10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2016

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [                ] to [                 ]

Commission file number: 333-184061

TIANCI INTERNATIONAL, INC.

(formerly known as Steampunk Wizards, Inc.)

(Exact name of registrant as specified in its charter)

Nevada	45-5440446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Xusheng Building, Yintian Road, Bo’an District, Shenzhen, Guangdong Province, People’s Republic of China	518101
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:

86-0755 83695082

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐   No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ☐   No  ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.   Yes  ☐   No   ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).   Yes  ☐   No  ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☐	Accelerated filer   ☐
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)	Smaller reporting company   ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  ☒   No  ☐

The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2016, was $3,142,480 based on a $0.31 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

49,853,280 as of January 9, 2017

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

	TITLE	PAGE
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item 9A.	Controls and Procedures	20
Item 9B.	Other Information	21
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accounting Fees and Services	30
Item 15.	Exhibits, Financial Statement Schedules	31

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this annual report contains forward-looking statements.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.

“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report, Taiwan, Hong Kong and Macau. “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States.

PART I

Item 1. Business

Corporate 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 Xusheng Building, Yintian Road, Bo’an District, Shenzhen, Guangdong Province, People’s Republic of China. Our telephone number is 86-0755 83695082.

Our limited business until October 13, 2016, when control of our company changed (“Change of Control”) pursuant to a share purchase agreement and a spin-off agreement set forth below (respectively “Change of Control SPA” and the “Spin-Off Agreement”), was computer game development. 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 (the “Name Change”), in connection with the merger of us into our then subsidiary, Tianci International Inc. (the “Statutory Merger”)

We are now exploring business combination opportunities with existing business.

Current Business

Based on proposed business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

Our principal business is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.

The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers. As of the date of this Annual Report, we have not entered into any agreement with any party regarding acquisition opportunities for us. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

● Potential for growth, indicated by new technology, anticipated market expansion or new products;

● Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

● Strength and diversity of management, either in place or scheduled for recruitment;

● Capital requirements and anticipated availability of required funds from the Registrant, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

● The extent to which the business opportunity can be advanced;

● The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

● Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about the business to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel and financial resources.

1

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.

Additionally, we are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Historical Activities

2014 Sale

In January 2014, we were a party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin").  Pursuant to the 2014 SPA, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic").  Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale.  Following the Private Sale, a change in control occurred since Lin gained control of almost 52% of our outstanding common stock.

2015 Share Exchange

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares of us and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (subject to adjustment for fractionalized shares as set forth below) of our common stock to the Shareholders (or their designees), and Lin caused 10,096,229 shares of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders of Malta Co. own approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.

2

Following the Share Exchange, we abandoned our prior business plan and we are now pursuing Malta Co.’s historical businesses and proposed businesses. Steampunk develops computer games, applications and merchandise, and already has one game, Bungee Mummy, which was launched in the end of August 2015.

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.

Malta Co. was incorporated in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, we built the first mobile game with 3D printable rewards embedded and the associated IP and server technology. As a result, we are well positioned to take advantage of one of the major trends in the Electronics Entertainment industry sector, namely the space where virtual and real worlds blur.

Through our wholly owned subsidiary, we were an independent games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

Lin resigned from the CEO and sole director positions in on January 29, 2016, on which date Mr. Joshua O’Cock became our CEO, CFO, Secretary and Director.

Change of Control

On October 13, 2016, we entered into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald (respectively, the “Share Purchase” and the “Spin-Off”). Pursuant to the Spin-Off Agreement, the Buyer received all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became the sole equity owner of Malta Co. and we have no further interest in Malta Co.

On October 13, 2016, shareholders (the “Sellers”), who own, in the aggregate 18,071,445 shares (the “Shares”) of common stock, par value $0.0001 per share of us, entered into a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed thereof pursuant to which the Purchasers acquired the Shares for an aggregate purchase price of $150,000. The transaction contemplated in the Change of Control SP closed on the same day.

The Shares represent approximately 65.1% of all the issued and outstanding common stock of us. Therefore, the transaction has resulted in a change of control. (the “Change of Control”)

In connection with the Change of Control, Mr. Joshua O’Cock, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all the director and officer positions with us, meaning that all former directors and officers, including Mr. Brendon Grunewald and Mr. Anton Lin, no longer held any of the director and officer positions.

Simultaneously with the closing, Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer.

Statutory Merger and Name Change

On October 26, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its wholly-owned subsidiary, Tianci International, Inc., a newly formed Nevada Corporation ("Merger Sub"), with Merger Sub being the surviving entity. The transaction contemplated in the Merger Agreement (“Merger”) became effective on November 7, 2016.

3

As permitted by the Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the company's name from Steampunk Wizards, Inc. to Tianci International, Inc. Upon the filing of the Articles of Merger, (the "Articles of Merger") with the Nevada Secretary of State on October 26, 2016 to effect the Merger, our name changed effectively on November 7, 2016.

Private Placement

On January 4, 2017, we entered into a Securities Purchase Agreement (the “Private Placement SPA”) with certain purchasers set forth thereof (the “Purchasers”) whereby the Purchasers acquired 19,532,820 shares (the “Shares”) of our common stock, par value $0.0001 per share, at price of $0.005 per share for an aggregate purchase price of $97,664.10. (the “Private Placement”) The transaction contemplated in the Private Placement SPA closed on the same day.

Business Prior to the Change of Control

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Anton Lin, an individual, and the Company’s former sole officer and director (“Lin”), being the owner of record of 11,451,541 common shares of the Company and the persons listed in Exhibit A thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, on August 21, 2015, the Company issued 4,812,209 shares (the “New Shares”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s common stock to the Shareholders (or their designees), and Lin caused 10,096,229 shares of the Company’s common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively shall represent 55% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co.  As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing.  The Shareholders of Malta Co. own approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.

