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What changed in Tianci International, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tianci International, Inc.'s 2024 and 2025 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 2025 report.

+222 added−304 removedSource: 10-K (2025-10-03) vs 10-K (2024-10-22)

Top changes in Tianci International, Inc.'s 2025 10-K

222 paragraphs added · 304 removed · 167 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThrough the optimization of transportation routes and the reduction of carbon emissions, we aim to further demonstrate our dedication to sustainability and contribute to a greener future. · Continuous Training and Development: We intend to prioritize continuous training and development for our team members to uphold professionalism and ensure their skills remain aligned with industry advancements. 11 Global Logistics Business Market Positioning and Route Optimization · Precise Target Market Positioning: Based on the actual situation and requirements of the Company and our clients, we select the main segments of the shipping market to focus on, such as bulk cargo or containers, and provide customized services tailored to different market demands. · Optimization of Route Layout: Dynamically adjust shipping routes based on global trade flows and customer demands, increase or optimize the allocation of capacity on key routes and improve route coverage and timeliness.
Biggest changeThrough the optimization of transportation routes and the reduction of carbon emissions, we aim to further demonstrate our dedication to sustainability and contribute to a greener future. · Continuous Training and Development: We intend to prioritize continuous training and development for our team members to uphold professionalism and ensure their skills remain aligned with industry advancements. II.
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.
Overview The Company, through Roshing, provides global logistics services, encompassing booking and transportation arrangement and related logistics solutions. As a logistics shipping operator, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
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.
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. c.
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.
Financial Management 2 · 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.
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.
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. 4 f.
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.
Follow up work · Roshing oversees the shipment process to ensure it meets the customer’s satisfaction. 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.
It has not had a material adverse effect upon our capital expenditures, earnings, and we do not anticipate any material adverse effects in the future based on the nature of our future operations. We do not have any relevant records of being penalized for violating environmental protection regulations.
It has not had a material adverse effect upon our capital expenditures, earnings, and we do not anticipate any material adverse effects in the future based on the nature of our future operations. We do not have any relevant records of being penalized for violating environmental protection regulations. * * * * * 9
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.
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 and small consumer products.
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).
For its 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).
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.
These strengths collectively position us as a competitive player in the industry. 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. 3 a.
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.
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 settled according to the customer’s contract with Roshing. 6 f. Follow up service i.
Roshing then pays a sales commission to the referring customers and agents. b.
Roshing then pays a sales commission to the referring customers and agents. 5 b.
Roshing then confirms the shipping plan and cost quote with the customer. 7 c.
Roshing then confirms the shipping plan and cost quote with the customer. c.
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.
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. vi.
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.
Leveraging this experience, he has provided the Company with the managerial framework for expanding its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry.
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.
Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience.
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.
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. It collects customer feedback on transportation services and addresses any problems or complaints that may arise.
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.
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.
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.
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. Container shipping Roshing’s container shipping service includes: i.
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).
For its bulk goods shipping service, Roshing issues fixture notes to customers and arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.
We believe that the expansion of shipping operations will allow us to provide more cost-effective shipping options to our clients, particularly those with large load needs.
We intend to use a portion of the proceeds from our recent public offering to scale up our shipping operations, including chartering additional vessels. We believe that the expansion of shipping operations will allow us to provide more cost-effective shipping options to our clients, particularly those with large load needs.
These companies offer extensive networks and comprehensive services, including advanced tracking technology, competitive pricing, and strong customer service capabilities. Additionally, logistics companies like DHL and FedEx also provide integrated transportation solutions, including container shipping. To maintain competitiveness, Roshing focuses on providing high-quality, customized services, leveraging expertise, and maintaining strong relationships with customers through dedicated support and tailored solutions.
Additionally, logistics companies like DHL and FedEx also provide integrated transportation solutions, including container shipping. To maintain competitiveness, Roshing focuses on providing high-quality customized services, leveraging expertise, and maintaining strong relationships with customers through dedicated support and tailored solutions. Roshing’s bulk shipping operation services compete with major bulk shipping companies such as Oldendorff Carriers, Pacific Basin, and Star Bulk Carriers.
Roshing’s bulk shipping operation services compete with major bulk shipping companies such as Oldendorff Carriers, Pacific Basin, and Star Bulk Carriers. These companies typically have large fleets and extensive global networks, enabling them to offer competitive pricing and reliable services. Additionally, they may have long-term relationships with major industry players and ports, enhancing their operational efficiency.
These companies typically have large fleets and extensive global networks, enabling them to offer competitive pricing and reliable services. Additionally, they may have long-term relationships with major industry players and ports, enhancing their operational efficiency. 7 To compete effectively, Roshing emphasizes efficient operational management, strong collaboration and coordination with stakeholders, and transparent financial management.
Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework for expanding its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry.
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. We are also launching global mineral trade business and currently accumulating a high-grade inventory of industrial metals.
Employees We have 11 full time employees and 1 part time employee. The following table classifies our employees by function as of July 31, 2024: Senior Management 7 Human Resources and Administration 1 Finance 1 Sales and Marketing 2 Total 11 Insurance We participate in employee social security plans for our full-time employees.
The Company is responsible for performing background checks, assessment, and preparing related application paper works. 8 Our People and Culture The following table sets forth the number of our full time employees by function as of July 31, 2025, July 31, 2024 and July 31, 2023: Function As of July 31, 2025 As of July 31, 2024 As of July 31, 2023 Senior Management 7 7 3 Human Resources and Administration 1 1 1 Finance 1 1 1 Sales and Marketing 4 2 2 Procurement 0 0 1 Technical 0 0 2 TOTAL 13 11 10 Insurance We participate in employee social security plans for our full-time employees.
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.
Contract and Quotation Management: Providing quotes to customers based on the number of containers, size of containers, routes, shipping dates and various other factors. ii. 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. iii.
Customer Service and Communication Providing ongoing support and clear communication to customers throughout the shipping process, addressing any queries or issues promptly. ii.
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. Customer Service and Communication: Providing ongoing support and clear communication to customers throughout the shipping process, addressing any queries or issues promptly. ii.
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.
Global Logistics Services Our global logistics services provided through Roshing accounted for the vast majority of our revenue for the years ended July 31, 2025 and 2024. These services encompass shipping operations and related logistics solutions.
