Tianci International (NASDAQ: CIIT) grows Q2 revenue but posts larger loss

Rhea-AI Filing Summary

Tianci International, Inc. reported second fiscal quarter 2026 results showing strong revenue growth but sharply weaker profitability and cash flow. Total operating revenues for the quarter ended January 31, 2026 rose to $3,884,684 from $2,079,203, driven by a 22% increase in global logistics services and new mineral sales.

However, cost of revenues grew faster than sales, and general and administrative expenses surged, leading to a quarterly net loss of $417,124, compared with $110,971 a year earlier. For the six months ended January 31, 2026, net loss reached $685,998 and operating activities used $1,682,251 of cash, reducing the cash balance to $723,101. The company also highlighted its new bulk chrome and manganese ore trading business, which generated $1,821,320 in revenue at a 12.0% gross margin.

Positive

• None.

Negative

• Net losses and cash burn increased significantly: Six‑month net loss rose to $685,998 and operating activities used $1,682,251 of cash, cutting the cash balance to $723,101 and reducing working capital to $2,506,100.

Insights

Equity analyst

Revenue is growing, but losses and cash burn are accelerating.

Tianci International more than doubled quarterly revenue to $3,884,684 as it expanded logistics services and added mineral sales. Logistics revenue rose 22%, while the new mineral trading line contributed $1,821,320 over six months at a higher 12.0% gross margin.

Despite this, profitability deteriorated. Gross profit for the quarter was only $90,310, and general and administrative expenses jumped to $462,264, helping drive a quarterly net loss of $417,124, a substantial year-over-year increase. Six-month net loss reached $685,998.

Cash flow is a key concern. Operations used $1,682,251 of cash over six months, reducing cash to $723,101 and lowering working capital to $2,506,100. Much of the cash outflow came from higher accounts receivable of $561,754, so future disclosures around collections and expense control will be important to understanding sustainability.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2026

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada	001-42591	45-5540446
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-26621800

(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, $0.0001 par value		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. ☐

Item 2.02 Results of Operations and Financial Condition

On March 13, 2026, Tianci International, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended January 31, 2026. 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 March 13, 2026
104	Cover page interactive data file (embedded within the iXBRL document)

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, hereunto duly authorized.

	Tianci International, Inc.
Date: March 16, 2026	By:	/s/ Shufang Gao Shufang Gao, CEO

2

Exhibit 99.1

Tianci International, Inc. Reports Financial Results for Fiscal Quarter Ended January 31, 2026

HONG KONG/RENO, Nevada, March 13, 2026 /Globe Newswire/– Tianci International, Inc. (the "Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, today announced its financial results for the fiscal quarter ended January 31, 2026.

Second Fiscal Quarter 2026 Highlights:

· Revenue increased, quarter-to-quarter, by 87%, as global logistics revenue increased by 22% and was complemented by revenue of $1,315,855 resulting from our initial entry into the market for mineral ores.

· General and administrative expenses increased from $1,999,225 in the quarter ended January 31, 2025 to $3,794,374 in the quarter ended January 31, 2026. As a result, the Company incurred a net loss of $417,124 in the quarter ended January 31, 2026, an increased loss compared to the quarter ended January 31, 2025.

Financial Results

Revenue from logistics operations for the quarter ended January 31, 2026, which represented 65% of the Company’s overall revenue in that period, increased by 22% from the revenue generated by logistics operations during the quarter ended January 31, 2025. However, the cost of that revenue increased by 26% from the second quarter of fiscal year 2025 to the second quarter of fiscal year 2026, as demand for logistics services waned due to concerns about the implementation of tariffs, while shipping companies in the Southeast Asia market increased their pricing in an effort to offset the decline in demand for their services. As a result of the increase in cost of revenue, the Company’s gross profit margin attributable to logistics operations decreased from 3.6% in the quarter ended January 31, 2025 to 3.5% in the quarter ended January 31, 2026, and decreased from 5.0% for the six months ended January 31, 2025 to 2.5% for the six months ended January 31, 2026.