Following the Share Exchange, we abandoned our prior business plan and started to to develop computer games, applications and merchandise, and, launched one game, Bungee Mummy, in the end of August 2015.

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.

Malta Co. was incorporated in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.”  Making full use of the team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded and the associated IP and server technology.

Through Malta, we were an independent games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.  We had an in-house team of designers, developers, artists, programmers and marketers that allow us to design and develop our own games through every stage from conception to publication.

Our first game, a casual game called Bungee Mummy – Challenges, which was launched in late August this year, is a compendium of 4 mini games set in the Bungee Mummy Egyptian theme; it is a mobile game designed primarily for smartphones and tablets (supporting both Android and IOS). Bungee Mummy- King’s Escape is the larger game within the Bungee Mummy franchise, and it was released later in 2015. King’s Escape is an Egyptian themed level-based mobile game (designed primarily for tablets and smartphones) that works on both Android and iOS.  The game had novel game play characteristics which could be described as a cross between Spiderman, Angry Birds and Cut the Rope in its gameplay. In it players swing and catapult themselves through levels while avoiding different obstacles, solving puzzles and killing their enemies along the way. Players access to numerous power-ups and a variety of techniques to help them through the different levels which take players from world to virtual world.

From launch to October 5, 2015, Bungee Mummy Challenges received 488 downloads on iOS with a 7-day retention rate of 22%.  During that period it received 1692 downloads on Android, with a 7-day retention rate of 25%.  No advertising was put behind the game, explaining the low download numbers.  Given the higher-than-expected 7-day retention rates, the Challenges game shows good potential.

Employees. As of the date of this Annual Report, we had 2 employees.

4

Item 1A. Risk Factors

Risks Related to our Business

We are a development stage company, and our future success is highly dependent on the ability of management to locate and attract a suitable acquisition which we may be unable to do.

We were incorporated in June 13, 2012 and are considered to be in the development stage. The nature of our operations is highly speculative, and there is a consequent risk of loss of an investment in the Company. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity, if any. While management intends to seek business combination(s) with entities having established operating histories, we cannot provide any assurance we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

Our business is difficult to evaluate because we have limited operating history.

As the Company has limited operating history and no revenue or assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company has no revenues or earnings from operations since inception. We have no assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

We are likely to incur losses.

From August 01, 2015, until July 31, 2016, we have incurred a loss of $689,476 and we expect that we will incur losses at least until we complete a business combination and perhaps after such combination as well. There can be no assurances that we will ever be profitable.

Our business may have no revenue unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenue from operations. We may not realize any revenue unless and until we successfully merge with or acquire an operating business.

There can be no assurance that the Company will successfully consummate a business combination.

We can give no assurances that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. There is no geographic or industrial limitation on our search for an appropriate business combination. We cannot guarantee that we will be able to negotiate a business combination with any entity on favorable terms.

Limited funds and lack of full-time management make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity and we may not discover or adequately evaluate adverse facts about the target company to be acquired.

Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before we commit our capital or other resources to such opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation. A significant portion of our available funds may be expended for investigative expenses, legal fees and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.

5

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition at which time the success of the acquisition may be dependent on many things out of our control.

The nature of our operations is highly speculative, and there is a consequent risk of loss of an investment in the Company. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

We have not identified a specific potential acquisition target. Accordingly, an acquisition may not happen.

We have no agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations. Our flexibility in seeking, analyzing and participating in potential business opportunities will be restricted by our limited assets and access to financing. While we believe there may be numerous potential target businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure that we will properly ascertain or assess all significant risk factors.

We face a number of risks associated with potential acquisitions, including the possibility that we may incur substantial debt which could adversely affect our financial condition.

We intend to use reasonable efforts to complete a merger or other business combination with an operating business. Such combination will be accompanied by risks commonly encountered in acquisitions, including, but not limited to, difficulties in integrating the operations, technologies, products and personnel of the acquired companies and insufficient revenues to offset increased expenses associated with acquisitions. Failure to manage and successfully integrate acquisitions we make could harm our business, our strategy and our operating results in a material way. Additionally, completing a business combination is likely to increase our expenses and it is possible that we may incur substantial debt in order to complete a business combination, which could adversely affect our financial condition. Incurring a substantial amount of debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which will reduce the amount available to fund working capital, capital expenditures, and other general purposes. Any indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants; impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.

There is competition for those companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

6

There are relatively low barriers to becoming a blank check company or shell company, thereby increasing the competitive market for a small number of business opportunities.

There are relatively low barriers to becoming a blank check company or shell company. A newly incorporated company with a single stockholder and sole officer and director may become a blank check company or shell company by voluntarily subjecting itself to the SEC reporting requirements by filing and seeking effectiveness of a registration statement on Form 10 with the SEC, thereby registering its common stock pursuant to Section 12(g) of the Exchange Act with the SEC. Assuming no comments to the Form 10 have been received from the SEC, the registration statement is automatically deemed effective 60 days after filing the Form 10 with the SEC. The relative ease and low cost with which a company can become a blank check or shell company can increase the already highly competitive market for a limited number of businesses that will consummate a successful business combination.

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, management anticipates devoting very limited time, no more than five hours per week on average, to the Company’s affairs before a suitable target company is identified. Our officers have not entered into a written employment agreement with us and we do not expect to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

There may be conflicts of interest between our management and the non-management stockholders of the Company.

Currently, affiliates of our stockholder are also our officers and directors. However, if in the future shares of our common stock are held by additional members of management not associated with our stockholders, management may have an incentive to act adversely to the interests of the stockholders of the Company. A conflict of interest may arise between our management’s personal pecuniary interest and its fiduciary duty to our stockholders. In addition to this, our officers and directors are involved in other business activities and they may be presented with a business opportunity which would pose a conflict of interest with the business of the Company. The Company has not, as of the date hereof, developed a policy to deal with such conflicts. As a result, conflicts of interest can be resolved only through our officers and directors’ exercise of such judgment as is consistent with their fiduciary duties to the Company and they are legally required to make the decision based upon the best interests of the Company and the Company's other stockholders, rather than their own personal pecuniary benefit.

