the real property leased by Roshing will be adequate for its operations for the foreseeable future.





Our Plan for the Future

Our plan is to rely on the following key factors to enable the growth of our business.

Our ability to retain and increase customers

Our ability to increase our revenues and our profitability will depend on our ability to retain our existing customers as well as to continue to increase our customer base and revenue per customer. To achieve this, we strive to increase our marketing efforts and to enhance the quality and capabilities of our software solutions. Currently we have customers in Hong Kong and Singapore, and we expect to continue expanding our business to other countries of the Asia-Pacific region.





Investment in talent

We believe that a core element of the competitiveness of our business is talent. To retain existing and attract potential customers, we will continue to rely on our people and their knowledge and experience in the industry. We intend to acquire top talent to keep pace with the growth of our target industries and continue to offer cutting-edge hardware and software solutions.







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Our ability to pursue strategic opportunities for growth

To enhance Roshing's capabilities, we intend to pursue strategic acquisitions and make investments in select technologies and businesses, particularly in industries with which our senior management has experience. We believe that a solid acquisition and investment strategy will be critical for us to accelerate our growth and strengthen our competitive position in the future.







                                  RISK FACTORS

Investing in our common stock involves risk. You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock. If any of the following risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.







                        I. RISKS RELATED TO OUR BUSINESS

We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.

We have a limited operating history and are subject to the risks inherent in a growing company, including, among other things, risks that we may not be able to hire sufficient qualified personnel and establish operating controls and procedures. As we build our own capabilities, we expect to encounter risks and uncertainties frequently experienced by growing companies in new and rapidly evolving fields, including the risks and uncertainties related to the evolving effects of the COVID-19 pandemic and those described herein. If we are unable to build our own capabilities, our operating and financial results could differ materially from our expectations, and our business could suffer.

We are currently dependent on a small group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business will not be successful.

The revenue generated to date by our business has come from a small number of customers. During the year ended July 31, 2022, five customers were responsible for over 95% of our revenue. A similar pattern applies in the current fiscal year. In order for Tianci to be viable as a public company, we must multiply our revenue many-fold. To accomplish that, we must dramatically expand our customer base. If we fail to multiply our customers, Tianci's stock will have no significant value.

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals that we attract to our company. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization: technological as well as entrepreneurial. Competition for such qualified employees is intense. If we do not succeed in attracting competent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success depends largely on our ability to retain key consultants and advisors. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

We do not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.

We do not maintain fire, theft, product liability or other insurance of any kind. We bear the economic risk with respect to loss of or damage or destruction to our property and to the interruption of our business, as well as liability to third parties for damage or destruction to them or their property that may be caused by our personnel or products. Such liability could be substantial and the occurrence of such loss or liability may have a material adverse effect on our business, financial condition and prospects.









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                II. RISKS RELATED TO DOING BUSINESS IN HONG KONG

All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock. . . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






Financial Statements

The financial statements filed herewith are:

· Audited financial statements of RQS United Group Limited for the years ended

July 31, 2022 and 2021.

· Unaudited financial statements of RQS United Group Limited for three-month

periods ended October 31, 2022 and 2021.

· Unaudited pro forma financial information of Tianci and subsidiaries for the


   year ended July 31, 2022 and the three months ended October 31, 2022.




Exhibits



10-a       Share Exchange Agreement dated March 3, 2023 among Tianci
         International, Inc., RQS United Group Limited and RQS Capital Limited.
104      Cover page interactive data file (embedded within the iXBRL document)

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