Overview
We are currently a "shell company" with no meaningful assets or operations other
than our efforts to identify and merge with an operating company. We were
incorporated in the State of Nevada on June 13, 2012. Our current business
office is located at No. A1111, Huafeng Financial Port, 1003, Xin'an Sixth Road,
Bao'an District, Shenzhen, Guangdong Province, P.R.C. Our telephone number is
+86-13926561348.
We were initially an exploration stage company under the name of Freedom
Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015)
that originally intended to engage in the exploration and development of oil and
gas properties. In April 2015, after reviewing the markets with investor
appetite and management's duties to its shareholders, the Company determined to
discontinue its oil and gas operation. We then began exploring opportunities in
the computer gaming and application industry.
We engaged in computer game development until October 13, 2016, when control of
our company changed pursuant to a share purchase agreement and a spin-off
agreement. On October 26, 2016, our corporate name was changed from "Steampunk
Wizards, Inc." to "Tianci International, Inc." The name change was effected on
November 27, 2016, in connection with the merger of us into our then subsidiary,
Tianci International Inc.
Effective April 6, 2017, we effectuated a 1-for-40 reverse stock split (the
"2017 Reverse Stock Split") of our issued and outstanding shares of common
stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged
for 1,246,357 shares of our common stock. Common share amounts and per share
amounts in these accompanying financial statements and notes have been
retroactively adjusted to reflect this reverse stock split.
On August 3, 2017, we entered into a Stock Purchase Agreement (the "SPA") with
Shifang Wan (the "Seller"), the record holder of 4,397,837 common shares, or
approximately 87.00% of the issued and outstanding of Common Stock of the
Company, and Chuah Su Chen and Chuah Su Mei (collectively, the "Purchasers", and
together with the Company and the Seller, the "Parties"). Pursuant to the SPA,
the Seller sold to the Purchasers and the Purchasers acquired from the Sellers
the Shares for a total gross purchase price of Three Hundred Fifty Thousand
Dollars ($350,000). The acquisition was consummated on August 15, 2017. The
Purchasers used personal funds to acquire the Shares.
Effective August 6, 2021, Tianci International, Inc., a Nevada corporation
("we," "us," or the "Company"), Chuah Su Mei, our former Chief Executive
Officer, President and Director, and Silver Glory Group Limited, entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which
Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares
of common stock of the Company held by her (the "Shares") for cash consideration
of Five Hundred Twenty Five Thousand Dollars ($525,000) (the "Transaction"). The
Shares represent approximately 73.18% of the issued and outstanding common stock
of the Company and are being sold in reliance upon an exemption from
registration under the Securities Act of 1933, as amended, pursuant to Section
4(2) thereof. The sale of the Shares consummated on August 26, 2021, and was
purchased by Silver Glory Group Limited using its working capital. As a result
of the Transaction, Silver Glory Group Limited holds a controlling interest in
the Company and may unilaterally determine the election of the members of the
Board of Directors (the "Board") and other substantive matters requiring
approval of the Company's stockholders.
Upon the closing of the Transaction, on August 26, 2021, the then current
directors and officers of the Company resigned from his or her positions with
the Company. The resignations were not due to any dispute or disagreement with
the Company on any matter relating to the Company's operations, policies or
practices. The then current directors and officers also forgave all debts owed
by the Company to them and their affiliates.
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Concurrently with such resignation, the following individuals were appointed to
serve in the offices set forth next to his name until the next annual meeting of
stockholders of the Company and until such director's successor is elected and
qualified or until such director's earlier death, resignation or removal.
Name Office
Zhigang Pei Chief Executive Officer, Chief Financial
Officer, Secretary and Director
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Independent director
Yee ManYung Independent director
Jimmy Weiyu Zhu Independent director
None of the directors or executive officers has a direct family relationship
with any of the Company's directors or executive officers.
Limited Operating History; Need for Additional Capital
We have had limited operations and have been issued a "going concern" opinion by
our auditor, based upon our reliance on the sale of our common stock and loans
from a related party, as the sole source of funds for our future operations.
There is no historical financial information about us upon which to base an
evaluation of our performance. We have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the launching of our games and market or wider economic downturns. We do not
believe we have sufficient funds to operate our business for the next 12 months.
We have no assurance that future financing will be available to us on acceptable
terms, or at all. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders. If we are unable to
raise additional capital to maintain our operations in the future, we may be
unable to carry out our full business plan or we may be forced to cease
operations.
Going Concern
Our financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. As of
October 31, 2020, the Company had working capital deficit of $265,537 and has
incurred losses since its inception resulting in an accumulated deficit of
$1,393,088. Further losses are anticipated in the development of the business,
raising substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
The ability to continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management intends to finance operating
costs over the next twelve months with loans from directors and/or private
placements of common stock.
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Results of Operations
The following table provides selected financial data about our Company as of
October 31, 2021 and July 31, 2021 and for the three months ended October 31,
2021 and 2020.
Balance Sheet Data
October 31, July 31,
2021 2021 Change
Cash $ - $ 3,951 $ (3,951 )
Total assets $ 10,500 $ 17,951 $ (7,451 )
Total liabilities $ 33,040 $ 343,061 $ (310,021 )
Stockholders' deficit $ (22,540 ) $ (325,110 ) $ 302,570
Summary Income Statement Data
Three Months Ended October 31, 2021, Compared to Three Months Ended October 31,
2020
Three Months Ended
October 31,
2021 2020 Change
Net Revenue $ - $ - $ -
Total Operating Expenses 47,146 14,811 32,335
Loss From Operations 47,146 14,811 32,335
Net Loss $ 47,146 $ 14,811 $ 32,335
Revenue. During the three months ended October 31, 2021, and 2020, we did not
generate any revenues.
Operating Expenses. Operating expenses were $47,146 and $14,811 for the three
months ended October 31, 2021 and 2020, respectively. Operating expenses mainly
consisted of executive compensation, professional fees and office and
miscellaneous expenses. The increase in operating expenses resulted primarily
from the increase in executive compensation.
Loss from Operations. For the three months ended October 31, 2021, and 2020, we
incurred a loss from operations of $47,146 and $14,811, respectively. The
increase in loss from operations was attributable to the increase in our
operating expenses.
Net Loss. For the three months ended October 31, 2021, and 2020, we incurred a
net loss of $47,146 and $14,811, respectively. The increase in net loss was
primarily attributable to the increase in our operating expenses.
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Liquidity and Capital Resources
Working Capital
October 31, July 31,
2021 2021 Change
Current Assets $ 10,500 $ 17,951 $ (7,451 )
Current Liabilities 33,040 343,061 (310,021 )
Working Capital (Deficiency) $ (22,540 ) $ (325,110 ) $ 302,570As of October 31, 2021, we had a working capital deficit of $22,540 as compared
to $325,110 as of July 31, 2021. The decrease in working capital deficit was
mainly due to a decrease in amounts due to related parties.
Cash Flows
Three Months Ended
October 31,
2021 2020
Cash used in operating activities $ (20,502 ) $ (11,088 )
Cash provided by investing activities $ - $ -
Cash provided by financing activities $ 16,551 $ 11,088
Net change in cash and cash equivalents $ (3,951 ) $ -
Cash Flows from Operating Activities
During the three months ended October 31, 2021, net cash used in operating
activities was $20,502, compared to $11,088 for the three months ended October
31, 2020. The increase in net cash used in operating activities was mainly due
to the increase in net loss offset by an increase in accounts payables and
accrued liabilities.
Cash Flows from Investing Activities
During the three months ended October 31, 2021 and 2020, we had no cash flow
from investing activities.
Cash Flows from Financing Activities
During the three months ended October 31, 2021, net cash provided by financing
activities was $16,551, compared to $11,088 for the three months ended October
31, 2020. The increase in net cash provided by financing activities was mainly
due to the increase in proceeds from related parties.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that is material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America ("U.S. GAAP") requires
estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities in the financial statements and accompanying notes. The SEC has
defined a company's critical accounting policies as the ones that are most
important to the portrayal of the company's financial condition and results of
operations, and which require the company to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, we have not identified
any additional critical accounting policies and judgments. We also have other
key accounting policies, which involve the use of estimates, judgments and
assumptions that are significant to understanding our results, which are
described in Note 3 to our financial statements. Although we believe that our
estimates, assumptions and judgments are reasonable, they are based upon
information presently available. Actual results may differ significantly from
these estimates under different assumptions, judgments or conditions.
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TIANCI INTERNATIONAL, INC. 