ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
We have included in Item 5.06 below the information that would be required if the registrant were filing a general form for registration of securities on Form 10, including a complete description of the business and operations of RQS United.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On
As a result of the Share Exchange (including the grant of 700,000 shares of
common stock to certain employees and affiliates of Roshing) and the offering
pursuant to Regulation S, there are currently 5,903,481 shares of
ITEM 5.06 CHANGE IN SHELL TIANCI STATUS
On
DESCRIPTION OF BUSINESS
RQS United is a holding company incorporated in the
2
To date, Roshing has carried on operations in four categories:
a. Electronic Device Hardware Components Product Sales
Roshing distributes hardware components to manufacturers of electronic devices. Roshing's product line includes high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. Roshing markets off-the-shelf products, which it ships directly from the manufacturer to Roshing's customer.
b. Software and Website Development Services
Roshing develops customized freight shipping and related logistic software and websites. The software helps wholesalers, ecommerce retailers, and freight forwarders to manage complex workflows and improve work efficiency by enabling shipping workflow management, sea shipping container management, ecommerce inventory and shipping management, and logistics data analysis.
c.
Roshing provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis.
d. Software Maintenance and Business Promotion Services
Roshing provides software maintenance service to keep customer's software up to date. Roshing also assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months.
During 2023 Roshing intends to enter into the business of distributing glass to
the real estate construction industry in
Marketing
Roshing markets its hardware products directly to the electronic device industry and markets its software directly to wholesalers. In each case, the primary method of marketing is participation by our engineering staff in events such as expos, seminars and industry association meetings that are focused on our target markets. We present Roshing as a valuable assistant to the customer, with the goal of developing a long-term relationship with repeat orders. As a result of this strategic focus, almost 96% of our sales during fiscal year 2022 and a similar portion of sales in the current fiscal year were made to just five customers, including two electronics manufacturers who were responsible for over 64% of our FY2022 revenue and three shipping companies who together provided 31.4% of our FY2022 revenue. Four of the five have already placed follow-on orders in the current fiscal year.
Vendors
Roshing distributes electronic components manufactured by a variety of vendors. There is no vendor that, were our relationship to terminate, we could not adequately replace promptly.
Roshing employs two software engineers and a logistics project manager, who are together dedicated to fulfillment of the software development contracts entered by Roshing. When the flow of software development contracts exceeds the production capacities of those three employees, Roshing subcontracts to third party developers that it has tested for competence.
The core software package that Roshing markets to wholesalers was designed under an Entrusted Custom Development Protocol signed by Roshing and an independent software developer. The Protocol provides for the developer's continued involvement in Roshing's marketing of software, detailing the terms under which Roshing may engage the developer to develop specific applications of the software package for customers of Roshing.
3 Competition
Roshing competes in all of its market operations with a large number of competitors, big and small. Roshing competes based on the quality of its services and attention to the needs of its customers. Specifically, we focus on the following factors to capture customer preference:
• Commitment to product and service quality, development, and innovation.
Our emphasis on highly customized software solutions and high-quality hardware products attach an aura of quality to our market presence.
• Comprehensive and high standard product range.
We offer a wide range of high quality and sophisticated hardware component products.
• Special focus on logistic industry
Our software-related services provide a comprehensive solution for customers in the logistic industry.
Employees
Roshing has eight employees in addition to its directors:
Property
The executive offices of Roshing are located in
Roshing also utilizes office space in
Management believes the real property leased by Roshing will be adequate for its operations for the foreseeable future.
Our Plan for the Future
Our plan is to rely on the following key factors to enable the growth of our business.
Our ability to retain and increase customers
Our ability to increase our revenues and our profitability will depend on our
ability to retain our existing customers as well as to continue to increase our
customer base and revenue per customer. To achieve this, we strive to increase
our marketing efforts and to enhance the quality and capabilities of our
software solutions. Currently we have customers in
Investment in talent
We believe that a core element of the competitiveness of our business is talent. To retain existing and attract potential customers, we will continue to rely on our people and their knowledge and experience in the industry. We intend to acquire top talent to keep pace with the growth of our target industries and continue to offer cutting-edge hardware and software solutions.
4
Our ability to pursue strategic opportunities for growth
To enhance Roshing's capabilities, we intend to pursue strategic acquisitions and make investments in select technologies and businesses, particularly in industries with which our senior management has experience. We believe that a solid acquisition and investment strategy will be critical for us to accelerate our growth and strengthen our competitive position in the future.
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. If any of the following risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.
I. RISKS RELATED TO OUR BUSINESS
We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.
We have a limited operating history and are subject to the risks inherent in a growing company, including, among other things, risks that we may not be able to hire sufficient qualified personnel and establish operating controls and procedures. As we build our own capabilities, we expect to encounter risks and uncertainties frequently experienced by growing companies in new and rapidly evolving fields, including the risks and uncertainties related to the evolving effects of the COVID-19 pandemic and those described herein. If we are unable to build our own capabilities, our operating and financial results could differ materially from our expectations, and our business could suffer.
We are currently dependent on a small group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business will not be successful.
The revenue generated to date by our business has come from a small number of
customers. During the year ended
If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.
Our performance will be largely dependent on the talents and efforts of highly skilled individuals that we attract to our company. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization: technological as well as entrepreneurial. Competition for such qualified employees is intense. If we do not succeed in attracting competent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success depends largely on our ability to retain key consultants and advisors. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.
We do not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.
We do not maintain fire, theft, product liability or other insurance of any kind. We bear the economic risk with respect to loss of or damage or destruction to our property and to the interruption of our business, as well as liability to third parties for damage or destruction to them or their property that may be caused by our personnel or products. Such liability could be substantial and the occurrence of such loss or liability may have a material adverse effect on our business, financial condition and prospects.
5 II. RISKS RELATED TO DOING BUSINESS INHONG KONG
All our operations are in
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
The financial statements filed herewith are:
· Audited financial statements of
· Unaudited financial statements of
periods ended
· Unaudited pro forma financial information of
year endedJuly 31, 2022 and the three months endedOctober 31, 2022 . Exhibits 10-a Share Exchange Agreement datedMarch 3, 2023 amongTianci International, Inc. ,RQS United Group Limited andRQS Capital Limited . 104 Cover page interactive data file (embedded within the iXBRL document)
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