10q10k10q10k.net

What changed in Tianci International, Inc.'s 10-K2023 vs 2024

vs

Paragraph-level year-over-year comparison of Tianci International, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+570 added127 removedSource: 10-K (2024-10-22) vs 10-K (2023-10-23)

Top changes in Tianci International, Inc.'s 2024 10-K

570 paragraphs added · 127 removed · 68 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

5 edited+146 added20 removed2 unchanged
Biggest changeTechnical 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.
Biggest changeRoshing’s main customers are oversea traders, direct traders of hardware components, companies engaged in the assembly and sale of finished products and private label entities seeking electronic component procurement with light customization. · Software Technical 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.
The Share Exchange has been accounted for as a “reverse acquisition” effected as a recapitalization, wherein RQS United was 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.
The Share Exchange was accounted for as a “reverse acquisition” effected as a recapitalization, wherein RQS United was 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.
( "Tianci" ), which had previously been a shell corporation with no business operations, completed a share exchange with RQS Capital Limited ( “RQS Capital” ), in which RQS Capital transferred all of the issued and outstanding capital stock of RQS United Group Limited ( “RQS United” ) to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its common stock and paid a cash price of $350,000 (the Share Exchange ”).
( “Tianci” ), which had previously been a shell corporation with no business operations, completed a share exchange with RQS Capital Limited ( “RQS Capital” ), in which RQS Capital transferred all of the issued and outstanding capital stock of RQS United Group Limited ( “RQS United” ) to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its common stock and paid a cash price of $350,000 (the Share Exchange ”).
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 ).
RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong ( Roshing ).
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. e.
Roshing also provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. · Business Consulting Services: Roshing provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, assessment, and preparing related application paper works.
Removed
The Business of 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.
Added
Overview The Company, through Roshing, provides global logistics services, encompassing booking and transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers. As a logistics shipping operator, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service.
Removed
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. To date, Roshing has carried on operations in five categories: a. Electronic Device Hardware Components Product Sales Roshing distributes hardware components to manufacturers of electronic devices.
Added
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that cargo space to its customers (cargo owners or cargo agents).
Removed
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. 2 b. Software and Website Development Services Roshing develops customized freight shipping and related logistic software and websites.
Added
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).
Removed
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.
Added
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.
Removed
Business Consulting Services Roshing assists business enterprises in preparing applications for immigration and non-immigration visas. Roshing performs background checks and cash analysis, then assists the client in preparing the visa application(s). The Company charges a flat fee for these services.
Added
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 during the year ended July 31, 2024. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience.
Removed
Moving forward, by leveraging the professional experience and market resources of the senior management team, Roshing is expected to provide a wide variety of shipping & freight forward services, including sea freight forwarding, air freight forwarding, trucking, and warehousing. Marketing Roshing markets its hardware products directly to the electronic device industry and markets its software directly to wholesalers.
Added
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.
Removed
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.
Added
Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries. Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.
Removed
As a result of this strategic focus, almost 96% of our sales during fiscal year 2022 were made to just five customers, and 52% of our sales during fiscal year 2023 were made to two customers. Vendors Roshing distributes electronic components manufactured by a variety of vendors.
Added
This additional line of business produced 3.4% of our revenues for the year ended July 31, 2024. 1 Our Mission Creating Value As a global logistics enterprise, our primary mission is to provide customers with efficient, reliable, and safe shipping services that create value.
Removed
There is no vendor that, were our relationship to terminate, we could not adequately replace promptly. 3 Roshing employs two software engineers and a logistics project manager, who are together dedicated to fulfillment of the software development contracts entered by Roshing.
Added
Promoting Global Trade & Connectivity As an important component of global trade, global logistics enterprises also have a mission to promote the development and connectivity of global trade, and promote the prosperity and development of the global economy, by facilitating cross-border operations for businesses. We are committed to cultivating a robust global network, both online and offline.
Removed
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 Vendor A.
Added
The online part involves connecting with customers and suppliers through social media platforms. The offline part includes acquiring potential customer through exhibitions, recommendations, and other direct interactions. Undertaking Social Responsibility We believe that shipping companies also need to be socially responsible, pay attention to environmental protection, social welfare, promote sustainable development and contribute to the prosperity and development of society.
Removed
The Protocol provides for Vendor A’s continued involvement in Roshing’s marketing of software, detailing the terms under which Roshing may engage Vendor A to develop specific applications of the software package for customers of Roshing. Competition Roshing competes in all of its market operations with a large number of competitors, big and small.
Added
We strive to optimize shipping routes and transportation plans to reduce energy consumption and emissions. Moreover, we will encourage our supply chain partners to adopt greener transportation and packaging methods, contributing to the sustainability of the entire industry.
Removed
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.
Added
We also seek to actively participate in environmental projects and initiatives and collaborate with government and non-governmental organizations to focus on environmental protection. Our Services Our operations conducted through Roshing include providing the following services to our customers. 1.
Removed
Our emphasis on highly customized software solutions and high-quality hardware products attaches 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.
Added
Global Logistics Services Our global logistics services provided through Roshing accounted for 96.6% of our revenue for the year ended July 31, 2024. These services encompass shipping operations and related logistics solutions. Roshing customizes its logistics solutions to meet the diverse needs of its customers, including the optimization of shipping routes and the utilization of vessels with different tonnages.
Removed
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.
Added
As a global logistics enterprise, depending on the type of cargo, Roshing provides container shipping and bulk goods shipping services. Container shipping is generally for small merchandise which can be palletized and fit into a container. Bulk goods shipping is generally for bulk commodities, such as lumber, steel, construction materials, chemicals, and agricultural products. a.
Removed
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.
Added
Container shipping Roshing’s container shipping service includes: i. Customer Service and Support · Customer Consultation: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. · Customized Solutions: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. 2 ii.
Removed
To achieve this, we strive to increase our marketing efforts and to enhance the quality and capabilities of our software solutions.
Added
Contract and Quotation Management · Transport Contracts: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. · Quotation Services: Providing quotes to customers based on the number of containers, size of containers, routes, shipping dates and various other factors. iii.