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly.

We have no business that produces revenues, however, the rules and regulations pursuant to the Exchange Act require a public company to provide periodic reports which will require that the Company engage legal, accounting and auditing services. The engagement of such services can be costly and the Company is likely to incur losses which may adversely affect the Company’s ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 required that the Company establish and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act of 2002 and the limited time that management will devote to the Company may make it difficult for the Company to establish and maintain adequate internal controls over financial reporting. In the event the Company fails to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our financial condition and result in loss of investor confidence and a decline in our share price.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

7

The Company may be subject to further government regulation which would adversely affect our operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we do not believe we will be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

We may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Because we may seek to complete a business combination through a “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since it is likely that we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our Common Stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

Risks Associated With Our Company.

If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised. We have limited capital resources and operations. To date, our operations have been funded entirely from the proceeds from financings or loans from shareholders or our management.

If we do not raise sufficient investment to meet operating costs, we will likely be unable to carry out our business. We may not be able to obtain additional financing on terms acceptable to us, or at all. Even if we obtain financing for our near term operations and product development, we may require additional capital beyond the near term. If we are unable to raise capital when needed, our business, financial condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.

8

Dependence on Key Existing and Future Personnel. Our success will depend, to a large degree, upon the efforts and abilities of our officers and key employees. The loss of the services of one or more of our key employees could have a material adverse effect on our operations. In addition, as our business model is implemented, we will need to recruit and retain additional management and key employees in virtually all phases of our operations. Key employees will require a strong background in our industry. We cannot assure that we will be able to successfully attract and retain key personnel.

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes- Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

As of July 31, 2016, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level, and that our internal control over financial reporting was not effective due to the existence of the material weaknesses as of the end of the period covered by this Report. We cannot assure you that we will not, in the future, identify additional areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

Risks Associated with Our Common Stock

Our shares are defined as "penny stock." The rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

The Commission has adopted regulations which generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. According to rules of the Commission and the Securities and Exchange Act of 1934, our shares are defined as a “penny stock”.  The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer.  For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale.  In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase.

9

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

● Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

● Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

● The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Inability and unlikelihood to pay dividends

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable.  Earnings, if any, are expected to be used to advance our activities and for general corporate purposes, rather than to make distributions to stockholders.  Prospective investors will likely need to rely on an increase in the price of our company’s stock to profit from his or her investment.  There are no guarantees that any market for our common stock will ever develop or that the price of our stock will ever increase.

Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price.  The potential or likelihood of an increase in share price is questionable at best.

Risks Related to Shell Company Status

Because we are a “shell company” under applicable securities rules, investors may not be able to rely on resale exemptions provided by Rule 144 of the Securities Act. As a result, investors may not be able to resell our shares and could lose their entire investment.

We are a “shell company” under Rule 405 of Regulation C of the Securities Act. A “shell company” is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. As a result, our investors are not allowed to rely on Rule 144 of the Securities Act for a period of twelve months from the date that we cease to be a shell company. Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144, and there is no guarantee that we will cease to be a shell company, they may not be able to re-sell our shares in the future and could lose their entire investment as a result.

Because we are a “shell company” under applicable securities rules, we are subject to additional disclosure requirements if we acquire or dispose of significant assets in the course of our business or we undergo a change in control. We will incur additional costs meeting these requirements, which will adversely impact our financial performance and, therefore, the value of your investment.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We do not own any property. We currently do not have a lease for the office space we are using in China. Our sole director, Ms. Cuilian Cai, has allowed us to use the space at no costs.

Item 3. Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our company's common stock is quoted on the OTCQB under the symbol "SPWZ". Our stock did not begin trading until March 15, 2013.

The following table sets forth the quarterly high and low bid prices for the common stock from for the past two fiscal years.  The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

	High		Low
Quarter ended October 31, 2014	$	2.50	$	0.38
Quarter ended January 31, 2015	$	1.46	$	1.46
Quarter ended April 30, 2015	$	1.88	$	0.63
Quarter ended July 31, 2015	$	1.5	$	0.25
Quarter ended October 31, 2015	$	2.50	$	0.38
Quarter ended January 31, 2016	$	1.46	$	1.46
Quarter ended April 30, 2016	$	1.88	$	0.63
Quarter ended July 31, 2016	$	1.5	$	0.25

On December 21, 2016, the closing bid price of the common stock was $0.0145

Holders

As of January 9, 2017 there were 88 stockholders of record and an aggregate of 49,853,280 shares of our common stock were issued and outstanding.   Our common shares are issued in registered form.  The transfer agent of our company's common stock is Action Stock Transfer Corporation at 2469 E Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.

Description of Securities

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.0001 par value, and 20,000,000 shares of preferred stock, at $0.0001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

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Recent Sales of Unregistered Securities

Information on any and all equity securities we have sold during the period covered by this Report that were not registered under the Securities Act of 1933, as amended, that has not previously been include in our Quarterly Reports on Form 10-Q filed with SEC on June 20, 2016, March 21, 2016 and December 21, 2015, is set forth below.  

The transaction listed below was made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act and/or Regulation S as promulgated thereunder, for sales not involving a public offering, unless otherwise noted.  The securities issued have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

As more fully described above, in connection with the Private Placement SPA, we issued a total of 19,532,820 shares of our common stock to certain purchasers set forth thereof.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2016.

Item 6. Selected Financial Data

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 United States Generally Accepted Accounting Principles.

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, as a for-profit company, with a fiscal year end of July 31. Our current principal office is located at Xusheng Building, Yintian Road, Bo’an District, Shenzhen, Guangdong Province, People’s Republic of China. Our telephone number is 86-0755 83695082.

