The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of the United States of America (the U.S. GAAP).





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 No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia. Our telephone number is +6012 697 1115.

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, pursuant to Nevada Revised Statutes Section 92A.180 in connection with the merger of us into our then subsidiary, Tianci International Inc.

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.









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Upon the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial Officer of the Company. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. The following individuals were also appointed to serve in the positions set forth next to their names below:

Name Position Chuah Su Chen Director, Chief Financial Officer and Secretary Chuah Su Mei Director, Chief Executive Officer and President Yeow Yuen Kai Director and Chief Technology Officer

Jerry Ooi was appointed to serve as a director effective August 30, 2017. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019.

We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

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 July 31, 2020, the Company had working capital deficiency of $250,726 and has incurred losses since its inception resulting in an accumulated deficit of $1,378,277. 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.









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Results of Operations

The following tables provide selected financial data about our company as of and for the years ended July 31, 2020 and 2019.





Balance Sheet Data



                        July 31,      July 31,
                          2020          2019         Change
Cash                    $   3,968     $   3,968     $      -
Total assets            $  15,968     $  15,998     $    (30 )
Total liabilities       $ 266,694     $ 192,876     $ 73,818
Stockholders' deficit   $ 250,726     $ 176,878     $ 73,848




Summary Income Statement Data



                             For the Years Ended
                                   July 31,
                              2020           2019        Change
Net Revenue                $         -     $      -     $       -
Total Operating Expenses        73,848       88,023       (14,175 )
Loss from Operations            73,848       88,023       (14,175 )
Net Loss                   $    73,848     $ 88,023     $ (14,175 )

Revenue. During the fiscal years ended July 31, 2020 and 2019, we did not generate any revenues.

Operating Expenses. Operating expenses were $73,848 and $88,023 for the years ended July 31, 2020 and 2019, respectively. Operating expenses mainly consisted of professional fees and office and miscellaneous expenses. The decrease in operating expenses resulted primarily from the decrease in office and miscellaneous expenses. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

Loss from Operations. For the years ended July 31, 2020, and 2019, we incurred a loss from operations of $73,848 and $88,023, respectively. The decrease in loss from operations was attributable to the decrease in our office and miscellaneous expenses.

Net Loss. For the years ended July 31, 2020, and 2019, we incurred a net loss of $73,848 and $88,023, respectively. The decrease in net loss was primarily attributable to the decrease in our office and miscellaneous expenses.

Liquidity and Capital Resources





Working Capital



                           July 31,       July 31,
                             2020           2019         Change
Current Assets            $   15,968     $   15,998     $     (30 )
Current Liabilities          266,694        192,876        73,818
Working Capital Deficit   $ (250,726 )   $ (176,878 )   $ (73,848 )








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As of July 31, 2020, we had working capital deficit of $250,726 as compared to working capital deficit of $176,878 as of July 31, 2019. The increase in working capital deficit was mainly due to an increase in amounts due to related parties for the payment of operating expenses.





Cash Flows



                                          For the Years Ended
                                                July 31,
                                           2020          2019

Cash used in operating activities $ (73,230 ) $ (91,539 ) Cash provided by investing activities $ - $ - Cash provided by financing activities $ 73,230 $ 93,507

Cash Flow from Operating Activities

During the year ended July 31, 2020, net cash used in operating activities was $73,230, compared to $91,539 for the year ended July 31, 2019. The decrease in net cash used in operating activities was mainly due to the decrease in net loss.

Cash Flow from Investing Activities

During the years ended July 31, 2020, and 2019, we had no cash flow from investing activities.

Cash Flow from Financing Activities

During the year ended July 31, 2020, net cash provided by financing activities was $73,230, compared to $93,507 for the year ended July 31, 2019. The decrease in net cash provided by financing activities was mainly due to the decrease 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.





Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.









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