Removed
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. 4 · Investment in talent We believe that a core element of the competitiveness of our business is talent.
Added
Financial Management · Cost Management: Managing and optimizing the costs associated with cargo transportation. · Billing and Collection: Handling the billing process and ensuring the timely collection of payments. vi. Risk Management Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. b. Bulk goods shipping Roshing’s bulk goods shipping service includes: i.
Removed
To retain existing and attract potential customers, we will continue to rely on our people and their knowledge and experience in the industry.
Added
Customer Service and Communication Providing ongoing support and clear communication to customers throughout the shipping process, addressing any queries or issues promptly. ii.
Removed
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. · 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.
Added
Fixture Note and Quotation Management · Fixture Note: Managing and maintaining transport contracts to ensure clear and effective agreements for bulk shipping. · Quotation Services: Offering detailed quotations for bulk shipping services, helping customers understand and proposing plans for budget control. iii. Chartering: Arranging the chartering of bulk cargo vessels including negotiating terms and conditions. iv.
Removed
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.
Added
Ship Operations Management Overseeing and supervising the day-to-day operations of the ships involved in bulk cargo transportation. v. Cooperation and Coordination Facilitating collaboration and coordination between various stakeholders involved in the shipping process, such as port authorities, cargo handlers, and other service providers. 3 vii.
Added
Financial Management · Cost Management: Monitoring and optimizing the costs associated with bulk cargo transportation to ensure efficiency and cost-effectiveness. · Billing and Collection: Handling the billing processes and ensuring timely collection of payments. Our General Logistics Service Process Roshing has a long-term and close cooperation with ocean shipping suppliers, including the signing of charter contracts, and service contracts.
Added
When a customer makes an inquiry to Roshing, we are usually able to offer competitive quotes and customize shipping solutions quickly. Roshing begins by thoroughly evaluating the customer’s logistics needs, including the type of goods being shipped, the destination, and the required transportation time. Based on this information, Roshing designs an optimal transportation plan tailored to the customer’s specific requirements.
Added
This plan includes selecting the most efficient shipping routes, determining the appropriate container or bulk cargo vessel size and type, and considering any special handling or regulatory compliance requirements. Roshing then enters into a written contract with the customer for ocean shipping that can best meet the customer’s needs.
Added
This includes selecting a shipment method that aligns with the customer’s timeline and cargo specifications. Roshing works with each customer to develop a cost-effective plan and service terms to meet the client’s specific needs. This involves detailed discussions to ensure that both parties have a clear understanding of expectations, costs, and responsibilities.
Added
Roshing will assign cargo space from the appropriate container or bulk cargo vessel based on the volume and weight of the shipment, minimize shipping costs, select the shortest route to save on freight, and choose the port closest to the customer’s destination.
Added
Throughout the entire shipping process, Roshing maintains close oversight to ensure the safety and timely arrival of goods at the destination port. This involves real-time tracking and monitoring of the shipment, handling any unforeseen issues that may arise, and providing regular updates to the customer.
Added
By doing so, Roshing ensures that the goods are transported safely and arrive within the agreed timeframe, meeting all customer expectations. We believe that Roshing stands out in the global logistics landscape because of its core strengths.
Added
First, Roshing’s management’s extensive network and industry relationships empower us with access to a wide customer base, enabling tailored solutions for an array of logistics requirements. Additionally, our collaboration with direct shipping suppliers ensures competitive rates and transparent service delivery. Moreover, Roshing’s expertise in route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients.
Added
These strengths collectively position us as a competitive player in the industry. 4 1. Container shipping process Roshing has a large network of international container shipping resources to provide customers with flexible booking services and personalized logistics solutions to meet the different needs of customers. a.
Added
Long-term cooperation service agreements · Roshing has a long-term cooperation agreement with container suppliers which grants it priority for container space and preferential prices. b. Customer source and inquiry quotation · Current container shipping logistics customers of Roshing mainly come from the direct business contacts of the Company’s management.
Added
Roshing’s customers are mainly cargo owners, cargo agents, international trade companies and large commodity buyers. At present, the main cargo types of container shipping include: auto parts, electronics and electrical products, clothing and shoes, small consumer products, etc.
Added
The primary routes are from Asia to Africa, America, Europe and Australia. · Customer Inquiry: The customer usually makes an inquiry to Roshing based on the product name, category, quantity, volume, weight, departure port, destination port, arrival time or delivery time of the goods. · Quotation: Roshing generates shipping quotes for its clients based on the size, type and quantity of containers, the customer’s date, shipping providers and route needs. 5 c.
Added
Contract signing and fee collection · The customer places a confirmation order with Roshing, usually in the form of booking order which includes route, shipper, consignee, name of vessel, loading port, discharge port, container type, container quantity, cargo quantity, cargo description, gross weight and other information. · Roshing issues an invoice and debit note to the customer for fee collection. d.
Added
Container freight payment · Roshing notifies the supplier (shipowner, ship carrier, non-vessel operating common carriers and freight forwarder) to confirm the booking information, and the supplier issues an invoice to Roshing for payment. · Roshing makes payment to the supplier and ensures that the supplier completes the shipment according to the agreed upon terms. e.
Added
Transportation arrangements · The customer is responsible for loading goods, container trailers, customs declaration, purchase of insurance and delivery of containers to the container yard at the loading port prior to the shipping cutoff date. · After the customer completes the customs declaration and releases the products, the shipowner loads the containers onto the vessel and ships them to the designated port of destination according to the selected route.
Added
During this period, Roshing notifies the shipowner or the freight forwarder to issue a sea waybill or proforma to the customer detailing the condition that the freight has been received. · After discharging the goods at the destination port, the shipowner will notify the local freight forwarder designated by the customer to complete the customs clearance of the goods and land transportation of the containers to their destination. f.
Added
Follow up work · Roshing oversees the shipment process to ensure it meets the customer’s satisfaction. 6 2. Bulk goods shipping process Roshing’s bulk shipping operator services encompass a broad range of bulk merchandise, including steel, building materials, and engineering materials. Roshing provides customized maritime logistics solutions for customers.