To reduce the effect of declining demand in the Southeast Asia market, the Company intends to reorient its focus towards long-distance shipping lines, which generally produce higher profit margins. As one particular effort toward that reorientation, the Company has been accumulating an inventory of bulk chrome and manganese ore for the purpose of entering into the global commodity trade arena, and completed its initial mineral sales during the six months ended January 31, 2026. Those sales yielded $1,821,320 in revenue and a gross profit margin of 12.0%. By applying its core resource control capabilities and supply chain integration strengths with an in-house demand for shipping services, the Company looks to release itself from dependence on local demand for shipping services.

We recorded a net loss of $417,124 for the quarter ended January 31, 2026, primarily due to a 170% increase in general and administrative expenses arising from most aspects of our operations. Our bottom line net loss for the second quarter of $417,124, therefore, represented an increase of 276% in our quarterly net loss.

Our operations during the six months ended January 31, 2026 reduced our cash balance by $1,682,251 to $723,101. In addition to our net loss of $685,998, the greater portion of that cash drain was attributable to the increase of $561,754 in our accounts receivable. At January 31, 2026 our working capital was $2,506,100, a decline of $399,501 during the six months ended January 31, 2026.

1

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 Hong Kong, Japan, South Korea, and Vietnam.

Starting in the current fiscal year, Roshing has expanded into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. Roshing intends to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers.

Beyond logistics and mineral sales, Roshing generates revenue from the sale of electronic parts and business consulting services.

For more information, please visit the Company’s website: tianci-ciit.com

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 financial statements and accompanying notes filed by the Company with the Securities and Exchange Commission on Form 10-Q for the period ended January 31, 2026, which can be viewed at www.sec.gov and in the investor relations section of the Company’s website at www.tianci-ciit.com.

2

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)

		January 31,				July 31,
		2026				2025
			(Unaudited)
ASSETS
Current assets:
Cash		$	723,101			$	2,405,352
Accounts receivable			561,753				–
Prepayment and other current assets			777,767				382,554
Inventory			516,536				215,346
Total current assets			2,579,157				3,003,252
Other assets:
Lease security deposit			21,518				23,174
Lease right-of-use asset			89,586				119,545
Total non-current assets			111,104				142,719
TOTAL ASSETS		$	2,690,261			$	3,145,971
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,038			$	18,554
Income taxes payable			–				16,117
Lease liability-current			65,362				57,903
Accrued liabilities and other payables			4,657				5,077
Total current liabilities			73,057				97,651
Lease liability - noncurrent			28,285				61,403
Total liabilities			101,342				159,054
Commitments and contingencies			–				–
Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of January 31, 2026 and July 31, 2025			–				–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of January 31, 2026 and July 31, 2025, respectively			–				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; 25,331,803 and 16,531,803 shares issued and outstanding as of January 31, 2026 and, July 31, 2025, respectively			2,533				1,653
Additional paid-in capital			6,132,633				5,845,505
Accumulated deficit			(3,530,856	)			(2,862,860	)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.			2,604,310				2,984,306
Non-controlling interest			(15,391	)			2,611
Total stockholders’ equity			2,588,919				2,986,917
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,690,261			$	3,145,971

3

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)

		For the three months ended January 31,								For the six months ended January 31,
		2026				2025				2026				2025
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
OPERATING REVENUES
Global logistics services		$	2,531,360			$	2,070,083			$	5,747,241			$	4,829,776
Sale of minerals			1,315,855				–				1,821,320				–
Other revenue			37,469				9,120				134,350				230,367
Total Operating Revenues			3,884,684				2,079,203				7,702,911				5,060,143
COST OF REVENUES
Global logistics services			2,522,643				1,995,569				5,604,300				4,586,434
Cost of minerals			1,260,538				–				1,601,690				–
Other revenue			11,193				3,656				22,360				165,300
Total Cost of Revenues			3,794,374				1,999,225				7,228,350				4,751,734
Gross profit			90,310				79,978				474,561				308,409
Operating expenses:
Selling and marketing			45,170				15,036				89,580				100,224
General and administrative			462,264				171,211				1,070,912				431,604
Total operating expenses			507,434				186,247				1,160,492				531,828
(Loss) from operations			(417,124	)			(106,269	)			(685,931	)			(223,419	)
Other (loss) income net			–				–				(67	)			27,391
(Loss) before provision for income taxes			(417,124	)			(106,269	)			(685,998	)			(196,028	)
Provision for income taxes			–				4,702				–				6,891
Net (loss)			(417,124	)			(110,971	)			(685,998	)			(202,919	)
Less: net (loss) income attributable to non-controlling interest			(17,226	)			2,380				(18,002	)			3,488
Net (loss) attributable to TIANCI INTERNATIONAL, INC.		$	(399,898	)		$	(113,351	)		$	(667,996	)		$	(206,407	)
Weighted average number of common shares
Basic and diluted			24,320,814				14,781,803				20,405,027				14,781,803
(Loss) per common share attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted		$	(0.02	)		$	(0.01	)		$	(0.03	)		$	(0.01	)
Weighted average number of preferred shares B
Basic and diluted			3,516				80,000				41,967				80,000
(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted		$	(0.02	)		$	(0.01	)		$	(0.03	)		$	(0.01	)