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.
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. The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and software technical services.
Not only have we increased the size of our shipping business, we intend to continue to grow our shipping operation business by expanding global routes in addition to focusing on maritime shipping in the Asian region. · Global logistics Network Expansion and Collaborative Partnerships: We aim to broaden our global presence to South America and Africa and forge strategic alliances with regional partners to ensure that we remain agile and responsive to the dynamic demand of the market. · Risk Management and Compliance Adherence: We intend to maintain compliance with pertinent international and local regulations as a priority to mitigate associated risks.
Or strategies for growth include: · Global logistics Network Expansion and Collaborative Partnerships: We aim to broaden our global presence to South America and Africa and forge strategic alliances with regional partners to ensure that we remain agile and responsive to the dynamic demand of the market. · Development of a proprietary presence in the global market for bulk chrome and manganese ore.
To compete effectively, Roshing emphasizes efficient operational management, strong collaboration and coordination with stakeholders, and transparent financial management. By offering personalized customer service and flexible chartering options, Roshing strives to stand out in the market and build long-term customer loyalty.
By offering personalized customer service and flexible chartering options, Roshing strives to stand out in the market and build long-term customer loyalty. Our Growth Strategies Our growth plan includes a continued focus on the global logistics service as our primary business segment.
They will benefit from a 1.7% and 1.2% increase in global steel demand in 2024 and 2025 respectively as forecast by the World Steel Association. 10 Global Logistics Business Strengths · Specialized Services: We boast a professional team that uses its collective experience and connections to provide clients with tailored, efficient, and reliable global logistics solutions.
Global Logistics Business Strengths · Specialized Services: We boast a professional team that uses its collective experience and connections to provide clients with tailored, efficient, and reliable global logistics solutions. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management and logistics transportation.
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.
Roshing also generates a small portion of revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business. Our Services Our operations, conducted through Roshing, include providing the following ser vices to our customers. 1 I.
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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.
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We intend to integrate the distribution of ore with our existing shipping operations to provide end-to-end supply chain solutions for metallurgical and steelmaking customers. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region. We are strategically extending our services to other continents.
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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.
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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. As a global logistics enterprise, depending on the type of cargo, Roshing provides container shipping and bulk goods shipping services.
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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.
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This stability in transport capacity is particularly beneficial for clients with recurring shipping needs. Competition Roshing’s container shipping operation faces competition from global and regional shipping companies such as Maersk, Mediterranean Shipping Company (MSC), and CMA CGM Group. These companies offer extensive networks and comprehensive services, including advanced tracking technology, competitive pricing, and strong customer service capabilities.
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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.
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We are currently accumulating a high-grade inventory of these industrial metals by sourcing directly from resource-rich regions.
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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.
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We intend to integrate the distribution of ore with our existing shipping operations to provide end-to-end supply chain solutions for metallurgical and steelmaking customers. · Environmental Responsibility and Sustainable Practices: We are committed to environmental responsibility and sustainable practices, and as such, we plan to prioritize environmentally friendly ship cooperation.
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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.
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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.
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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.
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The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and software technical services.
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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).
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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.
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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.
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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.
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The fleet is expected to grow 14.9% between the end of 2023 and the end of 2025. Cargo volumes are expected to grow 3-4% in both 2024 and 2025.
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Macro Economy Growth According to the International Monetary Fund’s (IMF) estimates, the global economy should grow 3.1% in 2024 and 3.2% in 2025, slightly higher than the 3.0% estimated for 2023, indicating a modest but positive trend in global economic expansion.
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In our primary area of operations in East and Southeast Asia, the growth is expected to be 4.0% in 2024 and 3.8% in 2025. According to BIMCO: Iron ore shipments are estimated to grow 2.5% from 2023 to 2025. BIMCO estimates that iron ore shipments will grow by 1-2% in 2024 and 0.5-1.5% in 2025.
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This stability in transport capacity is particularly beneficial for clients with recurring shipping needs. Our Growth Strategies Our growth plan includes a continued focus on the global logistics service as our primary business segment. As our capital resources increase, we intend to scale up our shipping operations, including chartering additional vessels.
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Additionally, we have designated a risk management strategy to effectively address and mitigate potential risk issues, ensuring that we operate in accordance with regulatory requirements and maintain the highest standards of corporate governance. · Environmental Responsibility and Sustainable Practices: We are committed to environmental responsibility and sustainable practices, and as such, we plan to prioritize environmentally friendly ship cooperation.
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Capacity Management and Cooperative Alliances · Reasonable Allocation of Capacity Resources: Develop plans for chartering based on market demand and supply trends, to optimize the allocation of capacity resources. · Strengthen Cooperation and Alliances: Actively establish close cooperative relationships with other shipping companies, shipping agents, ports, logistics providers, etc., to reduce costs and improve efficiency through resource sharing and mutual benefit.
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Service Innovation and Quality Enhancement Strict Control of Service Quality: Strengthen internal management, improve employee quality, ensure that service quality and safety levels meet international standards, and build a good corporate image.
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Sustainable Development Formulation of Sustainable Development Strategies: Integrate environmental protection concepts into the Company’s long-term development plans and achieve sustainable development goals through measures such as optimizing routes and reducing emissions.
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Risk Management and Response Mechanisms Establishment of Sound Risk Management Systems: Establish sound risk warning and prevention mechanisms for various risks faced by the shipping market, such as freight rate fluctuations, exchange rate changes, and policy adjustments. Formulation of Flexible Response Strategies: Timely formulate or adjust operational strategies based on market changes and policy adjustments to ensure stable business development.
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Our Growth Plan Our growth plan includes a continued focus on the global logistics service as our primary business segment. We intend to use capital as it becomes available to scale up our shipping operations, including chartering additional vessels.
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We believe that the expansion of shipping operations will allow us to provide more cost-effective shipping options to our clients, particularly those with large load needs. 12 Not only have we increased the size of our shipping business, we intend to continue to grow our shipping operation business by expanding global routes in addition to focusing on maritime shipping in the Asian region.
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Our growth plan includes: Growth plan for container shipping operator service a. Increase the number of container shipping customers · Expand direct customers: Increase customer development activities by the Company’s management and business team. · Our goal is to increase the number of container shipping customers by approximately 50% annually. b.