Added
At present, Roshing’s main bulk shipping route covers: Japan, South Korea and Vietnam. To ensure that its customers receive customized shipping plans, Roshing closely follows shipping industry development trends, analyzes the characteristics of its customer’s goods, the port of destination, and timing requirements.
Added
Roshing also constantly optimizes the route layout to improve transportation efficiency and ensure that the goods arrive at the destination safely and on time. a. Customer development · The management and business teams of Roshing promote its services, develop customers and obtain cooperation opportunities through customer visits and direct sales. · Roshing gets referrals from customers and agents.
Added
Roshing then pays a sales commission to the referring customers and agents. b.
Added
Customer inquiry and quotation · Inquiry: The customer puts forward the shipping requirements to Roshing, including the goods to be transported, the type and quantity of the goods, the characteristics of the goods, the transportation time, the destination port, any special arrangements and other needs. · Customized quotation: Roshing carries out pre-quotation work based on customer needs, such as shipping route supply resource inquiry and shipping demand matching.
Added
Roshing then confirms the shipping plan and cost quote with the customer. 7 c.
Added
Contract signing and payments · Contract signing: Roshing usually enters a fixture note with the customer, which contains the details of the specifications, quantities, transit times, prices, pricing methods, and others. · Payment: Roshing calculates the sea freight according to the fixture note and issues an invoice to the customer for the sea freight payment. d.
Added
Supplier’s selecting and chartering · When selecting shipping supplier, Roshing considers the cargo characteristics, ship characteristics, cargo type & quantity, transportation requirements and shipment date. · When signing a fixture note with its customer, Roshing will sign a fixture note with the shipping supplier as well. The shipping suppliers are usually shipowners or ship carriers. e.
Added
Transportation arrangement and payment i. Most of Roshing’s bulk cargo logistics are carried out on a Free In and Out (“FIO”), which means that the shipper is responsible for loading the cargo onto the vessel, the shipowner is responsible for the transport and the consignee is responsible for the unloading process.
Added
The FIO process for international shipping includes: · Merchandise packing, land transportation, warehousing, port operation, customs clearance, loading operation and other work shall be completed by the cargo owner or its agency. · Usually after the goods are loaded on board, the agency obtains the captain’s receipt and issues the bill of landing. · Roshing’s responsibilities include ocean transportation of the goods from the time the goods are loaded onboard, onboard storage management, transportation process, sea navigation planning and adjustment, risk management, until the arrival of the goods at the destination port, and cargo unloading operations.
Added
Roshing’s obligation of carriage is completed when the merchandise is unloaded from the ship. ii. Customs clearance, delivery of goods, and delivery of shipping documents are usually completed by agencies in different ports. In most shipping scenarios, the consignment arrangement is made by the consensual shipping supplier. In some transport scenarios, Roshing directly assigns the agency for customers. iii.
Added
Transportation Fee payment: Roshing usually pays the transportation fee to the shipping supplier in 3-4 days. If there are other fees, such as processing fees, port fees, commission, agency fees and other related fees, the fees are be settled according to the customer’s contract with Roshing. f. Follow up service i.
Added
File Organizing Transportation records: After the shipping process, Roshing will organize and keep all documents and records generated during transportation for record. ii. Customer Feedback Customer feedback: Roshing pays great attention to its customer experience.
Added
It collects customer feedback on transportation services and addresses any problems or complaints that may arise. 8 Other Product & Services · Electronic Device Hardware: Roshing is a distributor of hardware components for electronic devices and generates revenue from reselling these components and is not involved in product development and manufacturing.
Added
The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and software technical services.
Added
INDUSTRY AND MARKET OPPORTUNITIES Logistics Market The classification of the logistics service providers in the global logistics industry Global logistics includes: Air Transport Logistics, Land Transport Logistics, Marine Transport Logistics, Terminal Operator etc. Among them, the Marine Transport Logistics is usually divided into shipping owner (holding ship assets) and shipping operator (not holding ship assets).
Added
The shipping operator includes Container Shipping Operator/ Bulk Shipping Operator/ Liquid Shipping Operator/ Others Shipping Operator. The main business of Roshing belongs to Container Shipping Operator and Bulk Shipping Operator categories. 9 Shipping operators, such as Roshing, play a key role in the global logistics industry.
Added
Their efficient operation management and services not only ensure the safety and punctual delivery of goods, but also play an important role in optimizing the logistics efficiency of global trade. We believe the outlook for the shipping industry is strong.
Added
According to BIMCO (BIMCO is the world’s largest international shipping association, with over 2,000 members in more than 130 countries, representing 62% of the world’s tonnage.), ship supply is expected to grow on average 9.1% in 2024 and 4.1% in 2025. Ship deliveries are expected to hit a new record high in 2024, beating the record set in 2023.

91 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+322 added13 removed12 unchanged
Biggest changeIf 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.
Biggest changeInterest rates, liquidity of credit markets and volatility of capital markets could also affect our business and results of operations as well as our ability to raise capital on favorable terms, or at all. 27 If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.
If our subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing.
If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.
Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.
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.
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.
We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
We are also aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.
We are a holding company incorporated in the United States, and we rely on dividends and other distributions on equity paid by our subsidiary in Hong Kong for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur.
We are a holding company incorporated in the United States, and we rely on dividends and other distributions on equity paid by our subsidiary in Hong Kong for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our stockholders and service any debt we may incur.
At the present time, we are not materially affected by recent statements by the Chinese Government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
At the present time, we are not materially affected by recent statements by the Mainland China Government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.
Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.
The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial by the common shareholders.
The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial by the common stockholders.
China’s government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our common stock.
China’s government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our common stock.
The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the Chinese government to which we are subject may change rapidly and with little advance notice to us or our shareholders.
The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our stockholders.
However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation of Chinese law in Hong Kong.
However, due to long arm provisions under the current Mainland China laws and regulations, there remains regulatory uncertainty with respect to the implementation of Chinese law in Hong Kong.
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.
The Company and its subsidiaries 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.
The PRC laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing.
The Mainland China laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing.
To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our common stock.
To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock.
Tianci is a holding company and we conduct our operation through our operating subsidiary Roshing in Hong Kong. Our operations are primarily located in Hong Kong and a few of our clients are PRC corporations.
Tianci is a holding company and we conduct our operation through our operating subsidiary Roshing in Hong Kong. Our operations are primarily located in Hong Kong and few of our clients are Mainland China residents.
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. During the year ended July 31, 2023, two customers were responsible for over 52% of our revenue.
The revenue generated to date by our business has come from a small number of customers. During the year ended July 31, 2023, two customers were responsible for over 52% of our revenue. During the year ended July 31, 2024, three customers were responsible for over 84% of our revenue.
Gao will have the ability to: · Elect or defeat the election of our directors; · Amend or prevent amendment of our articles of incorporation or bylaws; · Effect or prevent a merger, sale of assets or other corporate transaction; and · Affect the outcome of any other matter submitted to the stockholders for vote.
Gao will have the ability to: · Elect or defeat the election of our directors; · Amend or prevent amendment of our articles of incorporation or bylaws; · Effect or prevent a merger, sale of assets or other corporate transaction; and · Affect the outcome of any other matter submitted to the Stockholders for vote. 43 Moreover, because of the significant ownership position held by Mr.
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.
However, due to the long arm provisions under the current Mainland China 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, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us, which could result in a material change in our operations and/or the value of our common stock.
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.
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. The company relies on few trained internal personnel as the company only has 11 full time employees.
However, based on recent political development, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China.
As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. However, based on recent political development, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China.
Moreover, because of the significant ownership position held by Mr. Gao, new investors will not be able to effect a change in the Company’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.
Gao, new investors will not be able to effect a change in the Company’s business or management, and therefore, stockholders would be subject to decisions made by management and the majority stockholder.
Our inability to retain their services could negatively impact our business and our ability to execute our business strategy. 5 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.
The Company and its subsidiaries 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. The Company and its subsidiaries do not maintain fire, theft, product liability or property insurance of any kind.
Our Board of Directors has the authority to issue additional shares of common stock without consent of any of our stockholders. In addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and other rights of holders of the preferred stock.
In addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and other rights of holders of the preferred stock.
These laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with.
These laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.
In the future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong Kong.
We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong Kong.
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.
In order for Tianci to be viable as a public company, we must increase our revenue. To accomplish that, we must expand our customer base. If we fail to multiply our customers, Tianci’s stock may have no significant value. There are inherent risks whenever a large percentage of revenues are concentrated with a limited number of customers.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.
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.
Consequently, Roshing’s business, prospects, financial condition, and operating results may be significantly and adversely affected. 26 General Business Risks We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.
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.
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 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.
Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock.
Any sale of common stock by us in a future private placement offering could result in dilution to the existing Stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses, acquiring, or establishing strategic relationships with targeted customers and suppliers.
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.
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.
Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority of our clients reside.
To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our common stock. 32 Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority of our clients reside.
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. II. RISKS RELATED TO DOING BUSINESS IN HONG KONG All our operations are in Hong Kong.
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. Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.
We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations. 8 Because we will be subject to “penny stock” rules, the level of trading activity in our stock may be reduced.
In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our Stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations.
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.
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 growth will be challenged and affected, resulting in adjustments to our business strategy. As we have not achieved significant scale, we had and expect to continue to have customer concentration.
The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings. Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock and up to 20,000,000 shares of undesignated preferred stock.
The sale of securities by us in any equity or debt financing could result in dilution to our existing Stockholders.
Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions.
Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong has a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”, while the government of the PRC is responsible for its foreign affairs and defense.
These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business. 7 III. RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK Even if a market for our common stock develops, the stock price is nevertheless likely to be volatile.
These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business. The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.
FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.
The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock. 41 Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our Stockholders, which could adversely affect the rights of the holders of our common stock.
Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s business and management. Shufang Gao, the Chief Executive Officer of Tianci, through his holding company owns securities with 68% of the voting power in Tianci. As a result, Mr.
You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock. Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s business and management.
In addition, our future success depends largely on our ability to retain key consultants and advisors.
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.
Removed
We do not maintain fire, theft, product liability or other insurance of any kind.
Added
RISKS RELATED TO OUR BUSINESS Risks Related to the Global Logistics Services Geopolitical conditions, such as political instability or conflict, terrorist attacks and international hostilities can affect the Maritime transportation industry, which could adversely affect our business.
Removed
To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock. 6 We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have.
Added
We conduct most of our operations outside of the United States and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where we operate.
Removed
You may have difficulty obtaining a price for your shares that you consider reasonable. Although Tianci’s common stock is listed for trading on the OTC Pink Market maintained by OTC Markets, the market for the common stock is very thin, with only occasional trades at prices that increase or decrease significantly and suddenly.
Added
Moreover, we operate in a sector of the economy that has been and is likely to continue to be adversely impacted by the effects of geopolitical developments, including political instability or conflict, terrorist attacks or international hostilities.
Removed
Therefore, if an investor wants to sell shares, there may be no buyer available, or the price offered may be less than the actual value of the shares.
Added
Currently, the world economy faces a number of challenges, including tensions between the United States and China, new and continuing turmoil and hostilities in Russia, Ukraine, the Middle and other geographic areas and countries, continuing economic weakness in the European Union and slowing growth in China and the continuing threat of terrorist attacks around the world.
Removed
Unless and until significant daily volume occurs in the trading market for our shares, the price of the common stock will be affected by many factors that are beyond our control and may not be directly related to our operating performance.
Added
Trade barriers to protect domestic industries against foreign imports depress shipping demand. Protectionist developments, such as the imposition of trade tariffs or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade.
Removed
As a result of these factors, you cannot be assured that when you are ready to sell your shares, the market price will accurately reflect the value of your shares or that you will be able to obtain a reasonable price for your shares.
Added
Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods.
Removed
In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses, acquiring, or licensing additional brands, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership.
Added
Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.
