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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): November 4, 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)
852-266-21800
(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 November 5, 2026, Tianci International, Inc.
(the “Company”) issued a press release announcing financial results for the fiscal year ended July 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 November 5, 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: November 5, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
Tianci International,
Inc. Reports Financial Results for Fiscal Year Ended July 31, 2026
HONG KONG/RENO, Nevada, November 5, 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 year ended July 31, 2026.
Fiscal 2026 Highlights:
| · | For the year ended July 31, 2026, our total revenue increased to $14,242,611 from $9,282,997 for the year
ended July 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed
$4,409,563 to our total revenue for year ended July 31, 2026, representing approximately 31% of our revenue in that year. |
| · | Our gross profit percentage for fiscal year 2026 was 7.43%, as our global logistics services yielded a
gross profit percentage of 2.29%, our sales of mineral products yielded 7.43%, and our other services (i.e. sale of electronic parts and
business consulting) yielded a gross profit percentage of 58.8%. |
| · | After accounting for operating expenses, we reported a net loss of $2,454,798 for fiscal year 2026. In
the prior year, fiscal year 2025, we reported a net loss of $2,686,357. |
Financial Results
Revenue from logistics operations for the year
ended July 31, 2026, which represented 63% of the Company’s overall revenue in that period, decreased by 0.7% from the revenue generated
by logistics operations during the year ended July 31, 2025. Concerns about the implementation of tariffs and overall pricing pressures
reduced demand for logistics services, as a result of which the gross profit percentage realized by the Company from its logistics services
fell from 3.93% in fiscal 2025 to 2.29% in fiscal 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 year
ended July 31, 2026. Those sales yielded $4,409,563 in revenue and a gross profit margin of 7.43%. 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 $2,454,798 for the year
ended July 31, 2026. As a result, our operations during the year reduced our cash balance by $2,199,382. We offset much of that reduction
by completing a public offering in June 2026 with net proceeds of $4,390,512.
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 2026
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-K for the year ended July 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.
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS)
| | |
| |
|
| | |
July 31, | |
July 31, |
| | |
2026 | |
2025 |
| | |
| |
|
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 4,442,982 | | |
$ | 2,405,352 | |
| Accounts receivable | |
| 452,800 | | |
| – | |
| Prepayment and other current assets | |
| 331,349 | | |
| 382,554 | |
| Inventory | |
| 231,790 | | |
| 215,346 | |
| Total current assets | |
| 5,458,921 | | |
| 3,003,252 | |
| | |
| | | |
| | |
| Other assets: | |
| | | |
| | |
| Property and equipment, net | |
| 153,500 | | |
| – | |
| Lease security deposit | |
| 21,518 | | |
| 23,174 | |
| Lease right-of-use asset | |
| 58,776 | | |
| 119,545 | |
| Total non-current assets | |
| 233,794 | | |
| 142,719 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 5,692,715 | | |
$ | 3,145,971 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 3,608 | | |
$ | 18,554 | |
| Advances from customer | |
| 66,577 | | |
| – | |
| Income taxes payable | |
| – | | |
| 16,117 | |
| Lease liability-current | |
| 55,670 | | |
| 57,903 | |
| Accrued liabilities and other
payables | |
| 4,228 | | |
| 5,077 | |
| Total current liabilities | |
| 130,083 | | |
| 97,651 | |
| | |
| | | |
| | |
| Lease liability - noncurrent | |
| – | | |
| 61,403 | |
| | |
| | | |
| | |
| Total liabilities | |
| 130,083 | | |
| 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 July 31, 2026 and 2025 | |
| – | | |
| – | |
| Series B Preferred stock, $0.0001
par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of July 31, 2026 and 2025, respectively | |
| – | | |
| 8 | |
| Undesignated preferred stock, $0.0001
par value; 19,920,000 shares authorized; no shares issued and outstanding as of July 31, 2026 and 2025, respectively | |
| – | | |
| – | |
| Common stock, $0.0001 par value,
2,000,000,000 shares authorized; 1,080,299 and 236,247 shares issued and outstanding as of July 31, 2026 and 2025, respectively* | |
| 108 | | |
| 24 | |
| Additional paid-in capital | |
| 10,877,571 | | |
| 5,847,134 | |
| Accumulated deficit | |
| (5,236,820 | ) | |
| (2,862,860 | ) |
| Total stockholders' equity attributable to TIANCI INTERNATIONAL,
