STOCK TITAN

Revenue jumps as Tianci International (NASDAQ: CIIT) turns quarterly profit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tianci International, Inc. reported a strong turnaround for the fiscal quarter ended April 30, 2026. Total revenue reached $4,310,521, with global logistics services contributing $2,271,363 and new mineral sales adding $1,418,552. Revenue increased quarter-to-quarter by 121%, driven by 19% growth in logistics and the initial entry into mineral ore trading.

Gross profit from logistics improved as the gross margin rose from 0.81% to 3.73%. General and administrative expenses fell from $960,583 to $552,141, helping shift results to net income of $91,545 versus a net loss of $959,409 a year earlier. For the nine months, the Company still recorded a net loss of $594,453, and operations reduced cash by $1,687,149 to $718,203, with working capital of $2,596,047 as of April 30, 2026.

Positive

  • Return to quarterly profitability with sharp revenue growth: Revenue for the quarter ended April 30, 2026 rose 121% quarter-to-quarter to $4.31M, and net income reached $91,545 versus a prior-year quarterly net loss of $959,409.
  • Diversification into mineral trading showing early traction: Initial mineral ore sales produced $1.42M in quarterly revenue and $3.24M over nine months, with a 6.88% gross margin, complementing the core logistics business.

Negative

  • Ongoing cash burn despite profit in the quarter: For the nine months ended April 30, 2026, operations used $1,687,149 of cash, reducing the cash balance to $718,203 and contributing to a nine-month net loss of $594,453.

Insights

Tianci posts strong revenue growth, turns a quarterly profit but burns cash.

Tianci International delivered a notable swing in performance for the quarter ended April 30, 2026. Revenue was $4.31M, up 121% quarter-to-quarter, helped by 19% growth in logistics and $1.42M from initial mineral ore sales.

Cost control was key: general and administrative expenses dropped from $960,583 to $552,141, and gross margin in logistics improved from 0.81% to 3.73%. This combination produced quarterly net income of $91,545 compared with a large prior-year loss.

However, the nine-month period still showed a net loss of $594,453 and operating cash outflow of $1,687,149, leaving cash at $718,203 and working capital of $2,596,047 as of April 30, 2026. The new mineral trading line, which generated $3.24M revenue at a 6.88% margin over nine months, adds diversification but its consistency will be seen in subsequent filings.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total quarterly revenue $4,310,521 For the three months ended April 30, 2026
Global logistics revenue $2,271,363 For the three months ended April 30, 2026
Mineral sales revenue $1,418,552 For the three months ended April 30, 2026
Quarterly net income $91,545 For the three months ended April 30, 2026
Nine-month net loss $594,453 For the nine months ended April 30, 2026
Cash balance $718,203 As of April 30, 2026
Net cash used in operations $1,687,149 For the nine months ended April 30, 2026
Working capital $2,596,047 As of April 30, 2026
global logistics services financial
"Revenue from logistics operations for the quarter ended April 30, 2026, which represented 53% of the Company’s overall revenue"
gross profit margin financial
"the Company’s gross profit margin attributable to logistics operations increased from 0.81% ... to 3.73%"
Gross profit margin shows how much money a company keeps from sales after paying for the goods or services it sold. It’s like checking how much profit is left over from each dollar earned before covering other costs. A higher margin indicates the company makes more money from its sales, which helps assess its profitability and efficiency.
working capital financial
"At April 30, 2026 our working capital was $2,596,047, a decline of $309,554"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
asset-light model financial
"Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers"
A business approach that avoids owning lots of factories, equipment or property and instead relies on partners, contractors or digital platforms to deliver products or services—think renting instead of buying the tools to build everything yourself. Investors care because this model usually requires less upfront cash and can scale faster, potentially boosting profit margins, but it also creates dependence on outside providers and more variable costs, which affects risk and future returns.
forward-looking statements regulatory
"Certain statements in this announcement are forward-looking statements that involve known and unknown risks and uncertainties"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
public offering financial
"G&A expenses had been swollen during the quarter ended April 30, 2025 by expenses incurred as an indirect result of the public offering"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Offering Type earnings_snapshot
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false 0001557798 0001557798 2026-06-22 2026-06-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): June 22, 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  

The Nasdaq Stock Market LLC

(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 2.02Results of Operations and Financial Condition

 

On June 22, 2026, Tianci International, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended April 30, 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 June 22, 2026
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, hereunto duly authorized.

 

  Tianci International, Inc.
     