Our limited business until October 13, 2016, when control of our company changed (“Change of Control”) pursuant to a share purchase agreement and a spin-off agreement set forth below (respectively “Change of Control SPA” and the “Spin-Off Agreement”), was computer game development. 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 (the “Name Change”), in connection with the merger of us into our then subsidiary, Tianci International Inc. (the “Statutory Merger”)

We are now exploring business combination opportunities with existing business.

Prior to the Share Exchange (as defined hereafter), we were 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.

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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.

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares of us and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (subject to adjustment for fractionalized shares as set forth below) of our common stock to the Shareholders (or their designees), and Lin caused 10,096,229 shares of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders of Malta Co. own approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.

Following the Share Exchange, we have abandoned our prior business plan and we persuaded Malta Co.’s historical businesses and proposed businesses.

Malta Co. was incorporated in 2014 to acquire the IP related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, Malta Co. built the first mobile game with 3D printable rewards embedded and the associated IP and server technology. As a result, we were well positioned to take advantage of one of the major trends in the Electronics Entertainment industry sector, namely the space where virtual and real worlds blur.

Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

Limited Operating History; Need for Additional Capital

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.

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Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.

We have not yet generated significant revenues and have accumulated deficit of $1,157,538 since inception through July 31, 2016.

The following table provides selected financial data about our company as of July 31, 2016 and 2015.

Balance Sheet Data

	July 31,			July 31,
	2016			2015			Change			%
Cash held for sale	$	339		$	53,472		$	(53,133	)		(99	%)
Assets held for sale and total assets	$	31,609		$	78,231		$	(46,622	)		(60	%)
Total liabilities	$	458,590		$	298,643		$	159,947			54	%
Stockholders' deficit	$	(426,981	)	$	(220,412	)	$	(206,569	)		94	%

	Year Ended July 31, 2016			October 27, 2014 (Inception) to July 31, 2015			Change			%
Revenue	$	-		$	-		$	-			-
Operating expenses		315,576			-			315,576			-
Loss from Continued Operation		(315,576	)		-			(315,576	)		-
Loss from Discontinued Operation		(367,925	)		(474,037	)		106,112			(22	%)
Net Loss	$	(683,501	)	$	(474,037	)	$	(209,464	)		44	%

Revenue

For the year ended July 31, 2016 we generated revenues of $0.

Operating Expenses

Operating expenses increased $315,576 for the year ended July 31, 2016 as compared to the period October 27, 2014 (inception) through July 31, 2015. The following table presents operating expenses for 2016 and 2015:

			October 27, 2014
	Year Ended July 31,		(Inception) to July 31,
	2016		2015		Change		%
Office and miscellaneous	$	124,514	$	-		124,514		-
Professional fees		191,062		-		191,062		-
Total Operating Expenses	$	315,576	$	-		315,576		-

Operating expenses for the period October 27, 2014 (inception) through July 31, 2015 was recognized as discontinued expenses.

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Discontinued Expenses

Pursuant to the Spin-Off Agreement, the Company recorded all expenses from the subsidiary in Malta as discontinued expenses. Loss from Discontinued Operation for the year ended July 31, 2016 and the period October 27, 2014 (inception) through July 31, 2015 was $367,925 and $474,037, respectively. As the spin-off occurred subsequent to the year end we recorded assets held for sale of $31,609 and $78,231 and liabilities held for sale of $252,726 and $298,643, as at July 31, 2016 and 2015, respectively.

Liquidity and Capital Resources

Working Capital

	July 31,			July 31,
	2016			2015			Change			%
Current Assets	$	31,609		$	78,231		$	(46,622	)		(60	%)
Current Liabilities		458,590			298,643			159,947			54	%
Working Capital (Deficiency)	$	(426,981	)	$	(220,412	)	$	(206,569	)		94	%

Working Capital Deficiency increased due to an increase in accounts payable of $74,040 and due to related parties of $131,824.

Cash Flows

	(Inception) to July 31, 2016			October 27, 2014 July 31, 2015			Change
Cash used in continued operating activities	$	(190,230	)	$	-		$	(190,230	)
Cash used in discontinued operating activities	$	(350,017	)	$	(258,471	)	$	(91,546	)
Cash used in discontinued investing activities	$	(10,151	)	$	(94,249	)	$	84,098
Cash provided by continued financing activities	$	398,695		$	-		$	398,695
Cash provided by discontinued financing activities	$	154,799		$	362,082		$	(207,283	)
Effects on changes in foreign exchange rate	$	(3,096	)	$	(9,362	)	$	6,266
Net (decrease) increase in cash and cash equivalents	$	-		$	-		$	-

For the period from inception (October 27, 2014) to July 31, 2015, represents only the cash flows from our wholly-owned subsidiary. Due to the spin-off of this subsidiary subsequent to the July 31, 2016, all cash flows for 2015 are reflected as discontinued.

Cash Flow from Operating Activities

During the year ended July 31, 2016, cash used in continued operating activities was $190,230 compared to cash used in continued operating activities of $0 during the period October 27, 2014 (inception) through July 31, 2015. The increase in cash used in continued operating activities was due to the increase in operating expenses. For the year ended July 31, 2016, the Company had a net loss from continued operation of $315,576, but this loss was offset by accrued management fees of $60,000, and a change in working capital of $65,346.

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During the period ended July 31, 2016, cash used in discontinued operating activities was $350,017 compared to cash used in discontinued operating activities of $258,471 during the period October 27, 2014 (inception) through July 31, 2015.

Cash Flow from Investing Activities

Cash used in discontinued investing activities were $10,151 and $94,249 for the year ended July 31, 2016 and the period October 27, 2014 (inception) through July 31, 2015, respectively.

During the year ended July 31, 2016, the Company used $10,151 cash to purchase equipment. Cash used in discontinued operating during the period October 27, 2014 (inception) through July 31, 2015, was $6,593 to purchase equipment and $87,656 to purchase intangible assets.