INC. | |
| 5,640,859 | | |
| 2,984,306 | |
| Non-controlling interest | |
| (78,227 | ) | |
| 2,611 | |
| | |
| | | |
| | |
| Total stockholders’ equity | |
| 5,562,632 | | |
| 2,986,917 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY | |
$ | 5,692,715 | | |
$ | 3,145,971 | |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS)
| | |
For the year ended July 31, |
| | |
2026 | |
2025 |
| OPERATING REVENUES | |
| | | |
| | |
| Global logistics services | |
$ | 8,939,720 | | |
$ | 9,006,407 | |
| Sale of minerals | |
| 4,409,563 | | |
| – | |
| Other revenue | |
| 893,328 | | |
| 276,590 | |
| Total Operating Revenues | |
| 14,242,611 | | |
| 9,282,997 | |
| | |
| | | |
| | |
| COST OF REVENUES | |
| | | |
| | |
| Global logistics services | |
| 8,734,785 | | |
| 8,652,742 | |
| Cost of minerals | |
| 4,081,880 | | |
| – | |
| Other revenue | |
| 368,070 | | |
| 180,132 | |
| Total Cost of Revenues | |
| 13,184,735 | | |
| 8,832,874 | |
| | |
| | | |
| | |
| Gross profit | |
| 1,057,876 | | |
| 450,123 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Selling and marketing | |
| 282,367 | | |
| 230,778 | |
| General and administrative | |
| 3,230,154 | | |
| 2,927,260 | |
| | |
| | | |
| | |
| Total operating expenses | |
| 3,512,521 | | |
| 3,158,038 | |
| | |
| | | |
| | |
| (Loss) income from operations | |
| (2,454,645 | ) | |
| (2,707,915 | ) |
| | |
| | | |
| | |
| Other income (loss) net | |
| (153 | ) | |
| 27,391 | |
| | |
| | | |
| | |
| Income (loss) before provision for income taxes | |
| (2,454,798 | ) | |
| (2,680,524 | ) |
| Provision for income taxes | |
| – | | |
| 5,833 | |
| | |
| | | |
| | |
| Net (loss) income | |
| (2,454,798 | ) | |
| (2,686,357 | ) |
| Less: net income (loss) attributable to non-controlling
interest | |
| (80,838 | ) | |
| (45,568 | ) |
| | |
| | | |
| | |
| Net income (loss) attributable
to TIANCI INTERNATIONAL, INC. | |
$ | (2,373,960 | ) | |
$ | (2,640,789 | ) |
| | |
| | | |
| | |
| Weighted average number of common shares | |
| | | |
| | |
| Basic and diluted* | |
| 400,459 | | |
| 218,143 | |
| | |
| | | |
| | |
| Income (loss) per common share attributable to TIANCI
INTERNATIONAL, INC. | |
| | | |
| | |
| Basic and diluted | |
$ | (5.63 | ) | |
$ | (8.86 | ) |
| | |
| | | |
| | |
| 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 | |
| 21,099 | | |
| 80,000 | |
| | |
| | | |
| | |
| (Loss) per preferred share B attributable to TIANCI
INTERNATIONAL, INC. | |
| | | |
| | |
| Basic and diluted | |
$ | (5.63 | ) | |
$ | (8.86 | ) |
TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
| | |
| |
|
| | |
For the year ended July 31, |
| | |
2026 | |
2025 |
| | |
| |
|
| Cash flows from operating activities: | |
| | | |
| | |
| Net (loss) | |
$ | (2,454,798 | ) | |
$ | (2,686,357 | ) |
| Adjustments to reconcile net (loss) to net cash provided by operating activities: | |
| | | |
| | |
| Amortization of operating lease right-of-use asset | |
| 60,769 | | |
| 4,937 | |
| Warrants issuance to consultant | |
| – | | |
| 158,412 | |
| Stock-based compensation | |
| 352,000 | | |
| – | |
| Change in operating assets and liabilities: | |
| | | |
| – | |
| Accounts receivable | |
| (452,800 | ) | |
| – | |
| Prepayment and other current assets | |
| 88,756 | | |
| (380,737 | ) |
| Inventory | |
| 271,556 | | |
| (215,346 | ) |
| Lease security deposit | |
| 1,656 | | |
| (21,518 | ) |
| Advances from customers | |
| 66,577 | | |
| – | |
| Accounts payable | |
| (14,948 | ) | |
| 18,554 | |
| Income taxes payable | |
| (53,665 | ) | |
| (46,087 | ) |
| Operating lease liabilities | |
| (63,636 | ) | |
| (5,177 | ) |
| Accrued liabilities and other payables | |
| (849 | ) | |
| (52,395 | ) |
| | |
| | | |
| | |
| Net cash (used in) operating activities | |
| (2,199,382 | ) | |
| (3,225,714 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of equipment | |
| (153,500 | ) | |
| – | |
| | |
| | | |
| | |
| Net cash used in investing activities | |
| (153,500 | ) | |
| – | |
| | |
| | | |
| | |
| 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 | |
| Deferred offering costs incurred | |
| – | | |
| (219,125 | ) |
| Payments of equity issuance costs | |
| (553,319 | ) | |
| – | |
| Proceeds from issuance of common stock and warrants | |
| 4,902,550 | | |
| – | |
| Proceeds from exercise of pre-funded warrants | |
| 2,000 | | |
| – | |
| Proceeds from exercise of warrants | |
| 39,281 | | |
| – | |
| | |
| | | |
| | |
| Net cash provided by financing activities | |
| 4,390,512 | | |
| 5,217,937 | |
| | |
| | | |
| | |
| Net increase in cash | |
| 2,037,630 | | |
| 1,992,223 | |
| Cash, beginning | |
| 2,405,352 | | |
| 413,129 | |
| Cash, ending | |
$ | 4,442,982 | | |
$ | 2,405,352 | |
| | |
| | | |
| | |
| 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 | |
| Initial recognition of right-of-use assets and lease liabilities, net of disposal | |
| – | | |
| 124,483 | |
* * * * *