Removed
Until we are able to secure a listing for our common stock on a national securities exchange, it is likely that our common stock will be classified as a “penny stock”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges).
Added
This could have a material adverse effect on our business, financial condition and operating results. Further, protectionist policies in any country could impact global markets, including foreign exchange and securities markets. Any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, results of operations, financial condition and cash flows.
Removed
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission.
Added
Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results. The Company primarily provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary markets and adversely impact our operating results.
Removed
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
Added
For example, international trade is influenced by: · currency exchange rates and currency control regulations; · interest rate fluctuations; · changes and uncertainties in governmental policies and inter-governmental disputes, which could result in increased tariff rates, quota restrictions, trade barriers and other types of restrictions; · changes in and application of international and domestic customs, trade and security regulations; · wars, strikes, civil unrest, acts of terrorism, and other conflicts; · changes in labor and other costs, including the impacts of inflation; · increased global concerns regarding working conditions and environmental sustainability; · changes in consumer attitudes regarding goods made in countries other than their own; · changes in availability of credit; and · changes in the price and readily available quantities of oil and other petroleum-related products. 21 Our industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and the results of operations.
Removed
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account.
Added
The global logistics services industry is intensely competitive and is expected to remain so for the foreseeable future. There are a large number of companies competing in one or more segments of the industry, but the number of firms with a global network that offer a full complement of logistics services is more limited.
Removed
In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
Added
Nevertheless, many of these competitors have significantly more resources than the Company and may pursue acquisition opportunities and are developing new technologies to gain competitive advantages. Depending on the location of the shipper and the importer, we must compete against niche players, larger entities including carriers, and emerging technology companies. The primary competitive factors are price and quality of service.
Removed
Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.
Added
Many larger customers utilize the services of multiple logistics providers. Customers regularly solicit bids from competitors in order to improve service and to secure favorable pricing and contractual terms such as: longer payment terms; flexible-price arrangements; and performance penalties.
Added
Increased competition and competitors’ acceptance of expanded contractual terms coupled with customers’ dissatisfaction with elevated rates, scarce capacity, and extended transit times could result in loss of business, reduced revenues, reduced margins, higher operating costs or loss of market share, any of which would damage our results of operations, cash flows and financial condition.
Added
Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact our margins and operating results. We are not aware of any accurate means of forecasting short-term customer requirements. However, long-term customer satisfaction depends upon our ability to meet these unpredictable short-term customer requirements.
Added
Personnel costs, one of our larger costs, are always less flexible in the very near term as we must staff to meet uncertain demand. As a result, short-term operating results could be disproportionately affected.
Added
The timing of our revenues is, to a large degree, impacted by factors out of our control, such as a sudden change in consumer demand for goods, changes in trade tariffs, product launches and/or manufacturing production delays.
Added
Additionally, many customers ship a significant portion of their goods at or near the end of a quarter, and therefore, we may not learn of a shortfall in revenues until late in a quarter.
Added
To the extent that a shortfall in revenues or earnings was not expected by securities analysts or investors, any such shortfall from levels predicted by securities analysts or investors could have an immediate and adverse effect on the trading price of our stock.
Added
Volatile market conditions can create situations where rate increases charged by carriers and other service providers are implemented with little or no advance notice. We often cannot pass these rate increases on to our customers in the same time frame, if at all. As a result, our yields and margins can be negatively impacted.
Added
Climate change, including measures to address climate change, could adversely impact our business and financial results. The long-term effects of climate change are difficult to predict and may be widespread.
Added
The impacts of climate change may include physical risks (such as rising sea levels, which could affect port operations or frequency and severity of extreme weather conditions, which could disrupt our operations and damage cargo and our facilities), compliance costs and transition risks (such as increased regulation and taxation to support carbon emissions reduction investments), shifts in customer demands (such as customers requiring more fuel efficient transportation modes or transparency to carbon emissions in their supply chains) and customer contractual requirements around environmental initiatives and other adverse effects.
Added
Our non-asset model gives us flexibility and an ability to change locations, modes, and carriers based on evolving operating conditions. However, such impacts may disrupt our operations by adversely affecting our ability to procure services that meet regulatory or customer requirements, depending on the availability of sufficient appropriate logistics solutions.
Added
In addition, the increasing concern over climate change has resulted and may continue to result in more regulations relating to climate change, including regulating greenhouse gas emissions, restrictions on modes of transportation, alternative energy policies and sustainability initiatives, such as the FuelEU Maritime initiative or the EU Emissions Trading System.

298 more changes not shown on this page.

Item 2. Properties

Properties — owned and leased real estate

0 edited+2 added3 removed0 unchanged
Removed
Item 2. Properties 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.
Added
Item 2. Properties Our principal executive office is located at Unit B, 10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong, overing a total area of approximately 200 square feet. The premises are provided by a third-party pursuant to an office rental service agreement and the service term expires in September 2025.
Removed
Roshing also utilized 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 used the space under a sublease that will terminate on August 31, 2024.
Added
After that, we intend to renew the service term. The office meets the office space needs of all of our business segments. Management believes the real property leased by Roshing will be adequate for its operations for the foreseeable future.
Removed
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 Limited. The sublease was terminated on May 31, 2023. Management believes the real property leased by Roshing will be adequate for its operations for the foreseeable future.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+3 added0 removed3 unchanged
Biggest change(d) Securities Authorized for Issuance Under Equity Compensation Plans The Company had no securities authorized for issuance under equity compensation plans as of July 31, 2023. (e) Sale of Unregistered Securities The Company did not make any sale of unregistered securities during the 4 th quarter of fiscal year 2023.
Biggest changeThe shares may be awarded as outright grants or in the form of options, restricted stock, performance shares, deferred stock units or stock appreciation rights. 7,000,000 shares remain available for issuance under the plan. 47 (e) Sale of Unregistered Securities The Company did not make any sale of unregistered securities during the 4 th quarter of fiscal year 2023.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities. (a) Market Information The Company’s common stock is quoted on the OTC Pink Market under the symbol "CIIT". The quotations reported on the OTC Pink Market reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities (a) Market Information The Company’s common stock is quoted on the OTC Pink Market under the symbol “CIIT”. The quotations reported on the OTC Pink Market reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.
(b) Shareholders Our shareholders list contains the names of 111 stockholders of record of the Company’s Common Stock. (c) Dividends Any future decisions regarding dividends will be made by our board of directors.
(b) Shareholders Our shareholders list contains the names of 132 stockholders of record of the Company’s Common Stock. (c) Dividends Any future decisions regarding dividends will be made by our board of directors.
(f) Repurchase of Equity Securities The Company did not repurchase any shares of its common stock during the 4 th quarter of fiscal year 2023. 10
(f) Repurchase of Equity Securities The Company did not repurchase any shares of its common stock during the 4 th quarter of fiscal year 2024.
Added
(d) Securities Authorized for Issuance Under Equity Compensation Plans The information set forth in the table below regarding equity compensation plans (which include individual compensation arrangements) was determined as of July 31, 2024.
Added
Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 0 N.A. 7,000,000 (1) Equity compensation plans not approved by security holders 0 N.A. 0 Total 0 N.A. 7,000,000 ___________________________ (1) In 2024 the Board of Directors adopted the 2024 Equity Incentive Plan.
Added
The Plan authorized the Board to issue up to 7,000,000 common shares during the ten year period of the Plan. The shares may be awarded to employees or directors of Tianci International, Inc. or its subsidiaries as well as to consultants to those entities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

16 edited+29 added23 removed3 unchanged
Biggest changeFor the year ended July 31, 2023 2022 Net cash provided by (used in) operating activities $ 324,581 $ (84,161 ) Net cash used in investing activities Net cash provided by (used in) financing activities (89,476 ) 85,148 Net change in cash and restricted cash $ 235,105 $ 987 13 Operating activities Despite our net loss of $356,089, net cash was provided by operating activities for the year ended July 31, 2023 primarily because our accounts receivable decreased by $737,663 during the period, as we made efforts on the collection process.
Biggest changeDespite our net loss of $356,089 for the year ended July 31, 2023, net cash was provided by operating activities, primarily because our accounts receivable balance decreased by $737,663 during the period, as we made efforts on the collection process.
Cash outflow was offset by the $31,490 in working capital advance from related parties, $84,503 in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580, the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.
This cash outflow was partially offset by $31,490 in working capital advance from related parties, $84,503 in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580, the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.
In connection with the preparation of our financial statements for the year ended July 31, 2023, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”).
In connection with the preparation of our financial statements for the year ended July 31, 2024, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all accounting standards updates (“ASUs”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview On March 3, 2023, Tianci 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 Limited.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 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., Ltd., a company organized under the laws of Hong Kong ( “Roshing” ).
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” ).
Investing activities The company has no investing activities for the years ended July 31, 2023 and 2022. Financing activities Net cash used in financing activities for the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related party in the amount of $341,885.
Net cash used in financing activities for the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related party in the amount of $341,885.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The following summarizes the key components of our cash flows for the year ended July 31, 2023 and 2022.
We cannot assure you that financing will be in place or on terms acceptable to us, if at all. The following table summarizes the key components of our cash flows for the years ended July 31, 2024 and 2023.
We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.
We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions. We started providing logistics services during the quarter ended October 31, 2023.
Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income and statements of cash flows. Item 7a Quantitative And Qualitative Disclosures About Market Risk.
Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets,
The decrease was offset by a decrease of $447,292 in our accounts payable balance attributable to payment to our vendors. In addition, our operating loss of $356,089 included $210,000 in various noncash items.
The decrease was offset by a decrease of $447,292 in our accounts payable balance as we used the accounts payable proceeds to settle our liabilities to our vendors. In addition, our operating loss of $356,089 included $210,000 in stock compensation, a noncash expense.
We are planning to enter the shipping & freight forwarding services in 2023, which may require significant capital expenditure for developing the business. If we determined 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.
Although the business grew rapidly this year, we may require significant capital expenditure in order to obtain additional market share. If we determined 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.
At July 31, 2023 we owed $276,077 to related parties (See Note 3 of the interim financial statement) and $240,800 to officers for compensation under their employment agreements. We believe our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months.
To date, we have financed our operations primarily through capital contributions and advances from shareholders, as well as private investors. At July 31, 2024 we owed $2,271 to our related parties (See Note 4 to the financial statements). We believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months.
Our cost of revenues from our revenue categories are summarized as follows: For the Year Ended July 31, 2023 2022 Cost of Product $ 227,660 $ 336,644 Cost of Service $ 228,834 $ 141,877 $ 456,494 $ 478,521 The year-to-year decrease in our cost of revenues is primarily attributable to the decrease in our revenue.
The breakdown of our cost of revenues is summarized as follows: For the Year Ended July 31, 2024 2023 Cost of Global Logistics Service $ 7,432,806 $ Cost of Product 87,088 227,660 Cost of Other Service 42,192 228,834 Total $ 7,562,086 $ 456,494 Our cost of revenues from global logistics services represented 98% of total cost of revenues for the year ended July 31, 2024.
The professional fees and other costs incurred in connection with the Share Exchange in March 2023 also increased our operating expenses for fiscal year 2023. Income tax expense Our income tax expense amounted to $ 12,095 and $ 31,650 for the year ended July 31, 2023, and 2022, respectively.
The increase was mainly due to the increased commission expenses we paid to agents for referring global logistics customers, and professional fees in relation to our proposed public offering. Income tax expense Our income tax expense amounted to $35,906 for the year ended July 31, 2024 as compared to $12,095 for the year ended July 31, 2023.
Our software related services resulted in a 45.3 % gross loss for the year ended July 31, 2023, again primarily due to the stock-based compensation issued to our developers. 12 Operating Expenses There was significant change in our total operating expenses, which were $339,909 and $82,502 for the year ended July 31, 2023, and 2022, respectively.
Operating Expenses As our business grew, there was a significant increase in our total operating expenses, which were $886,876 for the year ended July 31, 2024 as compared to $339,909 for the year ended July 31, 2023. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company.
Gross Profit We had a gross loss of $4,085 for the year ended July 31, 2023 compared to a gross profit of $274,318 for the year July 31, 2022, which was primarily due to the reduction in revenue without a corresponding reduction in our overall cost of revenues, as discussed above.
The increase in gross profit was primarily attribute to the launch and growth of our global logistics service, as discussed above. For the year ended July 31, 2024, our total gross profit margin was 12.24%, an increase from gross loss of 0.9% for the year ended July 31, 2023.
Removed
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 started also providing immigration-related consulting services in the most recent quarter.
Added
Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including shipping operation management. We also generate a small portion of our revenue from our non-core businesses that we carry on through Roshing, including software development services, consulting services, and the sale of electronic parts. Our primary line of business is global logistics.
Removed
Moving forward, by leveraging the professional experience and market resources of the senior management team, Roshing is expected to provide a wide variety of freight forward services, including sea freight forwarding, air freight forwarding, trucking, warehousing, and custom clearance services.
Added
The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
Removed
Roshing’s business is primarily carried out in Hong Kong, although we realize a substantial portion of our software development revenue in Singapore.
Added
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents).
Removed
Results of Operations Comparison of the year ended July 31, 2023 and 2022 For the year ended July 31, 2023 2022 Change Change Percentage Revenues 452,409 752,839 (300,430 ) -40% Cost of Revenues 456,494 478,521 (22,027 ) -5% Gross (loss) income (4,085 ) 274,318 (278,403 ) -101% Selling and marketing 54,169 4,912 49,257 1003% General and administrative 285,740 77,590 208,150 268% (Loss) income from operations (343,994 ) 191,816 (535,810 ) -279% Provision for income taxes 12,095 31,650 (19,555 ) -62% Net (loss) income (356,089 ) 160,166 (516,255 ) -322% Less: net (loss) income attributable to non-controlling interest (14,879 ) 16,017 (30,896 ) -193% Net (loss) income attributable to Tianci (341,210 ) 144,149 (485,359 ) -337% Revenues During the year ended July 31, 2023, our revenue decreased by $300,430, or approximately 40%, to $452,409 for the year ended July 31, 2023 from $752,839 for the year ended July 31, 2022.
Added
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).
Removed
We experienced decline in both product and service revenues in 2023 due to diminishing market demand and our reduction in marketing expenses.
Added
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.
Removed
We expect our revenue to grow after we add freight forward services to our lines of business. 11 Our revenues from our revenue categories are summarized as follows: For the Year Ended July 31, 2023 2022 Product Revenues $ 294,880 $ 500,500 Service Revenues $ 157,529 $ 252,339 $ 452,409 $ 752,839 Cost of Revenues Total cost of revenues decreased by $22,027, or approximately 5%, to $456,494 for the year ended July 31, 2023 as compared to $478,521 for the year ended July 31, 2022.
Added
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 during year ended July 31, 2024. Shufang Gao, our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience.
Removed
Thus, our cost of revenues from hardware product sales decreased to $227,660 for the year ended July 31, 2023, from $336,644 for the year ended July 31, 2022, as we experienced a 41% decrease in hardware product sales. Nevertheless, overall cost of revenue fell only 5%, while overall revenue fell by 40%.
Added
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.
Removed
The disparity occurred because our cost of revenues from software related services increased by $86,957 to $228,834 for the year ended July 31, 2023, from $141,877 for the year ended July 31, 2022. The increase in cost of revenues from software related services resulted from our grant of common stock as an incentive to our internal software developers.
Added
Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.
Removed
We recorded the $144,000 fair value of the shares as a cost of services.
Added
Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business. 48 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 number of factors which are set forth below.
Removed
The gross profit margin of hardware products decrease by 9.9% to 22.8% for the year ended July 31, 2023, from 32.7% for the year ended July 31, 2022, which was primarily due to rising raw material cost and increasing market competition, which put downward pressure on our pricing.
Added
Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong.
Removed
Our operating expenses primarily include payroll expenses, advertising and rent. The increase was partially due to the stock compensation valued at $66,000 that we issued to the selling and general administrative personnel for their continued service after the reverse merger.
Added
Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, 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.
Removed
The change was mainly due to the decrease in profits subject to taxation in Hong Kong. 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.
Added
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 or social conditions.
Removed
As of July 31, 2023, our working capital deficit was $(284,543), our cash amounted to $256,342, our current assets were $312,226 and our current liabilities were $596,768. To date, we have financed our operations primarily through capital contributions and advances from shareholders.
Added
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.
Removed
Net cash was used in operating activities for the year ended July 31, 2022 primarily because our accounts receivable increased by $737,620 during the year, as we offer long payment terms to our customers, typically 6 months after delivery of service or products.
Added
Our business is also susceptible to downturns and disruptions in the business activities of their direct customers that are beyond their control.
Removed
Nevertheless, cash used in operations during the fiscal year was only $84,161, as we increased our accounts payable balance by $444,944 attributable to long payment terms from our vendors, recorded net income of $160,166, and increased deferred income tax expense, inventory, and income taxes payable for a total amount of $ 48,349.
Added
If sales in a particular geographical market in which our direct customers target operate in decline, 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 and adversely affect our results of operations.
Removed
Net cash provided by financing activities for the year ended July 31, 2022, was primarily attributable to a working capital advance from a related party amounting to $2,007, the operating expenses that are paid directly by shareholders amounting to $77,375, and the payments of Shenzhen China rent by related parities amounting to $20,046.
Added
Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fee that we paid 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 control the cost.
Removed
Cash inflow was offset by repayment of a working capital advance to related party in the amount of $14,280. Impact of the COVID-19 Pandemic The global outbreak of COVID-19 and resulting health crisis has caused, and continues to cause, significant and widespread disruptions to the Hong Kong and global economies, financial and consumer markets.