Cash Flow from Financing Activities

Cash used in continued financing activities were $398,695 and $0 for the year ended July 31, 2016 and the period October 27, 2014 (inception) through July 31, 2015, respectively. During the year ended July 31, 2016, the Company received cash from issuance of 613,593 shares of common of $440,579, loan from the former CEO of $16,822 and the Company repaid $57,917 to the former CEO.

Cash used in discontinued financing activities were $154,799 and $362,082 for the year ended July, 31, 2016 and the period October 27, 2014 (inception) through July 31, 2015, respectively. During the year ended July 31, 2016, the Company received $76,985 short-term loans from unrelated third party, loan from the related party of $16,822 and the Company repaid $57,917 to the former CEO. During the period October 27, 2014 (inception) through July 31, 2015, the Company issued 9,405,955 shares of common stock for cash of $125,839 and received short-term loans of $236,243.

With the proceeds received from Private Placement in January 2017, we are expected to operate as planned in the next 12 months.

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 consolidated 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 2 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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Going Concern

The 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 at July 31, 2016, the Company has working capital deficiency of $426,981and has incurred losses since inception resulting in an accumulated deficit of $1,157,538. 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 consolidated 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of July 31, 2016 and 2015	F-2
Consolidated Statements of Operations and Comprehensive Loss for the year ended July 31, 2016 and for the period October 27, 2014 (Inception) to July 31, 2015	F-3
Consolidated Statement of Stockholders’ Equity (Deficit) for the year ended July 31, 2016 and for the period October 27, 2014 (Inception) to July 31, 2015	F-4
Consolidated Statements of Cash Flows for the year ended July 31, 2016 and for the period October 27, 2014 (Inception) to July 31, 2015	F-5
Notes to the Audited Consolidated Financial Statements	F-6 - F-16

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

Tianci International, Inc.

(formerly known as Steampunk Wizards, Inc.).

We have audited the accompanying consolidated balance sheet of Tianci International, Inc.(formerly known as Steampunk Wizards, Inc.), (the “Company”), as of July 31, 2016 and 2015 and the related consolidated statements of operations and comprehensive loss, statement of stockholders’ deficit and statement of cash flows for the year ended July 31, 2016 and for the period from October 27, 2014 (inception) to July 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tianci International, Inc.(formerly known as Steampunk Wizards, Inc.) as of July 31, 2016 and 2015 and the results of their operations and comprehensive loss and their cash flows for the year ended July 31, 2016 and for the period from October 27, 2014 (inception) to July 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the accompanying consolidated financial statements, the Company has an accumulated deficit and working capital deficiency as of July 31, 2016. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ RBSM LLP  

Henderson

Nevada

January 12, 2017

F-1

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

CONSOLIDATED BALANCE SHEETS

	July 31, 2016			July 31, 2015
ASSETS
Current Assets
Assets held for sale	$	31,609		$	78,231
Total Current Assets		31,609			78,231
TOTAL ASSETS	$	31,609		$	78,231
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	74,040		$	-
Due to related parities		131,824			-
Liabilities held for sale		252,726			298,643
Total Current Liabilities		458,590			298,643
Commitments and Contingencies (Note 12)
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 27,767,269 and 14,908,438 shares issued and outstanding, respectively		2,777			1,491
Additional paid-in capital		750,867			269,246
Accumulated deficit		(1,157,538	)		(474,037	)
Accumulated other comprehensive loss		(23,087	)		(17,112	)
TOTAL STOCKHOLDERS' DEFICIT		(426,981	)		(220,412	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	31,609		$	78,231

The accompanying notes are an integral part of these consolidated financial statements

F-2

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

				October 27, 2014
	Year ended			(Inception) to
	July 31,			July 31,
	2016			2015
REVENUES	$	-		$	-
OPERATING EXPENSES
Office and miscellaneous		124,514			-
Professional fees		191,062			-
Total Operating Expenses		315,576			-
LOSS FROM OPERATIONS		(315,576	)		-
LOSS BEFORE INCOME TAXES		(315,576	)		-
Provision for income taxes		-			-
Loss from Continued Operation		(315,576	)		-
Loss from Discontinued Operation, Net of Tax Benefits		(367,925	)		(474,037	)
NET LOSS	$	(683,501	)	$	(474,037	)
STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$	(683,501	)	$	(474,037	)
Other Comprehensive loss:
Foreign currency translation adjustments		(5,975	)		(17,112	)
TOTAL COMPREHENSIVE LOSS	$	(689,476	)		(491,149	)
Basic and diluted loss per common share from continued operation	$	(0.01	)	$	(0.00	)
Basic and diluted loss per common share from discontinued operation	$	(0.01	)	$	(0.03	)
Basic and Diluted Weighted Average Common Shares Outstanding		26,886,255			13,909,309

The accompanying notes are an integral part of these consolidated financial statements

F-3

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED JULY 31, 2016 AND FOR THE PERIOD ENDED OCTOBER 27, 2014 (INCEPTION) TO JULY 31, 2015

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders'
	Number of Shares		Amount		Capital		Deficit			Loss			Deficit
Balance - October 27, 2014 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock		14,908,438		1,491		269,246		-			-			270,737
Net loss		-		-		-		(474,037	)		-			(474,037	)
Foreign currency translation adjustments		-		-		-		-			(17,112	)		(17,112	)
Balance - July 31, 2015		14,908,438		1,491		269,246		(474,037	)		(17,112	)		(220,412	)
Recapitalization		12,245,238		1,225		37,853		-			-			39,078
Common stock issued for cash		613,593		61		440,518		-			-			440,579
Contribution		-		-		3,250		-			-			3,250
Net loss for the period		-		-		-		(683,501	)		-			(683,501	)
Foreign currency translation adjustments		-		-		-		-			(5,975	)		(5,975	)
Balance - July 31, 2016		27,767,269	$	2,777	$	750,867	$	(1,157,538	)	$	(23,087	)	$	(426,981	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