4

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN UNITED STATES DOLLARS)

		For the six months ended January 31,
		2026				2025
		(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net (loss)		$	(685,998	)		$	(202,919	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of operating lease right-of-use asset			29,959				–
Accounts receivable			(561,754	)			–
Prepayment and other current assets			(357,662	)			(23,249	)
Inventory			(13,190	)			–
Lease security deposit			1,656				–
Accounts payable			(15,516	)			–
Income taxes payable			(53,665	)			(45,029	)
Operating lease liabilities			(25,659	)			–
Accrued liabilities and other payables			(422	)			112,747
Net cash (used in) operating activities			(1,682,251	)			(158,450	)
Cash flows from financing activities:
Deferred offering costs incurred			–				(74,125	)
Net cash (used in) financing activities			–				(74,125	)
Net (decrease) in cash			(1,682,251	)			(232,575	)
Cash, beginning			2,405,352				413,129
Cash, ending		$	723,101			$	180,554
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	–			$	–
Income taxes		$	53,665			$	51,920
Non-Cash Activities:
Issuance common stock for inventory purchase			288,000				–
Conversion of preferred stock to common stock			800				–

*     *      *      *      *

5

FAQ

How did Tianci International (CIIT) perform in its fiscal Q2 2026?

Tianci International grew quarterly revenue to $3.88 million, but profitability weakened. Net loss for the quarter ended January 31, 2026 widened to $417,124, reflecting higher logistics costs and a sharp increase in general and administrative expenses compared with the prior year period.

What were Tianci International’s revenues for the six months ended January 31, 2026?

For the six months ended January 31, 2026, Tianci International reported total operating revenues of $7,702,911, up from $5,060,143 a year earlier. Growth came from global logistics services and new mineral sales, though higher costs limited the improvement in overall gross profit.

What net loss did Tianci International report for the six months ended January 31, 2026?

Tianci International recorded a six‑month net loss of $685,998, compared with $202,919 in the prior year period. The larger loss was mainly driven by substantially higher general and administrative expenses and increased costs associated with its expanded logistics and mineral operations.

How did Tianci International’s cash position change during the first half of fiscal 2026?

Operating activities used $1,682,251 of cash during the six months ended January 31, 2026, reducing cash from $2,405,352 to $723,101. The company attributed most of this cash drain to its net loss and a $561,754 increase in accounts receivable.

What contribution did mineral sales make to Tianci International’s results?

Tianci International’s new mineral trading business generated $1,821,320 in revenue during the six months ended January 31, 2026. These sales carried a 12.0% gross profit margin, higher than its logistics operations, providing a new revenue stream alongside its core freight forwarding services.

How did Tianci International’s logistics margins change year over year?

Gross profit margin from logistics operations slipped from 3.6% to 3.5% for the quarter, and from 5.0% to 2.5% for the six months ended January 31, 2026. Management cited waning demand and higher shipping prices in Southeast Asia as key pressures.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 FINANCIAL RESULTS PRESS RELEASE 121.2 KB

Other Documents

• EX-101 XBRL PRESENTATION FILE 21.8 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB