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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2025
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TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-42591 | 45-5540446 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong 999077
(Address of Principal Executive Office) (Zip Code)
61-02-9672-1899
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | CIIT | Nasdaq Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 2.02 | Change in Registrant’s Certifying Accountant |
On June 7, 2025, Tianci International, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended April 30, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibits |
| 99.1 | Press Release dated June 7, 2025 |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIANCI INTERNATIONAL, INC. | ||
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Date: June 10, 2025 |
By: |
/s/ Shufang Gao |
| Shufang Gao, CEO | ||
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Exhibit 99.1
Tianci International, Inc. Reports Third Quarter 2025 Financial Results
HONG KONG/RENO, Nevada, June 7, 2025 /Globe Newswire/– Tianci International, Inc. (the "Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, announced its financial results for the three and nine months ended April 30, 2025.
Third Quarter 2025 Highlights:
| · | The Company raised net proceeds of $5,217,937 from a public offering of 1,750,000 shares of common stock. On closing of the offering, the Company’s common stock was listed for trading on the Nasdaq Capital Market. |
| · | Third quarter revenue was relatively flat, increasing by $7,869 from $1,940,346 in the third quarter of 2024 to $1,948,215 in the third quarter of 2025. |
| · | The third quarter net loss increased from $38,797 in the third quarter of 2024 to $959,409 in the third quarter of 2025, primarily due to general and administrative expenses incurred in 2025 that were related to the completion of the public offering. |
Financial Results
Revenue from logistics operations for the three months ended April 30, 2025, which represented 98% of the Company’s overall revenue in that period, fell by $19,882 from the revenue generated by logistics operations in the three months ended April 30, 2024, as discussions about and implementation of tariffs caused a weakening of demand for international shipping services. Overall revenue increased modestly due to an increase of $27,751 in revenue from other operations.
Gross profit fell from $277,707 for the three months ended April 30, 2024 to $57,983 for the three months ended April 30, 2025, as costs of shipping have increased in the regions serviced by the Company. As it grows, the Company intends to reorient its focus towards long-distance shipping lines, which generally produce higher profit margins.
General and administrative expenses increased from $134,473 during the three months ended April 30, 2024 to $960,583 during the three months ended April 30, 2025. The increase was primarily attributable to several expense items that were timed to occur on completion of the Company’s public offering, including $333,334 arising from our entry into two service agreements, a $158,412 charge for the value of the warrant issued to our underwriter, and a one-time bonus of $200,000 paid to certain management personnel for services in connection with the public offering.
Completion of our public offering of 1,750,000 common shares for net proceeds of $5,217,937 left the Company with working capital totaling $4,509,290 at April 30, 2025. The Company intends to use the greater portion of its working capital to expand its presence in the market for logistics services.
About Tianci International, Inc.
Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific, including Japan, South Korea, and Vietnam. Beyond logistics, the company generates revenue from the sale of electronic parts and business consulting services. The company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value.
For more information, please visit the Company’s website: tianci-ciit.com
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Forward-Looking Statements
Certain statements in this announcement are forward-looking statements that involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. The Company encourages investors to review other factors that may affect its future results that are discussed in the Company's filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com
Financial Summary Tables
The following financial information should be read in conjunction with the audited financial statements and accompanying notes filed by the Company with the Securities and Exchange Commission on Form 10-K for the period ended July 31, 2024, which can be viewed at www.sec.gov and in the investor relations section of the Company’s website at www.tianci-ciit.com.
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS)
| April 30 | July 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 3,630,884 | $ | 413,129 | ||||
| Accounts receivable | 166,752 | – | ||||||
| Prepaid expense | 725,553 | 1,820 | ||||||
| Deferred offering costs | – | 495,356 | ||||||
| Total current assets | 4,523,189 | 910,305 | ||||||
| Other assets: | ||||||||
| Lease security deposit | 1,656 | 1,656 | ||||||
| Total non-current assets | 1,656 | 1,656 | ||||||
| TOTAL ASSETS | $ | 4,524,845 | $ | 911,961 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Income taxes payable | $ | 10,284 | $ | 62,204 | ||||
| Due to related parties | – | 2,271 | ||||||
| Accrued liabilities and other payables | 3,615 | 57,476 | ||||||
| Total current liabilities | 13,899 | 121,951 | ||||||
| Total liabilities | 13,899 | 121,951 | ||||||
| Commitments and contingencies | – | – | ||||||
| Stockholders’ equity: | ||||||||
| Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of April 30, 2025 and July 31, 2024 | – | – | ||||||
| Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 80,000 shares issued and outstanding as of April 30, 2025 and July 31, 2024 | 8 | 8 | ||||||
| Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding | – | – | ||||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,531,803 and 14,781,803 shares issued and outstanding as of April 30, 2025 and July 31, 2024, respectively | 1,653 | 1,478 | ||||||
| Additional paid-in capital | 5,845,505 | 962,416 | ||||||
| Accumulated deficit | (1,376,465 | ) | (222,071 | ) | ||||
| Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC. | 4,470,701 | 741,831 | ||||||
| Non-controlling interest | 40,245 | 48,179 | ||||||
| Total stockholders’ equity | 4,510,946 | 790,010 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,524,845 | $ | 911,961 | ||||
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the three months ended April 30, | For the nine months ended April 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| OPERATING REVENUES | ||||||||||||||||
| Global logistics services | $ | 1,901,992 | $ | 1,921,874 | $ | 6,731,768 | $ | 5,922,650 | ||||||||
| Other revenue | 46,223 | 18,472 | 276,590 | 238,472 | ||||||||||||
| Total Operating Revenues | 1,948,215 | 1,940,346 | 7,008,358 | 6,161,122 | ||||||||||||
| COST OF REVENUES | ||||||||||||||||
| Global logistics services | 1,886,564 | 1,683,283 | 6,472,998 | 5,218,017 | ||||||||||||
| Other revenue | 3,668 | 12,356 | 168,968 | 125,517 | ||||||||||||
| Total Cost of Revenues | 1,890,232 | 1,695,639 | 6,641,966 | 5,343,534 | ||||||||||||
| Gross profit | 57,983 | 244,707 | 366,392 | 817,588 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing | 63,700 | 91,950 | 163,924 | 327,784 | ||||||||||||
| General and administrative | 960,583 | 134,473 | 1,392,187 | 389,899 | ||||||||||||
| Total operating expenses | 1,024,283 | 226,423 | 1,556,111 | 717,683 | ||||||||||||
| Income (loss) from operations | (966,300 | ) | 18,284 | (1,189,719 | ) | 99,905 | ||||||||||
| Other income net | – | (47,030 | ) | 27,391 | (22,077 | ) | ||||||||||
| Income (loss) before provision for income taxes | (966,300 | ) | (28,746 | ) | (1,162,328 | ) | 77,828 | |||||||||
| Provision for (benefit from) income taxes | (6,891 | ) | 10,051 | – | 22,023 | |||||||||||
| Net (loss) | (959,409 | ) | (38,797 | ) | (1,162,328 | ) | 55,805 | |||||||||
| Less: net income attributable to non-controlling interest | (11,422 | ) | 11,177 | (7,934 | ) | 40,430 | ||||||||||
| Net (loss) attributable to TIANCI INTERNATIONAL, INC. | $ | (947,987 | ) | $ | (49,974 | ) | $ | (1,154,394 | ) | $ | 15,375 | |||||
| Weighted average number of common shares* | ||||||||||||||||
| Basic and diluted | 14,971,783 | 14,781,803 | 14,843,267 | 9,138,539 | ||||||||||||
| (Loss) per common share attributable to TIANCI INTERNATIONAL, INC.* | ||||||||||||||||
| Basic and diluted | $ | (0.06 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | 0.01 | |||||
| Weighted average number of preferred shares A* | ||||||||||||||||
| Basic and diluted | – | – | – | 49,817 | ||||||||||||
| (Loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.* | ||||||||||||||||
| Basic and diluted | $ | – | $ | – | $ | – | $ | 0.01 | ||||||||
| Weighted average number of preferred shares B* | ||||||||||||||||
| Basic and diluted | 80,000 | 4,494 | 80,000 | 1,465 | ||||||||||||
| (Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.* | ||||||||||||||||
| Basic and diluted | $ | (0.06 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | 0.01 | |||||
| * | Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
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TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
| For the nine months ended April 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (1,162,328 | ) | $ | 55,805 | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Amortization of operating lease right-of-use asset | – | 356 | ||||||
| Warrants issuance to consultant | 158,412 | – | ||||||
| Debt forgiven by related party | – | (24,814 | ) | |||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (166,752 | ) | (82,021 | ) | ||||
| Prepaid expense | (723,733 | ) | (850 | ) | ||||
| Lease security deposit | – | (114 | ) | |||||
| Due from related party | – | 54,134 | ||||||
| Advances from customers | – | (29,070 | ) | |||||
| Accounts payable | – | 35,919 | ||||||
| Income taxes payable | (51,920 | ) | 22,023 | |||||
| Operating lease liabilities | – | (356 | ) | |||||
| Accrued liabilities and other payables | (53,861 | ) | 90,464 | |||||
| Net cash (used in) provided by operating activities | (2,000,182 | ) | 121,476 | |||||
| Cash flows from financing activities: | ||||||||
| Repayment of working capital advance to related party | (10,771 | ) | – | |||||
| Working capital advance from related party | 8,500 | – | ||||||
| Proceeds received from public or private offerings | 5,439,333 | 513,213 | ||||||
| Deferred offering costs incurred | (219,125 | ) | (245,000 | ) | ||||
| Net cash (used in) provided by financing activities | 5,217,937 | 268,213 | ||||||
| Net (decrease) increase in cash | 3,217,755 | 389,689 | ||||||
| Cash, beginning | 413,129 | 256,342 | ||||||
| Cash, ending | $ | 3,630,884 | $ | 646,031 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | – | $ | – | ||||
| Income taxes | $ | 51,920 | $ | – | ||||
| Non-Cash Activities: | ||||||||
| Early termination of right-of-use assets and lease liabilities | $ | – | $ | 6,080 | ||||
| Conversion of liabilities to common stock | – | 445,109 | ||||||
| Conversion of preferred stock to common stock | – | 800 | ||||||
| Deferred offering costs net against proceeds from public offering | 714,481 | – | ||||||
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