Overview

We are currently a "shell company" with no meaningful assets or operations other than our efforts to identify and merge with an operating company. We were incorporated in the State of Nevada on June 13, 2012. Our current business office is located at 20 Holbeche Road Arndell Park, NSW, Australia, 2148. Our telephone number is +61 02 9672 1899.

We were initially an exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring opportunities in the computer gaming and application industry.

We engaged in computer game development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off agreement. On October 26, 2016, our corporate name was changed from "Steampunk Wizards, Inc." to "Tianci International, Inc." The name change was effected on November 27, 2016, in connection with the merger of us into our then subsidiary, Tianci International Inc.

Effective April 6, 2017, we effectuated a 1-for-40 reverse stock split (the "2017 Reverse Stock Split") of our issued and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common stock. Common share amounts and per share amounts in these accompanying financial statements and notes have been retroactively adjusted to reflect this reverse stock split.

On August 3, 2017, we entered into a Stock Purchase Agreement (the "SPA") with Shifang Wan (the "Seller"), the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively, the "Purchasers", and together with the Company and the Seller, the "Parties"). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.

Effective August 6, 2021, Tianci International, Inc., a Nevada corporation ("we," "us," or the "Company"), Chuah Su Mei, our former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common stock of the Company held by her (the "Shares") for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the "Transaction"). The Shares represent approximately 73.18% of the issued and outstanding common stock of the Company and are being sold in reliance upon an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was purchased by Silver Glory Group Limited using its working capital. As a result of the Transaction, Silver Glory Group Limited holds a controlling interest in the Company and may unilaterally determine the election of the members of the Board of Directors (the "Board") and other substantive matters requiring approval of the Company's stockholders.

Upon the closing of the Transaction, on August 26, 2021, the then current directors and officers of the Company resigned from his or her positions with the Company. The resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. The then current directors and officers also forgave all debts owed by the Company to them and their affiliates.











  11

Concurrently with such resignation, the following individuals were appointed to serve in the offices set forth next to his name until the next annual meeting of stockholders of the Company and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal.

Name                                   Office
Zhigang Pei                            Chief Executive Officer, Chief Financial
                                       Officer, Secretary and Director
Shufang Gao                            Director
David Wei Fang                         Director
Jack Fan Liu                           Independent director
Yee ManYung                            Independent director
Jimmy Weiyu Zhu                        Independent director

None of the directors or executive officers has a direct family relationship with any of the Company's directors or executive officers.

Limited Operating History; Need for Additional Capital

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.

We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.





Going Concern

Our financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of January 31, 2022, the Company had working capital deficit of $80,497 and has incurred losses since its inception resulting in an accumulated deficit of $1,557,764. Further losses are anticipated in the development of the business, raising substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.





Results of Operations



The following table provides selected financial data about our Company as of
January 31, 2022 and July 31, 2021 and for the six months ended January 31, 2022
and 2021.









  12






Balance Sheet Data



                         January 31,       July 31,
                            2022             2021          Change
Cash                    $           -     $    3,951     $   (3,951 )
Total assets                   18,500         17,951            549
Total liabilities              98,997        343,061       (244,064 )
Stockholders' deficit   $     (80,497 )   $ (325,110 )   $  244,613

Summary Income Statement Data





Three Months Ended January 31, 2022, Compared to Three Months Ended January 31,
2021



                             Three Months Ended
                                 January 31,
                              2022          2021        Change
Net Revenue                $        -     $      -     $       -
Total Operating Expenses       57,957       12,308        45,649
Loss From Operations           57,957       12,308        45,649
Other Expenses                              11,381       (11,381 )
Net Loss                   $   57,957     $ 23,689     $  34,268

Revenue. During the three months ended January 31, 2022, and 2021, we did not generate any revenues.

Operating Expenses. Operating expenses were $57,957 and $12,308 for the three months ended January 31, 2022 and 2021, respectively. Operating expenses mainly consisted of professional fees and general administrative expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.

Loss from Operations. For the three months ended January 31, 2022, and 2021, we incurred a loss from operations of $57,957 and $12,308, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other expenses. For the three months ended January 31, 2022, and 2021, we incurred other expenses of $0 and $11,381, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the three months ended January 31, 2022, and 2021, we incurred a net loss of $57,957 and $23,689, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.











  13







Six Months Ended January 31, 2022, Compared to Six Months Ended January 31, 2021




                              Six Months Ended
                                January 31,
                             2022          2021        Change
Net Revenue                $       -     $      -     $       -
Total Operating Expenses     105,103       27,119        77,984
Loss From Operations         105,103       27,119        77,984
Other Expenses                     -       11,381       (11,381 )
Net Loss                   $ 105,103     $ 38,500     $  66,603

Revenue. During the six months ended January 31, 2022, and 2021, we did not generate any revenues.

Operating Expenses. Operating expenses were $105,103 and $27,119 for the six months ended January 31, 2022 and 2021, respectively. Operating expenses mainly consisted of executive compensation, professional fees, and office and miscellaneous expenses. The increase in operating expenses resulted primarily from the increase in executive compensation.

Loss from Operations. For the six months ended January 31, 2022, and 2021, we incurred a loss from operations of $105,103 and $27,119, respectively. The increase in loss from operations was attributable to the increase in our operating expenses.

Other expenses. For the six months ended January 31, 2022, and 2021, we incurred other expenses of $0 and $11,381, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the six months ended January 31, 2022, and 2021, we incurred a net loss of $105,103 and $38,500, respectively. The increase in net loss was primarily attributable to the increase in our operating expenses.

Liquidity and Capital Resources





Working Capital



                                January 31,       July 31,
                                   2022             2021          Change
Current Assets                 $      18,500     $   17,951     $      549
Current Liabilities                   98,997        343,061       (244,064 )
Working Capital (Deficiency)   $     (80,497 )   $ (325,110 )   $  244,613

As of January 31, 2022, we had a working capital deficit of $80,497 as compared to $325,110 as of July 31, 2021. The decrease in working capital deficit was mainly due to a decrease in amounts due to related parties.











  14






Cash Flows



                                             Six Months Ended
                                                January 31,
                                            2022          2021

Cash used in operating activities $ (98,309 ) $ (39,561 ) Cash provided by investing activities

             -             -

Cash provided by financing activities 94,358 39,561 Net change in cash and cash equivalents $ (3,951 ) $ -

Cash Flows from Operating Activities

During the six months ended January 31, 2022, net cash used in operating activities was $98,309, compared to $39,561 for the six months ended January 31, 2021. The increase in net cash used in operating activities was mainly due to the increase in net loss offset by an increase in accounts payables and accrued liabilities.

Cash Flows from Investing Activities

During the six months ended January 31, 2022 and 2021, we had no cash flow from investing activities.

Cash Flows from Financing Activities

During the six months ended January 31, 2022, net cash provided by financing activities was $94,358, compared to $39,561 for the six months ended January 31, 2021. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

© Edgar Online, source Glimpses