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Increase industry acquisition · Acquire a container operator: We hope to identify and acquire an appropriate container shipping operating company with annual revenue of more than $10 million, that has experience operating routes in South America and Africa, a good reputation in the market and long-term customer relationships. · Increase the Dry Bulk and Container business of subsidiaries outside Hong Kong: We hope to expand our operations outside Hong Kong to include new dry bulk markets, particularly in South America and Africa.
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We also hope to increase coverage of major global trade routes, enhancing market diversification and risk resilience. We hope to expand the scale of the charter fleet to support increased operations and market reach. Growth plan of Bulk shipping operator service a. Increase the number of bulk shipping customers · Online: Increase contact with customers via Internet/communication.
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Offline: Establish contact with new customers by participating in exhibitions and increasing channel agent cooperation. · Expand direct customers: Increase customer development activities by the Company’s management and business team. · Our goal is to increase the number of bulk shipping customers by approximately 30% annually. b.
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Increase the number of ship charters and freight capacity · We hope to increase the number of ship charters from our current monthly transport of bulk and general cargo of 2-3 ships with a volume of about 4,000-10,000 tons to 4-5 ships per month by 2025, with an approximate volume of about 8,000-15,000 tons. iii.
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Increase the number of routes · At present, Asia is our primary area of operation.
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We seek to expand our area of operations and increase the number of routes to South America and Africa in the future. 13 Competition Roshing’s container shipping operation faces competition from global and regional shipping companies such as Maersk, Mediterranean Shipping Company (MSC), and CMA CGM Group.
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Marketing and Promotion Activities For the year ended July 31, 2024, Roshing maintained its marketing and sales team in its corporate office with four employees. Roshing implements the following strategies when engaging in marketing and customer acquisition: · Market positioning: Roshing targets specific customer demographics, analyzes market segments and the needs of its target customers, and identifies high-value customer segments.
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For example, in the shipping/logistics sector its potential clients include import/export companies, manufacturing enterprises, e-commerce platforms, and distributors for large logistics companies. In the electronic device hardware trading sector, its clients are typically medium-sized non-Hong Kong traders and direct hardware and finished product sales brands.
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In the consulting services sector, its target groups encompass companies with software technology needs, business owners with domestic and international operations requirements, and clients seeking cross-border business consulting services. · Marketing mix strategies: Roshing develops comprehensive marketing mix strategies, encompassing product, pricing, and distribution strategies.
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This involves offering a diverse range of services to meet varying customer needs, devising reasonable pricing strategies based on customer demands and market competition, and establishing diverse sales channels including direct and agent sales. · Customer relationship management: Roshing establishes robust customer relationship management systems through regular customer communication and satisfaction surveys to understand customer needs and feedback.
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This enables us to adjust service strategies promptly, thereby enhancing customer satisfaction and loyalty. · Industry resources: Roshing conducts interviews and business introductions targeting potential customers leveraging the industry resources and customer base accumulated by its management and teams. · Digital transformation: Roshing leverages technologies such as big data and customer management systems for customer data analysis, enabling precision marketing through online channels like social media and e-commerce platforms.
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This facilitates the expansion of its customer base and enhances marketing effectiveness. For consulting service clients, Roshing’s future plans include increasing customer acquisition through social media, community marketing, website content, and participation in thematic exhibitions. 14 Customers For the year ended July 31, 2024, three customers accounted for 48%, 25% and 11% of the Company’s total revenues.
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Each of them belongs to the logistics business section. For the year ended July 31, 2023, two customers accounted for 41% and 11% of the Company’s total revenues. As of July 31, 2024 and July 31, 2023, no customer accounted for over 10% of the Company’s total accounts receivable.
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REGULATIONS Regulations Related to our Business Operation in Hong Kong Roshing is Tianci’s subsidiary established in Hong Kong through which Tianci conducts its operations.
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As of the date of this report, there was no statutory or mandatory licensing and qualification system in Hong Kong governing the global logistics services, electronic device hardware components products sales, technical service of the software and website development and business consulting services provided by Roshing.
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Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business. 15 Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business.
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The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe 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.
Biggest changeOur articles of incorporation allow 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 board of directors has the authority to fix and determine the relative rights and preferences of preferred stock.
In addition, there can be no assurance that (i) all of our intellectual property rights will be adequately protected, or (ii) our intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. As of the date of this report, we have only two domain names: roshing.com and tianci-ciit.com.
In addition, there can be no assurance that (i) all of our intellectual property rights will be adequately protected, or (ii) our intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. As of the date of the Report, we have only two domain names: roshing.com and tianci-ciit.com.
Interest 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.
Interest 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. If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.
Some of these target specifications, such as those dependent on battery technology, are constrained by the pace of general technological advancement and the capabilities of its suppliers, which are largely beyond its control. 25 Roshing’s software and website may contain design or manufacturing defects that result in unsatisfactory performance or require repair.
Some of these target specifications, such as those dependent on battery technology, are constrained by the pace of general technological advancement and the capabilities of its suppliers, which are largely beyond its control. Roshing’s software and website may contain design or manufacturing defects that result in unsatisfactory performance or require repair.
Therefore, proactive measures to address these customer-related risks are essential for maintaining Roshing’s competitive edge and safeguarding its operations. 23 Our revenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container loads from time to time.
Therefore, proactive measures to address these customer-related risks are essential for maintaining Roshing’s competitive edge and safeguarding its operations. Our revenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container loads from time to time.
If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. 33 There are political risks associated with conducting business in Hong Kong. Substantially all our operations are based in Hong Kong.
If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. There are political risks associated with conducting business in Hong Kong. Substantially all our operations are based in Hong Kong.
However, it remains unclear what further actions, if any, the U.S. executive branch, the SEC, and PCAOB will take to address the problem. 34 On August 6, 2020, the President’s working group released a report recommending that the SEC take steps to implement the five recommendations outlined in the report.
However, it remains unclear what further actions, if any, the U.S. executive branch, the SEC, and PCAOB will take to address the problem. On August 6, 2020, the President’s working group released a report recommending that the SEC take steps to implement the five recommendations outlined in the report.