				October 27, 2014
	Year ended			(Inception) to
	July 31,			July 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(315,576	)	$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Management fees accrued - related party		60,000			-
Changes in operating assets and liabilities:
Prepaid expenses and other deposits		16,310			-
Accounts payable and accrued liabilities		49,036			-
Net cash used in continued operating activities		(190,230	)		-
Net cash used in discontinued operating activities		(350,017	)		(258,471	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in continued investing activities		-			-
Net cash used in discontinued investing activities		(10,151	)		(94,249	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		440,579			-
Proceeds from related parties		16,822			-
Repayment to related parties		(57,917	)		-
Overdraft repaid		(789	)		-
Net cash provided by continued financing activities		398,695			-
Net cash provided by discontinued financing activities		154,799			362,082
Effects on changes in foreign exchange rate		(3,096	)		(9,362	)
Net (decrease) increase in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash financing and investing activities
Accounts payable assumed in reverse acquisition	$	40,867		$	-
Common shares issued for intangible assets and receivables	$	-		$	144,898
Payments made by related parties	$	11,824		$	22,114
Prepaid asset assumed in reverse acquisition	$	16,310		$	-
Related party loans assumed in reverse acquisition	$	101,095		$	-
Short-term loans reclassified as inter-company loans	$	164,730		$	-
Contribution	$	3,250		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

TIANCI INTERNATIONAL, INC.

(Formerly STEAMPUNK WIZARDS, INC.)

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2016 AND 2015

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

Tianci International, Inc. (“the Company”, “Tianci”) was incorporated under the laws of the State of Nevada, U.S. as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. The Company’s fiscal year end is July 31.

Share Exchange and Recapitalization

On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”), which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”) , the Company’s sole officer and director (the “Officer”), being the owner of record of 11,451,541 common shares of the Company and the persons (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) as of July 15, 2015. Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company would issue 4,812,209 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), and the Officer would cause 10,096,229 shares of the Company’s common stock that he owns (the “Officer Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively should represent 55% of the issued and outstanding common stock of the Company immediately after the closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. would become a wholly owned subsidiary (the “Subsidiary”) of the Company and there would be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

For financial accounting purposes, the Share Exchange is accounted for as a reverse acquisition by the Malta Co., and resulted in a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The closing of Share Exchange resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malta Co., and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald, former director of the Company. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

On October 26, 2016, the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Tianci International, Inc., a newly formed Nevada Corporation ("Merger Sub"), formed on November 09, 2016, with Merger Sub being the surviving entity. The transaction contemplated in the Merger Agreement (“Merger”) which became effective on November 9, 2016.

F-6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and are presented in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary, Steampunk Wizards Ltd. All material intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company had $339 and $53,472 of cash at July 31, 2016 and 2015, respectively. The same are shown as asset held for sale in the financial statements.

Fair Value of Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-7

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist of cash, accounts receivable, prepaid expenses and other deposits, accounts payable and accrued liabilities, amounts due to related parties and loans.  The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Revenue Recognition

The Company has yet to realize revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment. Cost includes all direct costs necessary to acquire and prepare assets for use, including internal labor and overhead in some cases. Depreciation is calculated on the straight-line basis so as to write off the cost of each asset to its residual value over its estimated useful economic life. Costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

Long-lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

F-8

Basic and Diluted Earnings (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2016 and 2015.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translation and Re-measurement

The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equities at historical rate
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

	July 31,		July 31,
	2016		2015
Spot EURO: USD exchange rate	$	1.12	$	1.10
Average EURO: USD exchange rate	$	1.11	$	1.14

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 – GOING CONCERN

The 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 at July 31, 2016, the Company has working capital deficiency of $426,981 and has incurred losses since inception resulting in an accumulated deficit of $1,157,538. 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 consolidated 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.

F-9

NOTE 4 –ASSETS/LIABILITIES HELD FOR SALE

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

The following table shows the results of operations of Steampunk for fiscal years 2016 and 2015 which are included in the loss from discontinued operations:

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Operating expenses
Development costs	$	145,002		$	-
Impairment		-			224,723
Office and miscellaneous		199,932			207,710
Professional fees		21,822			47,641
Other Income (expense)
Interest expenses		7,077			1,450
Other income		(5,908	)		(7,487	)
Total loss from discontinued operation	$	367,925		$	474,037

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

			July 31,
	Note		2016		2015
Assets held for sale
Cash and cash equivalents			$	339	$	53,472
Prepaid expenses and other deposits				4,808		12,670
Other current assets		5		13,698		7,282
Property and equipment, net		6		12,764		4,807
Total assets held for sale			$	31,609	$	78,231
Liabilities held for sale
Accounts payable and accrued liabilities		7	$	21,590	$	47,773
Due to related parities		9		92,379		22,114
Short-term loans		8		138,757		228,756
Total liabilities held for sale			$	252,726	$	298,643

NOTE 5 – OTHER CURRENT ASSETS HELD FOR SALE

Other current assets consist of other receivable and value-added tax (“VAT”) held by the Company. As of July 31, 2016, and, 2015, the Company has $3,814 and $7,282 in VAT receivable from the Malta government and other receivable of $9,884 and $0, respectively.

F-10

NOTE 6 – PROPERTY AND EQUIPMENT HELD FOR SALE

	July 31,			July 31,
	2016			2015
Cost
IT Equipment	$	10,732		$	6,593
Furniture		6,012			-
Total		16,744			6,593
Depreciation		(4,207	)		(1,867	)
Foreign currency translation effect		227			81
Balance	$	12,764		$	4,807

The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $2,340 and $1,867 as depreciation expenses for the years ended July 31, 2016 and from October 27, 2014 (inception) to July 31, 2015, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

The Company’s accounts payable and accrued liabilities consist of the following:

	July 31,		July 31,
	2016		2015
Accounts payable
Trade payable	$	74,040	$	-
	$	74,040	$	-
Accounts payable and accrued liabilities held for sale
Trade payable		7,193		271
Accrued liabilities		5,864		1,387
Accrued interest		8,533		46,115
	$	21,590	$	47,773

NOTE 8 – SHORT-TERM LOANS HELD FOR SALE

The Company’s short-term loans consist of the following:

	July 31,		July 31,
	2016		2015
Short-term loans from Deep Blue Trading	$	97,448	$	64,026
Short-term loans from Galloway Financial Services		41,309		-
Loans from Steampunk Wizards Inc.		-		164,730
	$	138,757	$	228,756

During the year ended July 31, 2016 and the period ended July 31, 2015, the Company accrued interest of $8,533 and $1,387, respectively.

The Deep Blue Trading loans are secured, bear interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. Of the total balance $97,448 to Deep Blue Trading, the Company is in default for $52,773 as at July 31, 2016. One of the shareholders of the Company is a director in Deep Blue Trading.

The Galloway Financial Services (“Galloway”) loans were borrowed from a shareholder, who has approximately 1% of the Company’s common shares. The Galloway loans are unsecured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. As at July 31, 2016 and 2015, the Company owed $41,309 and $0, respectively, to Galloway. One of the shareholders of the Company is a director in Galloway.

F-11

On July 16, 2015, Steampunk Wizards, Inc. entered into a share exchange agreement with Malta Co. The exchange was closed on August 21, 2015. As a result of the exchange of Malta Co. became a wholly owned subsidiary of Steampunk Wizards, Inc. Prior to the closing, Steampunk Wizards, Inc. advanced $164,730 (EUR 145,000) to the Malta Co. The advance was unsecured, non-interest bearing and reclassified as inter-company loans during the period ended July 31, 2016.

NOTE 9 – DUE TO RELATED PARTY

Due to related party

On August 21, 2015, the Company assumed $101,095 loans provided by the former Chief Executive Officer (“CEO”) and shareholder of the Company through the share exchange transaction. During the period ended July 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $57,917 to the former CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the former CEO for management services until January 31, 2016. Accordingly, $60,000 management fees for the period during August 1, 2015 to January 31, 2016, were accrued as amount due to related parties. As at July 31, 2016, the Company owed $120,000 to the former CEO and shareholder.

During the period ended July 31, 2016, a shareholder of the Company made vendor payments of $11,824 directly on behalf of the Company. As at July 31, 2016 and 2015, the Company owed $11,824 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, related parties were owed $131,824 and $0, respectively.

Due to related party held for sale

During the period ended July 31, 2016, a shareholder of the Company advanced $64,564 to the Company. During the year ended July 31, 2016, the Company repaid $11,169 to this shareholder. As at July 31, 2016 and 2015, the Company owed $53,395 and $0, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company owned by a shareholder of the Company advanced $15,637 to the Company. As at July 31, 2016 and 2015, the Company owed $15,637 and $0, respectively, to this company. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, the Company owed $22,553 and $22,114, respectively, to a shareholder of the Company. The increase in due to this shareholder was due to change of foreign exchange rate. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, the Company owed $794 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company, which is owned by the Company’s chief technology officer, provided management services of $38,838 to the Company. As at July 31, 2016 and 2015, $6,811 and $1,042 due to this company was included in accounts payable and accrued liabilities, respectively.

As at July 31, 2016 and 2015, due to related party held for sale was $92,379 and $22,114, respectively.

NOTE 10 – EQUITY

Preferred Stock

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no shares of preferred stock issued and outstanding as of July 31, 2016 and 2015.

F-12

Common Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On August 21, 2015, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 14,908,438 shares of common stock to the stockholders of Malta in exchange for 3,170,000 shares of Malta’s common stock, representing 100% of its issued and outstanding common stock.  As a result of the reverse acquisition accounting, these shares issued to the former Malta stockholders are treated as being outstanding from the date of issuance of the Malta shares.

During the year ended July 31, 2016, the Company issued 12,858,831 shares of common stock as follows;

● 613,593 shares of common stock for cash of $440,579.

● As part of reverse acquisition, the Company’s existing shareholders retained 12,245,238 share of the Company common stock, which was considered an addition during the year ended July 31, 2016.

● During the year ended July 31, 2016, the shareholder of the Company paid expenses of $3,250 on behalf of the Company which was recorded as capital contribution.

During the period ended July 31, 2015, the Company issued prorated 14,908,438 (pre-reverse merger 3,170,000) shares of common stock as follows;

● On October 27, 2014, the Company issued 4,702,977 (pre-reverse merger 1,000,000) ordinary shares of Common Stock to its founders pursuant to a subscription agreement, and received $1,523 (Euro 1,200) in consideration.

● On November 14, 2014, 5,502,484 (pre-reverse merger 1,170,000) shares were issued to Ventus Investment Holding Limited for intangible assets, receivables and cash of total $145,724 (Euro 117,000).

● On December 4, 2014, 4,702,977 (pre-reverse merger 1,000,000) shares were issued to an unaffiliated party for cash of $123,490 (Euro 100,000).

There were 27,767,269 and 14,908,438 shares of common stock issued and outstanding as of July 31, 2016 and July 31, 2015, respectively.

NOTE 11 – INCOME TAXES

Tianci International, Inc. (formerly Steampunk Wizards Inc.), was formed in June 2012 under the name Freedom Petroleum, Inc. Prior to the Share Exchange in August 21, 2015, the Company only had operations in the United States. In August 2015, the Company became the parent of Malta Co., a wholly owned Malta subsidiary, which files tax returns in Malta.