Date: June 22, 2026

 

By:

/s/ Shufang Gao

Shufang Gao

CEO

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

 

 

Tianci International, Inc. Reports Financial Results for Fiscal Quarter Ended April 30, 2026

 

HONG KONG/RENO, Nevada, June 22, 2026 /Access 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 April 30, 2026.

 

Third Fiscal Quarter 2026 Highlights:

 

·Revenue increased, quarter-to-quarter, by 121%, as global logistics revenue increased by 19% and was complemented by revenue of $1,418,552 resulting from our initial entry into the market for mineral ores.
·General and administrative expenses decreased from $960,583 in the quarter ended April 30, 2025 to $552,141 in the quarter ended April 30, 2026. As a result, the Company reported net income of $91,545 in the quarter ended April 30, 2026, compared to a net loss of $959,409 reported for the quarter ended April 30, 2025.

 

Financial Results

 

Revenue from logistics operations for the quarter ended April 30, 2026, which represented 53% of the Company’s overall revenue in that period, increased by 19% from the revenue generated by logistics operations during the quarter ended April 30, 2025. Meanwhile, the cost of that revenue increased by 16% from the third quarter of fiscal year 2025 to the third quarter of fiscal year 2026, as demand for logistics services increased modestly as concerns about the implementation of tariffs were reduced in the light of war in the Middle East. As a result of that modest reduction in cost of revenue, the Company’s gross profit margin attributable to logistics operations increased from 0.81% in the quarter ended April 30, 2025 to 3.73% in the quarter ended April 30, 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 nine months ended April 30, 2026. Those sales yielded $3,239,872 in revenue and a gross profit margin of 6.88%. 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 net income of $91,545 for the quarter ended April 30, 2026, primarily due to a 43% decrease in general and administrative expenses. G&A expenses had been swollen during the quarter ended April 30, 2025 by expenses incurred as an indirect result of the public offering we completed during that earlier quarter. Our bottom line net income of $91,545 for the third quarter of 2026, therefore, compared favorably with the net loss of $947,987 that we incurred in the third quarter of 2025.

 

Our operations during the nine months ended April 30, 2026 reduced our cash balance by $1,687,149 to $718,203. In addition to our net loss of $594,453 for the nine month period, the greater portion of that cash drain was attributable to the increase of $957,881 in our accounts receivable balance. At April 30, 2026 our working capital was $2,596,047, a decline of $309,554 during the nine months ended April 30, 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 April 30, 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)

 

   April 30,  July 31,
   2026  2025
    (Unaudited)      
ASSETS          
Current assets:          
Cash  $718,203   $2,405,352 
Accounts receivable   957,880     
Prepayment and other current assets   730,472    382,554 
Inventory   282,139    215,346 
Total current assets   2,688,694    3,003,252 
           
Other assets:          
Lease security deposit   21,518    23,174 
Lease right-of-use asset   74,289    119,545 
Total non-current assets   95,807    142,719 
           
TOTAL ASSETS  $2,784,501   $3,145,971 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $   $18,554 
Income taxes payable       16,117 
Lease liability-current   60,510    57,903 
Accrued liabilities and other payables   32,137    5,077 
Total current liabilities   92,647    97,651 
           
Lease liability - noncurrent   11,390    61,403 
           
Total liabilities   104,037    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 April 30, 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 April 30, 2026 and July 31, 2025, respectively       8 
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively        
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 3,618,907 and 2,361,763 shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively*   361    236 
Additional paid-in capital   6,134,805    5,846,922 
Accumulated deficit   (3,482,130)   (2,862,860)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.   2,653,036    2,984,306 
Non-controlling interest   27,428    2,611 
           
Total stockholders’ equity   2,680,464    2,986,917 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $2,784,501   $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 April 30  For the nine months ended April 30,
   2026  2025  2026  2025
   (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
OPERATING REVENUES                    
Global logistics services  $2,271,363   $1,901,992   $8,018,604   $6,731,768 
Sale of minerals   1,418,552        3,239,872     
Other revenue   620,606    46,223    754,956    276,590 
Total Operating Revenues   4,310,521    1,948,215    12,013,432    7,008,358 
                     
COST OF REVENUES                    
Global logistics services   2,186,753    1,886,564    7,791,053    6,472,998 
Cost of minerals   1,415,118        3,016,808     
Other revenue   11,161    3,668    33,521    168,968 
Total Cost of Revenues   3,613,032    1,890,232    10,841,382    6,641,966 
                     
Gross profit   697,489    57,983    1,172,050    366,392 
                     
Operating expenses:                    
Selling and marketing   30,000    63,700    119,580    163,924 
General and administrative   552,141    960,583    1,623,053    1,392,187 
                     