If we are unable to promote our brand image and protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may be adversely affected. 30 We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.
If we are unable to promote our brand image and protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may be adversely affected. We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.
New laws, regulations, and other government directives in the PRC may also be costly to comply with. 31 We are 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 China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
New laws, regulations, and other government directives in the PRC may also be costly to comply with. 21 We are 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 China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
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.
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. 31 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, Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our Stockholders from realizing a premium over our stock price.
In addition, Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control over us, which in turn could reduce our stock price or prevent our Stockholders from realizing a premium over our stock price.
If (i) we and our subsidiaries do not receive or maintain such permissions or approvals, should such approvals be required in the future by the PRC government, (ii) we and our subsidiaries inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.
If (i) we and our subsidiaries do not receive or maintain such permissions or approvals, should such approvals be required in the future by the PRC government, (ii) we and our subsidiaries inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently outstanding may substantially decline in value and become worthless.
Some of our directors and officers are Hong Kong nationals or residents. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the report.
Some of our directors and officers are Hong Kong nationals or residents. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in this Report.
In addition, Roshing’s logistics service involve handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across Roshing’s logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers.
In addition, Roshing’s logistics service involves handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across Roshing’s logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers.
On April 21, 2020, the SEC Chairman and PCAOB Chairman, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China.
On April 21, 2020, the SEC Chairman and PCAOB Chairman, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China.
Furthermore, if Roshing fails to prevent prohibited or restricted items from entering into its network and if it participates in the facilitate transportation and delivery of such items unknowingly, Roshing may be subject to administrative or even criminal penalties, and if any personal injury or property damage is concurrently caused, it may also be liable for civil compensation.
Furthermore, if Roshing fails to prevent prohibited or restricted items from entering into its network and if it participates in facilitating transportation and delivery of such items unknowingly, Roshing may be subject to administrative or even criminal penalties, and if any personal injury or property damage is concurrently caused, it may also be liable for civil compensation.
Senate passed the Holding Foreign Companies Accountable Act, or the Act. The Act was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the Act was signed into public law by the President of the United States.
On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act, or the Act. The Act was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the Act was signed into public law by the President of the United States.
On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous Determination Report to the contrary. 35 Michael T.
On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous Determination Report to the contrary.
See “Business of the Company - Regulations — Regulations Related to our Business Operation in Hong Kong — Regulations related to employment and labor protection” for details. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment.
See “Regulations — Regulations Related to our Business Operation in Hong Kong — Regulations related to employment and labor protection” for details. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment.
It is also highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges.
It is also highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments and the listing of our common stock on a U.S. or other foreign exchanges.
GAAP; (iii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the geographic locations of our clients or the locations where services are rendered; (v) the length of billing and collection cycles and changes in amounts that may become uncollectible; (vi) changes in the frequency and complexity of government regulatory and enforcement activities; (vii) business and asset acquisitions; (viii) fluctuations in the exchange rates of various currencies against the U.S. dollar; (ix) fee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy; and (x) economic factors beyond our control.
GAAP; (iii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the geographic locations of our clients or the locations where services are rendered; (v) the length of billing and collection cycles and changes in amounts that may become uncollectible; (vi) changes in the frequency and complexity of government regulatory and enforcement activities; (vii) business and asset acquisitions; (viii) fluctuations in the exchange rates of various currencies against the U.S. dollar; (ix) fee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy; and (x) economic factors beyond our control. 13 The results of different segments and practices may be affected differently by the above factors.
In the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this report, on the basis that (i) we are a Nevada company and our only operating subsidiary, Roshing, is a Hong Kong company and is headquartered in Hong Kong, neither entity has operations in Mainland China; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are us controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (iv) only a few of Roshing’s customers are Mainland China residents, which contributed 5.2% and 0.4% of our revenue for the years ended July 31, 2023 and 2024, respectively; (v) the majority of our senior managers in charge of the Company’s business operation and management are Hong Kong nationals and domiciled in Hong Kong; and (vi) all of Roshing’s employees are Hong Kong residents, we and our subsidiaries are not required to obtain any permissions or approvals from the Mainland China authorities for consummating any offering, including but not limited to the CSRC, to operate Roshing’s business or to list our securities on the U.S. exchanges and offer securities, including but not limited to issuing our common stock to foreign investors.
As of the date of this Report, on the basis that (i) we are a Nevada company and our only operating subsidiary, Roshing, is a Hong Kong company and is headquartered in Hong Kong, neither entity has operations in Mainland China; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are us controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (iv) only few of Roshing’s customers are Mainland China residents, which contributed 0.4% and nil of our revenue for the years ended July 31, 2024 and 2025, respectively; (v) the majority of our senior managers in charge of the Company’s business operation and management are Hong Kong nationals and domiciled in Hong Kong; and (vi) all of Roshing’s employees are Hong Kong residents, it is our opinion that we and our subsidiaries are not required to obtain any permissions or approvals from the Mainland China authorities, including but not limited to the CSRC, to operate Roshing’s business or to list our securities on the U.S. exchanges and offer securities, including but not limited to issuing our common stock to foreign investors.
Our business could be negatively affected by rising inflation and interest rates. Various macroeconomic factors could adversely affect our business, financial condition and results of operations, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets.
Various macroeconomic factors could adversely affect our business, financial condition and results of operations, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets.
Our corporate governance documents include provisions: · limiting the liability of, and providing indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; · providing our board of directors with the express power to postpone previously scheduled annual meetings; · permitting the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and · restricting the ability to adopt a new bylaw to a majority vote of stockholders, while the Board has the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.
Our corporate governance documents include provisions: · limiting the liability of, and providing indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; · providing our board of directors with the express power to postpone previously scheduled annual meetings; · permitting the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and · restricting the ability to adopt a new bylaw upon a majority vote of stockholders.
In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following: · variations in our revenues, earnings and cash flow; · announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; · announcements of new offerings, solutions and expansions by us or our competitors; · detrimental adverse publicity about us, our brand, our services or our industry; · additions or departures of key personnel; and · potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following: · variations in our revenues, earnings and cash flow; · announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; · announcements of new offerings, solutions and expansions by us or our competitors; · detrimental adverse publicity about us, our brand, our services or our industry; · additions or departures of key personnel; and · potential litigation or regulatory investigations. 30 Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.
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.
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.
For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland-China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland-China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. 26 On December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022.
If there is significant change to current political arrangements between Mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our common stock to significantly decline or become worthless.
If there is significant change to current political arrangements between Mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our common stock to significantly decline or become worthless. 28 Risks Related to Taxation Non-compliance with tax obligations may adversely affect our business and operation results.
In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.
In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected. 29 Risks Related to Our Common Stock An active, liquid, and orderly market for our common stock may not develop.
Currently we do not expect the Cybersecurity Review Measures to have an impact on the business and operations of our Hong Kong operating subsidiary, Roshing, or any offering, because (i) Roshing is incorporated and primarily operating in Hong Kong without any subsidiary or VIE structure in Mainland China; and (ii) as of the date of this report, Roshing has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review for public offering.
Currently we do not expect the Cybersecurity Review Measures to have an impact on the business and operations of our Hong Kong operating subsidiary, Roshing, because (i) Roshing is incorporated and primarily operating in Hong Kong without any subsidiary or VIE structure in Mainland China; and (ii) Roshing was not informed by any PRC governmental authority of any requirement that it file for a cybersecurity review in connection with its recent public offering.
Studer CPA P.C. serves as an auditor of companies that are traded publicly in the United States and is a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Michael T.
Bush & Associates CPA LLC serves as an auditor of companies that are traded publicly in the United States and is a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.
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.
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; 10 · 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.
The results of different segments and practices may be affected differently by the above factors. The positive effects of certain events or factors on certain segments and practices may not be sufficient to overcome the negative effects of those same events or factors on other parts of our business.
The positive effects of certain events or factors on certain segments and practices may not be sufficient to overcome the negative effects of those same events or factors on other parts of our business.
Corporations for the tax period ending July 31, 2021, totaling $25,000. We promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect. However, as of now, we have not received any final decision from the IRS regarding their intended course of action.
We promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect. However, as of now, we have not received any final decision from the IRS regarding their intended course of action.
Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up 80,000 shares of Series A Preferred Stock and 20,000,000 shares of undesignated preferred stock.
Our board of directors has the authority to issue up to 80,000 shares of Series A Preferred Stock and 20,000,000 shares of undesignated preferred stock.
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.
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.
Shufang Gao, the Chief Executive Officer of Tianci, through his 60% holding in RQS Capital, which has 61.89% of the voting power, together with common stock owned by himself, controls securities with 62.11% of the voting power in Tianci. As a result, Mr.
Shufang Gao, the Chief Executive Officer of Tianci, through his 60% holding in RQS Capital, together with common stock owned by himself, controls securities with 57.7% of the voting power in Tianci. As a result, Mr.
We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business and our reputation .
If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our common stock could decline. 17 We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business and our reputation .
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.
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, stockholders would be subject to decisions made by management and the majority stockholder.
Each share of Series B Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate.
Each share of Series B Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. As of the date of this Report, none of the shares of Series B Preferred Stock have been converted.
Our bylaws, amended articles of incorporation and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt. Our bylaws, amended articles of incorporation and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
As a result, average wages in Hong Kong are expected to continue to increase. We expect that Roshing’s labor costs, including wages and employee benefits, will continue to increase.
The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. We expect that Roshing’s labor costs, including wages and employee benefits, will continue to increase.
We anticipate that competition may intensify further as the freight software industry matures and consolidates. Roshing’s key strength lies in providing tailored services to wholesalers, e-commerce retailers and freight forwarders in market segments that share the value of Roshing’s technology.
The industry in which Roshing operates has low barriers to entry and is highly fragmented and very competitive. We anticipate that competition may intensify further as the freight software industry matures and consolidates. Roshing’s key strength lies in providing tailored services to wholesalers, e-commerce retailers and freight forwarders in market segments that share the value of Roshing’s technology.
No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.
No assurance can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.
Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us and our customers, service providers, and other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.
Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us and our customers, service providers, and other partners.
The shipment of these products from Mainland China exposes us to the possibility of product supply disruption and increased costs in the event of changes in the economics condition of China.
Its Hardware Products mostly are shipped from facilities located in Guangdong, China. The shipment of these products from Mainland China exposes us to the possibility of product supply disruption and increased costs in the event of changes in the economics condition of China.
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.
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.
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.
As a result, our yields and margins can be negatively impacted. 11 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.
Furthermore, the Trial Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator;(ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing; and (iii) file with the CSRC within three business days upon the completion of subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities.
Furthermore, the Trial Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing. 27 As the Trial Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented.
Roshing also may suffers from weather-related or other events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions, which may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy its assets or the assets of its customers or otherwise adversely affect the business or financial condition of Roshing’s customers, any of which developments could adversely affect its results or make its results more volatile. 24 Risk Related to Other Products & Services Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact on its operations.
Roshing also may suffers from weather-related or other events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions, which may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy its assets or the assets of its customers or otherwise adversely affect the business or financial condition of Roshing’s customers, any of which developments could adversely affect its results or make its results more volatile.
Additionally, fluctuations in Hong Kong’s global business attractiveness or other factors may impact the number of enterprises establishing business activities in Hong Kong, potentially slowing business demand and affecting the growth of consulting enterprises we serve.
Additionally, fluctuations in Hong Kong’s global business attractiveness or other factors may impact the number of enterprises establishing business activities in Hong Kong, potentially slowing business demand and affecting the growth of consulting enterprises we serve. Consequently, Roshing’s business, prospects, financial condition, and operating results may be significantly and adversely affected.
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.
The revenue generated to date by our business has come from a small number of customers. During the year ended July 31, 2025, two customers accounted for 68.9% of our revenue. During the year ended July 31, 2024, three customers accounted for approximately 84% of our revenue.
Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock, up to 80,000 shares of Series A Preferred stock, up to 80,000 shares of Series B Preferred stock, and up to 19,920,000 shares of undesignated preferred stock.
Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock, up to 80,000 shares of Series A Preferred stock, up to 80,000 shares of Series B Preferred stock, and up to 19,920,000 shares of undesignated preferred stock. Of those shares, approximately 103,048,197 shares remain available for issuance.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations. 29 Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.
Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.
This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.
We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
In addition, the delisting of our common stock could significantly impair our ability to raise capital. 32 We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
In addition, although Roshing may be able to identify new suppliers that can provide more effective services and products to be more competitive, Roshing may not be able to arrange satisfactory arrangements in a timely manner, if at all. If that happens, its business, prospects, results of operations and financial condition will be materially adversely affected.
In addition, although Roshing may be able to identify new suppliers that can provide more effective services and products to be more competitive, Roshing may not be able to arrange satisfactory arrangements in a timely manner, if at all.
Roshing may not be able to continue to recruit, train and retain dedicated and qualified consultants who are essential to the success of its business and the effective delivery of policy and business advisory services to its individual and corporate clients.
If that happens, its business, prospects, results of operations and financial condition will be materially adversely affected. 15 Roshing may not be able to continue to recruit, train and retain dedicated and qualified consultants who are essential to the success of its business and the effective delivery of policy and business advisory services to its individual and corporate clients.
In the event that the supply of components or finished products is interrupted or relations with any of its principal vendors is terminated, there could be increased costs and considerable delay in finding suitable replacement sources to manufacture the electronic device hardware components products (“Hardware Products”). Its Hardware Products mostly are shipped from facilities located in Guangdong, China.
Roshing markets off-the-shelf products, which ships directly from the manufacturer to Roshing’s customer. In the event that the supply of components or finished products is interrupted or relations with any of its principal vendors is terminated, there could be increased costs and considerable delay in finding suitable replacement sources to manufacture the electronic device hardware components products (“Hardware Products”).
Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. 36 While we believe that we and our subsidiaries are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing and offering of our securities, and it is very unlikely that we or our subsidiaries will be required to do so in the future, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.
While we believe that we and our subsidiaries are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing and offering of our securities, and it is very unlikely that we or our subsidiaries will be required to do so in the future, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.
Strategic alliances with third parties could also subject us to a number of risks, including risks associated with potential leakage of proprietary information, non-performance by the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business.
Strategic alliances with third parties could also subject us to a number of risks, including risks associated with potential leakage of proprietary information, non-performance by the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business. 18 If we cannot successfully execute or effectively operate, integrate, leverage and grow the acquired businesses or strategic alliances, our financial results and reputation may be materially and adversely affected.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. The Nevada Revised Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders.
The Board shall have the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation. 19 These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. The Nevada Revised Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders.
And we cannot assure you that the NASDAQ Capital Market or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
We cannot assure you that the NASDAQ Capital Market or other regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. 25 Increases in labor costs in Hong Kong and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Roshing and our results of operations.
Item 1A. Risk Factors Investing in our common stock involves risk. You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock.
Item 1A. Risk Factors RISK FACTORS Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Report, including our consolidated financial statements and the related notes.
These breaches, whether initiated by us or the shipping suppliers, pose potential risks to the continuity and efficiency of Roshing’s operations. Adhering to the terms outlined in these agreements is important to maintaining positive relationships with Roshing’s partners and ensuring the operation of Roshing’s shipping activities and logistics services.
Adhering to the terms outlined in these agreements is important to maintaining positive relationships with Roshing’s partners and ensuring the operation of Roshing’s shipping activities and logistics services.
Roshing is subject to potential risks arising from contractual obligations with shipping suppliers. Roshing’s contractual obligations with shipping suppliers encompass precise terms and conditions. Should either party fail to uphold these provisions, it may result in legal disputes, financial penalties, and interruptions in service.
Roshing’s contractual obligations with shipping suppliers encompass precise terms and conditions. Should either party fail to uphold these provisions, it may result in legal disputes, financial penalties, and interruptions in service. These breaches, whether initiated by us or the shipping suppliers, pose potential risks to the continuity and efficiency of Roshing’s operations.
On April 22, 2024, we promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect.
On April 22, 2024, we promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect. On May 10, 2024, the company paid $20,184.43 by check to IRS for the tax period ending July 31, 2023.
In addition, we or members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder lawsuits, which could impose significant additional costs on us and divert management attention. 28 We may fail to make necessary acquisitions or investments or enter desirable strategic alliances, and we may not be able to achieve the anticipated benefits from such acquisitions, investments or strategic alliances.
In addition, we or members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder lawsuits, which could impose significant additional costs on us and divert management attention.
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.
General Business Risks We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.
However, we have been advised by our Hong Kong counsel that laws, regulations, or policies in Hong Kong could change in the future.
However, we are aware that laws, regulations, or policies in Hong Kong could change in the future.
Product liability lawsuits, regardless of the outcome, may entail significant time and expenses for defense. In the absence of product liability insurance and without being named insured on its suppliers’ policies, Roshing faces the risk of being unable to cover claims or seek reimbursement from suppliers, leaving us potentially exposed to financial liabilities.
In the absence of product liability insurance and without being named insured on its suppliers’ policies, Roshing faces the risk of being unable to cover claims or seek reimbursement from suppliers, leaving us potentially exposed to financial liabilities. 14 The software and website development markets are highly competitive. The management software and website development industries are highly competitive.
In addition, in the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this report, we are not subject to the cybersecurity review by the CAC over data security and future offering because we are a Nevada company and our only operating subsidiary is a Hong Kong company, and neither entity has operations in Mainland China. 38 Further, we expect that we and our subsidiaries’ operations will continue to be conducted in Hong Kong, as is the case as of the date of this report.
In addition, it is our opinion that we are not subject to the cybersecurity review by the CAC over data security and our offerings because we are a Nevada company and our only operating subsidiary is a Hong Kong company, and neither entity has operations in Mainland China.
Tariffs could increase the cost of the goods and products which could affect customers’ investment decisions. In addition, political uncertainty surrounding international trade disputes and the potential of the escalation to a trade war could have a negative effect on customer confidence, which could materially and adversely affect our business.
In addition, political uncertainty surrounding international trade disputes and the potential of the escalation to a trade war could have a negative effect on customer confidence, which could materially and adversely affect our business. We may also have access to fewer business opportunities, and our operations may be negatively impacted as a result.
If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations.
Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position. 23 If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights.
While we believe that we and our subsidiaries are currently not required to obtain any other permissions or approvals from Hong Kong authorities for our business operations, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.
Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming, and ultimately futile. 20 While we believe that we and our subsidiaries are currently not required to obtain any other permissions or approvals from Hong Kong authorities for our business operations, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.
If Hong Kong imposes more stringent restrictions and requirements than our current legal or regulatory obligations, we may experience disruptions in, or increases in the costs associated with delivering our services, which may negatively affect our operating our results of operations, cash flows and financial condition. 22 Roshing faces risks associated with the contents of shipments and inventories handled through its logistics services, including real or perceived quality or health issues with the products that are handled through Roshing’s logistics services, and risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents.
If Hong Kong imposes more stringent restrictions and requirements than our current legal or regulatory obligations, we may experience disruptions in, or increases in the costs associated with delivering our services, which may negatively affect our operating our results of operations, cash flows and financial condition.
Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade. In the past, stockholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
In the past, stockholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. 42 Short sellers of our stock may be manipulative and may drive down the market price of our common stock.
Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
Based on laws and regulations currently in effect in the PRC as of the date of this report, we believe Roshing is not required to pass the cybersecurity review of the CAC in order to list our common stock in the U.S. 37 In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings.
In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings.
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.
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 measures could materially decrease the value of our common stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of the date of this filing, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Biggest changeIdentified cybersecurity threats are communicated to management for review, response and mitigation as appropriate. 33 As of the date of this filing, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Our CEO/CFO provides prompt reports to the Board regarding cybersecurity risks and incidents as they are revealed, as well as periodic reports, as appropriate, regarding the Company’s cybersecurity program. 45
Our CEO/CFO provides prompt reports to the Board regarding cybersecurity risks and incidents as they are revealed, as well as periodic reports, as appropriate, regarding the Company’s cybersecurity program.
Additionally, the Company assesses and manages cybersecurity threats associated with its third party service providers’ information technology systems that could compromise the Company’s information security or data. Identified cybersecurity threats are communicated to management for review, response and mitigation as appropriate.
Additionally, the Company assesses and manages cybersecurity threats associated with its third party service providers’ information technology systems that could compromise the Company’s information security or data.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 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.
Biggest changeItem 2. Properties Our principal executive office is located at Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, covering a total area of approximately 1,200 square feet. The premises are provided by a third-party pursuant to an office rental service agreement and the service term expires in June 2027.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company’s common stock is thinly traded. The quoted bid and asked prices for the Common Stock vary significantly from week to week. An investor holding shares of the Company’s Common Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.
Biggest changeAn investor holding shares of the Company’s Common Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price. (b) Shareholders Our shareholders list contains the names of 127 stockholders of record of the Company’s Common Stock.
(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.
(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, 2025.
The 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.
The 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. 35 (e) Sale of Unregistered Securities The Company did not make any sale of unregistered securities during the 4 th quarter of fiscal year 2025.
(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.
(f) Repurchase of Equity Securities The Company did not repurchase any shares of its common stock during the 4 th quarter of fiscal year 2025.
We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders.
(c) Dividends Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
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 Nasdaq Capital Market under the symbol “CIIT”. The Company’s common stock is thinly traded. The quoted bid and asked prices for the Common Stock vary significantly from week to week.
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(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.
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Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders.

Item 7. Management's Discussion & Analysis

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

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Biggest changeResults 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.
Biggest changeResults of Operation Comparison of the years ended July 31, 2025 and 2024 For the Years Ended July 31, Change 2025 2024 Change Percentage Revenues $ 9,282,997 $ 8,617,265 $ 665,732 8% Cost of Revenues 8,832,874 7,562,086 1,270,788 17% Gross profit 450,123 1,055,179 (605,056) (57% ) Selling and marketing 230,778 365,992 (135,214) (37% ) General and administrative 2,927,260 520,884 2,406,376 462% (Loss) income from operations (2,707,915) 168,303 (2,876,218) (1709% ) Other (expense) 27,391 (22,077 ) 49,468 (224% ) Provision for (benefit from) income taxes 5,833 35,906 (30,073) (84% ) Net (loss) income (2,686,357) 110,320 (2,796,677) (2535% ) Less: net income attributable to non-controlling interest (45,568) 55,870 (101,438) (182% ) Net (loss) income attributable to Tianci $ (2,640,789) $ 54,450 $ (2,695,239) (4950% ) 37 Revenues Our total revenue increased by 8%, or $665,732, to $9,282,997 for the year ended July 31, 2025, from $8,617,265 for the year ended July 31, 2024.
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.
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 shipping logistics.
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.
The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
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’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.
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).
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carriers or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents).
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.
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. 36 Roshing currently does not own or operate any transportation assets.
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.
If sales in a particular geographical market in which our direct customers operate 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 services and adversely affect our results of operations.
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”).
In connection with the preparation of our financial statements for the year ended July 31, 2025, 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”).
Our business is also susceptible to downturns and disruptions in the business activities of their direct customers that are beyond their control.
Our business is also susceptible to downturns and disruptions in the business activities of our direct customers that are beyond our control.
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.
International Trade Environment . The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions.
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.
Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong.
We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong.
The issuance and sale of additional equity may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow.
The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow.
We cannot assure you that financing will be 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 cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The following table summarizes the key components of our cash flows for the years ended July 31,2025 and 2024.
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.
Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner . A significant portion of our cost of revenue is the fees that we pay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlling the cost.
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.
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.
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.
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.
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.
By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience.
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.
We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions. We started providing shipping & freight forwarding services in 2023.
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.
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. 40 Investing activities The company had no investing activities during the years ended July 31, 2025 and 2024.
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.
Although the business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities.
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.
Operating Expenses There was a significant increase in operating expenses in the year ended July 31, 2025 as compared to the same period in the last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company.
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.
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.
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.
To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock. We believe that our liquidity and working capital will be sufficient to sustain our business operations for the next twelve months.
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.
As the Company owns only 90% of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to the minority interest. Therefore, the net loss for the years ended July 31, 2025 and 2024 attributable to the shareholders of the Company was $2,640,789 and a net income of $54,450, respectively.
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.
For the Years Ended July 31, 2025 2024 Global Logistics Service Revenue $ 9,006,407 $ 8,320,402 Product Revenue – 103,382 Other Service Revenue 276,590 193,481 Total $ 9,282,997 $ 8,617,265 Cost of Revenues Our cost of revenues from our revenue categories are summarized as follows: For the Years Ended July 31, 2025 2024 Cost of Global Logistics Service $ 8,652,742 $ 7,432,806 Cost of Product – 87,088 Cost of Other Service 180,132 42,192 Total $ 8,832,874 $ 7,562,086 Our cost of revenues from global logistics services represented 98% of total cost of revenues during both of the years ended July 31, 2025 and 2024.
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.
Financing activities Net cash provided by financing activities for the year ended July 31, 2025 was $5,217,937, which is primarily the proceeds from our public offerings in the net amount of $5,439,333, which was partially offset by repayment of $10,771 to a related party and $219,125 in deferred offering costs related to our public offering.
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.
The change was due to the loss we incurred this year as a result of increases in operating expenses. Net Income (loss) As a result of the foregoing, we incurred a net loss of $2,686,357 and a net income of $110,320 for the years ended July 31, 2025 and 2024, respectively.
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.
However, the rate of cost increase has outpaced that of revenue in the same period as we continue to experience growing costs from our logistics vendors but kept our service price to our customers relatively stable. 38 Gross Profit Our gross profits from each of our revenue categories are summarized as follows: Margins For the Years Ended July 31, 2025 2024 Global Logistics Service Gross Profit Margin $ 353,665 $ 887,596 Gross Profit Percentage 3.93% 10.67% Hardware Product Sales Gross Profit Margin $ – $ 16,294 Gross Profit Percentage – 15.76% Other Services Gross Profit Margin $ 96,458 $ 151,289 Gross Profit Percentage 34.87% 78.19% Total Gross Profit Margin $ 450,123 $ 1,055,179 Gross Profit Percentage 4.85% 12.24% Our gross profit decreased from $1,055,179 to $450,123 for the year ended July 31, 2025.
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.
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.
Removed
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.
Added
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions.
Removed
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.
Added
Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements.
Removed
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.
Added
These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors.
Removed
The increase was in line with the growth of our global logistics services.
Added
We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.
Removed
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.
Added
Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business. During 2025, we prepared the Company to expand into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions and building up inventory.
Removed
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.
Added
We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.
Removed
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.
Added
On April 11, 2025, we completed a $7 million initial public offering and became a listed company on Nasdaq. Key factors that affect operating results Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are: Economic Conditions in Hong Kong .
Removed
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
The increase was primarily attributable to an increasing customer base, especially the number of high-paying customers that each contributed more than $100,000 in this period.
Removed
Despite 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.
Added
As we pivoted to the logistics service business, our revenue streams for the years ended July 31,2025 and 2024 are categorized as follows: the logistics service revenue represented 97% of our total revenue in both of the years ended July 31, 2025 and 2024.
Removed
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.
Added
We believe this trend will continue as we keep growing our logistics business line, and the proportion of our historical product and other services revenue is likely to keep decreasing.
Removed
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.
Added
Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Total cost of revenue increased by 17% from $7,562,086 to $8,832,874 for the year ended July 31, 2025. The change was in line with changes in revenue in each period.
Added
The decrease in gross profit was primarily attributable to a higher growth rate on logistics costs as compared to the growth rate on logistics revenue as we continue to experience rising logistics costs while our service price remains relatively stable.
Added
For the year ended July 31, 2025, our overall gross profit margin was 4.85%, a decrease from gross profit margin of 12.24% for the year ended July 31, 2024. We are currently adopting a customer-friendly pricing strategy to build up our market share quickly.
Added
As we continue to grow, we plan to further diversify our service region to include long-distance shipping lines, which generally produce higher profit margins as compared to short-distance shipping lines within East Asia. Our negotiation power over service vendors would also grow as our business grows, and vice versa.
Added
In 2025, we have prepared for an expansion into the global trade of bulk chrome and manganese ore, marking our entry into the global commodity trading arena. Leveraging our core resource control capabilities and supply chain integration strengths, this business is expected to gradually become a new profit driver for the company.
Added
There was an increase of $2,406,376 in our general and administrative expenses, from $520,884 for the year ended July 31, 2024 to $2,927,260 in the year ended July 31, 2025.
Added
The significant increase in general and administrative expenses was primarily attributable to 1) a charge of approximately $ 500,000 as we entered into an agreement with a vendor who will identify logistics service companies that are candidates for acquisition; 2) a charge of approximately $ 500,000 as we entered into an agreement with a vendor who will provide public relations services relating to our listing on Nasdaq; 3) a one-time cash bonus of $ 480,000 to certain members of management for successfully completing our public offering; 4) a representative warrant with a value of $158,412 that we issued to a consultant, the warrant having vested immediately and being exercisable in six months after issuance; 5) an increase of $119,140 in accounting and audit related expenses; 6) an increase of approximately $245,000 for commercial service consulting fees.
Added
The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which was $230,778 for the year ended July 31, 2025, as compared to $365,992 for the same period in last fiscal year.
Added
The reduction evidences our efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses. 39 Income tax expense Our income tax expenses amounted to $5,833 and $35,906 for the years ended July 31, 2025 and 2024, respectively.
Added
As of July 31, 2025, despite a net loss of $2,686,357 for the year ended July 31, 2025, we had working capital of $2,905,601, which consisted primarily of cash in the amount of $ 2,405,352 that was a portion of the amount we received upon the completion of our public offering.
Added
For the Years Ended July 31, 2025 2024 Net cash provided by (used in) operating activities $ (3,225,714 ) $ 112,740 Net cash used in investing activities – – Net cash provided by financing activities 5,217,937 44,047 Net change in cash and restricted cash $ 1,992,223 $ 156,787 Operating activities Net cash of $3,225,714 used in operating activities for the year ended July 31, 2025 was primarily the result of our net loss of $ 2,686,357.
Added
In addition, we recorded an increase of $ 215,346 in inventory, an increase of $380,737 in prepayment and other current assets, a decrease of $46,087 in income taxes payable, and a decrease of $52,395 in accrued liabilities, all of which brought our net use of cash to $3,225,714.

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