The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this annual
report. The following discussion contains forward-looking statements based upon
current expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking
statements as a result of a number of factors, including those set forth under
the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking
Statements and Business sections in this Form 10-K. We use words such as
"anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect,"
"believe," "intend," "may," "will," "should," "could," and similar expressions
to identify forward-looking statements.
Our audited financial statements are stated in United States Dollars and are
prepared in accordance with Generally Accepted Accounting Principles of the
United States of America (the U.S. GAAP)
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, pursuant to Nevada Revised Statutes Section 92A.180 in
connection with the merger of us into our then subsidiary, Tianci International
Inc.
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.
Upon the consummation of the sale, Ms. Cuilian Cai resigned from her positions
as director, Chief Executive Officer and Chief Financial Officer of the Company.
Her resignation was not due to any dispute or disagreement with the Company on
any matter relating to the Company's operations, policies or practices. Chuah Su
Chen and Chuah Su Mei were appointed to serve in the positions set forth next to
their names below:
Name Position
Chuah Su Chen Director, Chief Financial Officer and Secretary
Chuah Su Mei Director, Chief Executive Officer and President
Chuah Su Chen and Chuah Su Mei are sisters.
7
We are in active discussions with an operating business affiliated with our
executive officers regarding potential acquisition. There is no assurance that
we will be able to successfully acquire such company or any company in the near
future.
Effective August 6, 2021, Tianci International, Inc., a Nevada corporation
("we," "us," or the "Company"), Chuah Su Mei, our 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, each of Chuah Su Chen,
Chuah Su Mei, and Jerry Ooi, constituting all 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. Each of the
foregoing former officers and directors also forgave all amounts due to them
from the Company in connection with the closing of the Transaction.
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 Director
Yee ManYung Director
Jimmy Weiyu Zhu Director
None of the directors or executive officers has a direct family relationship
with any of the Company's directors or executive officers. Each officer and
director will serve in his positions without compensation. The Company plans to
enter into compensatory arrangements with its officers and directors in the
future.
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.
8
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
July 31, 2021, the Company had working capital deficiency of $325,110 and has
incurred losses since its inception resulting in an accumulated deficit of
$1,452,661. 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.
Results of Operations
The following tables provide selected financial data about our company as of and
for the years ended July 31, 2021 and 2020.
Balance Sheet Data
July 31, July 31,
2021 2020 Change
Cash $ 3,951 $ 3,968 $ (17 )
Total assets $ 17,951 $ 15,968 $ 1,983
Total liabilities $ 343,061 $ 266,694 $ 76,367
Stockholders' equity (deficit) $ (325,110 ) $ (250,726 ) $ (74,384 )
Summary Income Statement Data
Year Ended
July 31,
2021 2020 Change
Net Revenue $ - $ - $ -
Total Operating Expenses 63,003 73,848 (10,845 )
Loss From Operations 63,003 73,848 (10,845 )
Other Expenses (11,381 ) - 11,381
Net Loss $ 74,384 $ 73,848 $ 536
Revenue. During the fiscal years ended July 31, 2021 and 2020, we did not
generate any revenues.
Operating Expenses. Operating expenses were $63,003 and $73,848 for the years
ended July 31, 2021 and 2020, respectively. Operating expenses mainly consisted
of professional fees and office and miscellaneous expenses. The decrease in
operating expenses resulted primarily from the decrease in professional fees
offset by an increase in office and miscellaneous expenses. We expect our
operating expenses to increase once we identify and consummate the acquisition
of an operating company.
Loss from Operations. For the years ended July 31, 2021, and 2020, we incurred a
loss from operations of $63,003 and $73,848, respectively. The decrease in loss
from operations was attributable to the decrease in professional fees.
Net Loss. For the years ended July 31, 2021, and 2020, we incurred a net loss of
$74,384 and $73,848, respectively. The increase in net loss was primarily
attributable to the increase in other expenses of $11,381, which was an income
tax penalty.
9
Liquidity and Capital Resources
Working Capital
July 31, July 31,
2021 2020 Change
Current Assets $ 17,951 $ 15,968 $ 1,983
Current Liabilities 343,061 266,694 76,367
Working Capital (Deficiency) $ (325,110 ) $ (250,726 ) $ (74,384 )
As of July 31, 2021 we had working capital deficit of $325,110 as compared to
working capital deficit of $250,726 as of July 31, 2020. The increase in working
capital deficit was mainly due to an increase in amounts due to related parties
for the payment of operating expenses.
Cash Flows
Year Ended
July 31,
2021 2020
Cash used in operating activities $ (74,248 ) $ (73,230 )
Cash provided by investing activities $ - $ -
Cash provided by financing activities $ 74,231 $ 73,230
Net change in cash and cash equivalents $ (17 ) $ -
Cash Flow from Operating Activities
During the year ended July 31, 2021, net cash used in operating activities was
$74,248, compared to $73,230 for the year ended July 31, 2020. The increase in
net cash used in operating activities was mainly due to the increase in net loss
and prepaid expenses.
Cash Flow from Investing Activities
During the years ended July 31, 2021, and 2020, we had no cash flow from
investing activities.
Cash Flow from Financing Activities
During the year ended July 31, 2021, net cash provided by financing activities
was $74,231, compared to $73,230 for the year ended July 31, 2020. The increase
in net cash provided by financing activities was mainly due to the increase in
proceeds from related parties.
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.
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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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