Total operating expenses   582,141    1,024,283    1,742,633    1,556,111 
                     
(Loss) income from operations   115,348    (966,300)   (570,583)   (1,189,719)
                     
Other income (loss) net   (86)       (153)   27,391 
                     
Income (loss) before provision for income taxes   115,262    (966,300)   (570,736)   (1,162,328)
Provision for income tax expenses (benefits)   23,717    (6,891)   23,717     
                     
Net (loss) income   91,545    (959,409)   (594,453)   (1,162,328)
Less: net income (loss) attributable to non-controlling interest   42,819    (11,422)   24,817    (7,934)
                     
Net income (loss) attributable to TIANCI INTERNATIONAL, INC.  $48,726   $(947,987)  $(619,270)  $(1,154,394)
                     
Weighted average number of common shares                    
Basic and diluted *   3,618,829    2,138,826    3,145,300    2,120,467 
                     
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.                    
Basic and diluted  $0.01   $(0.43)  $(0.20)  $(0.52)
                     
Weighted average number of preferred shares A                    
Basic and diluted                
                     
Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.                    
Basic and diluted  $   $   $   $ 
                     
Weighted average number of preferred shares B                    
Basic and diluted       80,000    4,034    80,000 
                     
(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.                    
Basic and diluted  $   $(0.43)  $(0.20)  $(0.52)

 

 4 

 

 

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,
   2026  2025
   (Unaudited)  (Unaudited)
Cash flows from operating activities:          
Net (loss)  $(594,453)  $(1,162,328)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Amortization of operating lease right-of-use asset   45,257     
Warrants issuance to consultant       158,412 
Debt forgiven by related party        
Change in operating assets and liabilities:          
Accounts receivable   (957,881)   (166,752)
Prepayment and other current assets   (334,084)   (723,733)
Inventory   221,207     
Lease security deposit   1,656     
Due from related party        
Advances from customers        
Accounts payable   (18,554)    
Income taxes payable   (29,948)   (51,920)
Operating lease liabilities   (47,406)    
Accrued liabilities and other payables   27,057    (53,861)
Net cash (used in) operating activities   (1,687,149)   (2,000,182)
           
Cash flows from financing activities:          
Repayment of working capital advance to related party       (10,771)
Operating expenses directly paid by shareholders        
Working capital advance from related party       8,500 
Proceeds received from public or private offerings       5,439,333 
Deferred offering costs incurred       (219,125)
Net cash provided by financing activities       5,217,937 
           
Net (decrease) increase in cash   (1,687,149)   3,217,755 
Cash, beginning   2,405,352    413,129 
Cash, ending  $718,203   $3,630,884 
           
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   $ 
Deferred offering costs net against proceeds from public offering  $   $714,481 

 

 

* * * * *

 

 

 5 

 

FAQ

How did Tianci International (CIIT) perform in the quarter ended April 30, 2026?

Tianci International reported quarterly revenue of $4,310,521 and net income of $91,545. This compares with revenue of $1,948,215 and a net loss of $959,409 in the same quarter last year, reflecting a significant operational improvement and cost control.

What drove Tianci International’s revenue growth in its third fiscal quarter 2026?

Revenue rose 121% quarter-to-quarter, reaching $4.31 million. Global logistics services revenue grew 19% year-over-year, and the Company added $1,418,552 from initial mineral ore sales, plus $620,606 from other revenue streams, broadening its overall business mix.

Did Tianci International improve profitability in Q3 2026 versus Q3 2025?

Yes. Tianci International posted net income of $91,545 in Q3 2026 versus a net loss of $959,409 a year earlier. Lower general and administrative expenses and higher gross profit from logistics and mineral sales supported this turnaround in quarterly profitability.

What were Tianci International’s cash and working capital as of April 30, 2026?

As of April 30, 2026, Tianci International had cash of $718,203 and working capital of $2,596,047. Operating activities used $1,687,149 of cash over the nine-month period, reflecting higher accounts receivable and ongoing investments in inventory and operations.

How important are mineral sales to Tianci International’s results for 2026 so far?

Mineral sales are a new revenue stream, generating $1,418,552 in Q3 2026 and $3,239,872 over nine months. These sales carried a 6.88% gross margin, providing diversification beyond logistics and contributing meaningfully to overall revenue growth in the current fiscal year.

What margins did Tianci International achieve in its logistics operations in Q3 2026?

For the quarter ended April 30, 2026, logistics revenue of $2,271,363 carried a gross profit margin of 3.73%, up from 0.81% in the prior-year quarter. Revenue and cost both increased, but cost grew more slowly, improving the profitability of logistics services.

Filing Exhibits & Attachments

4 documents