Added
Results of Operations For the year ended July 31, 2024 and 2023 For the Year ended July 31, Change Change 2024 2023 Amounts Percentage Revenues $ 8,617,265 $ 452,409 $ 8,164,856 $ 1,805% Cost of Revenues 7,562,086 456,494 7,105,592 1557% Gross profit 1,055,179 (4,085 ) 1,059,264 (25931% ) Selling and marketing 365,992 54,169 311,823 576% General and administrative 520,884 285,740 235,144 82% (Loss) from operations 168,303 (343,994 ) 512,297 (149% ) Other (expense) (22,077 ) – (22,077 ) N/A Provision for income taxes 35,906 12,095 23,811 197% Net income (loss) 110,320 (356,089 ) 466,409 (131% ) Less: net income (loss) attributable to non-controlling interest 55,870 (14,879 ) 70,749 (475% ) Net income (loss) attributable to Tianci $ 54,450 $ (341,210 ) $ 395,660 $ (116% ) 49 Revenues For the year ended July 31, 2024, our total revenue increased significantly to $8,617,265 from $452,409 for the year ended July 31, 2023.
Removed
We believe, however, that the COVID-19 outbreak has had very limited impact on our business. During the course of the COVID-19 pandemic, public health officials and other governmental authorities have imposed and may impose new mitigation measures, regulations and requirements to address the spread of COVID-19.
Added
The increase was mainly attributable to the launch and growth of our global logistics service, which contributed 97% of our revenue in the year ended July 31, 2024. The rest of our business lines represent a relatively small percentage of our revenue in 2024. We expect this trend to continue in the foreseeable future.
Removed
Public health officials and other governmental authorities also have imposed directives and may impose additional directives that could require changes in our business practices. The scope and duration of these mitigation measures and directives continue to evolve throughout the course of the COVID-19 pandemic.
Added
For the Year Ended July 31, 2024 2023 Global Logistics Service Revenue $ 8,320,402 $ – Product Sales Revenue 103,382 294880 Other Service Revenues 193,481 157,529 Total $ 8,617,265 $ 452,409 Cost of Revenues Total cost of revenues increased from $456,494 to $7,562,086 for the year ended July 31, 2024.
Removed
Depending on the future course of COVID-19 and further outbreaks, we may experience restrictions and temporary closures of our offices. 14 Although we have continued to serve our clients and operate our business throughout the COVID-19 pandemic, there can be no assurance that future events will not have an effect on our business, results of operations or financial condition because the extent and duration of the health crisis remains uncertain.
Added
The increase was in line with the growth of our global logistics services.
Removed
Future adverse developments in connection with the COVID-19 crisis, including further outbreaks and new strains or variants of COVID-19, evolving international, federal, state and local restrictions and safety regulations in response to COVID-19, changes in consumer behavior and health concerns, the pace of economic activity in the wake of COVID-19, or other similar issues could adversely affect our business, results of operations or financial condition in the future, or our financial results and business performance in future periods.
Added
Cost of global logistics services primarily include the cargo space charged by direct ocean carriers, fees charged by freight forwarders, fees charged for ancillary logistics services, and compensation expenses we paid to our logistics employees. 50 Gross Profit Our gross profits and gross margin of each business line are summarized as follows: For the Year Ended July 31, 2024 2023 Global Logistics Service Gross Profit $ 887,596 $ – Gross Profit Margin 10.67% – Hardware Product Sales Gross Profit $ 16,294 $ 67,220 Gross Profit Margin 15.76% 22.8% Other Services Gross Profit $ 151,289 $ -71,305 Gross Profit Margin 78.19% -45.26% Total Gross Profit $ 1,055,179 $ -4,085 Gross Profit Margin 12.24% -0.9% Our total gross profit increased by $1,059,264 to $1,055,179 for the year ended July 31, 2024.
Removed
We continue to actively manage the impact of the COVID-19 crisis as we face continued uncertainty regarding the impact COVID-19 will have on our financial operations in the near and long term.
Added
Our gross margin from our dominant business line global logistics service was10.67% for the year ended July 31, 2024. We anticipate that the gross margin realized from logistics services is likely to increase in the future as demand picks up post-pandemic with relatively stable global logistics supply.
Removed
The need for, or timing of, any future actions in response to COVID-19 is largely dependent on the mitigation of the spread of the virus along with the adoption and continued effectiveness of vaccines, status of government orders, directives and guidelines, recovery of the business environment, global supply chain conditions, economic conditions, and consumer demand for our products and services, all of which are highly uncertain.
Added
The change was due to the increase in revenue generated during the period. Net income (loss) Total net income was $110,320 for the year ended July 31, 2024. As the Company owns only 90% shares of its operating subsidiary, Roshing, 10% of net income generated by Roshing was attributed to the minority interest.
Added
As a result, the net income for the year ended July 31, 2024 attributable to the shareholders of the Company was $54,450. In comparison, during the year ended July 31, 2023, the Company incurred a net loss of $341,210.
Added
We believe our pivot to the logistics market gives our shareholders an opportunity to benefit from the opportunity presented by this market as the global economy recovers from the pandemic. 51 Liquidity and Capital Resources In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments.
Added
Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of July 31, 2024, we had working capital of $788,354, as our cash amounted to $413,129, our current assets were $910,305 and our current liabilities were $121,951.
Added
For the year ended July 31 2024 2023 Net cash provided by operating activities $ 112,740 $ 324,581 Net cash used in investing activities – – Net cash provided by (used in) financing activities 44,047 (89,476 ) Net change in cash and restricted cash $ 156,787 $ 235,105 Operating activities Net cash of $112,740 provided by operating activities for the year ended July 31, 2024 was primarily the result of net income of $110,320.
Added
A $35,906 increase in income taxes payable and $21,498 increase in accrued liabilities were offset by an noncash item, $24,953 of debt forgiven by a related party, and a decrease of $29,070 in our advances from customers account.
Added
Investing activities The company had no investing activities during the year ended July 31, 2024 and 2023. 52 Financing activities Net cash provided by financing activities for the year ended July 31, 2024 was $44,047, as the proceeds of $513,213 that we received from a private placement offering was partially offset by the $495,356 in fees that we paid to various service providers in anticipation of a public offering of stock.

Other CIIT 10-K year-over-year comparisons