The Malta and U.S. components of (loss) income before income taxes were as follows:

	For the			October 27, 2014
	Years Ended			(Inception) to
	July 31,			July 31,
	2016			2015
United States	$	(315,576	)	$	-
Malta		(367,925	)		(474,037	)
Loss before income taxes	$	(683,501	)	$	(474,037	)

F-13

The income tax provision (benefit) for the years ended July 31, 2016 and the period ended July 31, 2015 consists of the following:

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Income tax expense at statutory rate:
United States	$	107,296		$	-
Malta		128,774			165,913
Total		236,070			165,913
Change in valuation allowance		(236,070	)		(165,913	)
Income tax expense (benefit)	$	-		$	-

Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	July 31,
	2016			2015
NOL Carryover:
United States	$	541,636		$	-
Malta		294,687			165,913
Total		836,323			165,913
Valuation allowance		(836,323	)		(165,913	)
Net deferred tax asset	$	-		$	-

The reconciliation of the effective income tax rate to the U.S. federal statutory rate as of July 31, 2016 and 2015:

Federal income tax rate	34.0	%
Increase in valuation allowance	(34.0	%)
Effective income tax rate	0.0	%

The reconciliation of the effective income tax rate to Malta statutory rate as of July 31, 2016 and 2015:

Income tax rate	35.0	%
Increase in valuation allowance	(35.0	%)
Effective income tax rate	0.0	%

At July 31, 2016 and 2015, the Company had $1,593,047 and $1,272,471, respectively of US Net Operating Losses (“NOLs”), that are available to offset future taxable income until 2035.

At July 31, 2016 and 2015, the Company had $841,962 and $474,037, respectively of foreign net operating losses (“NOLs”) that may be available to offset future taxable income until 2035. Due to a subsequent event on October 13, 2016 (Spin off), the foreign NOL will no longer be available to the Company.

F-14

The Company assesses the likelihood that deferred tax assets will be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of July 31, 2016 and 2015.

The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of NOLs that could be utilized each year based on the “ Internal Revenue Code, as Amended “

The Company’s tax returns are subject to examination by tax authorities beginning with the year ended July 31, 2012 (U.S) and July 31, 2015 (Malta).

NOTE 12 – COMMITMENTS AND CONTINGENCIES

On July 2, 2015, Malta Co. entered into a lease agreement with Central Garage Ltd. The term of the lease is one year with monthly payments of EUR 1,200.

The Company has no other commitments or contingencies as of July 31, 2016.

From time to time the Company may become a party to litigation matters involving claims against the Company.

Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 13 – IMPAIRMENT

During the year ended July 31, 2016 and the period ended July 31, 2015, the Company recognized impairment loss of $0 and $224,723, respectively.

Loan receivable

	July 31, 2015
Loans receivable	$	40,603
Allowance for impairment		(40,603	)
Balance - July 31, 2015	$	-

The Company’s receivables are comprised of loans assigned by the Ventus Investment Holding Limited to the Company (Note 9). These receivables were fully impaired during the period ended July 31, 2015.

Intangible asset

	July 31, 2015
Cost	$	176,215
Impairment		(176,215	)
Balance - July 31, 2015	$	-

On November 25, 2014, the Company acquired certain intangible assets from Ventus Investment Holding Limited (“Ventus’) against an issue of shares (Note 9). Additionally, the Company assumed Ventus’ obligation to remit a 10% royalty to a third party based on the net revenue generated from the use of the intangible assets purchased. The intangible assets represented game assets including software codes, software and license, digital images, drawings and marketing and customer information, intellectual property, trademarks and copyrights and all rights thereto and promotion material related to the game assets. During the period, the Company further developed the game and gaming assets.

F-15

As at the reporting date, management has decided to discontinue developing the intangible assets since it was not deemed to be economically and commercially feasible any longer. Accordingly, the intangible asset was fully impaired for $184,120 based on average rate, during the period ended July 31, 2015.

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.

In connection with the spin off (see Note 1), the following occurred:

● The Company received $2,000 from Brendon Grunewald, the former shareholder of the Company for the purchase of our wholly-owned subsidiary, Steampunk Wizards, Ltd.

● The Company had a change of control, pursuant to which former shareholders paid $118,640 for outstanding accounts payable. The $118,640, was immediately forgiven and recorded as contributed capital, pursuant conditions of the change of control.

● On September 27, 2016, $120,000 owed to our former officer and director, was converted to 2,553,191 shares of common stock.

On January 4, 2017, the Company sold and issued an aggregate of 19,532,820 shares of its Common Stock, at a per share price of $0.005, in a private placement to 42 investors, for which it received gross cash proceeds to the Company of $97,664.10. The private placement was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S thereunder.

F-16

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Additionally, as reported in our Current Report on Form 8-K that we filed on November 13, 2015, Green & Company CPA’s of Tampa, Florida (“Green”) resigned as our independent registered auditor and we engaged RBSM LLP (“RBSM”) to replace Green as our new independent registered public accounting firm.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses discussed below in “Management's Report on Internal Control over Financial Reporting,” our management, including our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of July 31, 2016 due to the existence of the material weaknesses as of July 31, 2016, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

● Because of the company’s limited resources, there are limited controls over information processing.

● There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of only one person, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

● The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

● There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Company’s business operations.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting due to permanent exemptions for smaller reporting companies.

Changes in Internal Control Over Financial Reporting

Other than as described above, there have been no changes in our internal control over financial reporting during the fourth quarter of 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

Item 9B. Other Information

None.

21

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are set forth below as of the date of this Annual Report.

Name	Position Held	Entity	Age	Dates as an Officer
Cuilian Cai	Director, Chief Executive Officer and Chief Financial Officer	Tianci International, Inc.	48	October 13, 2016 to present

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Cuilian Cai – Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Ms. Cuilian Cai, age 48, has served as a founder of a foreign trade vegetable company called Qingsong Vegetables Foreign Trade Export Company, which was founded in 1992 where she focused primarily on foreign exports. She then began working in marketing department of Amway in China where she focused on brand advertising. Ms. Cai currently is the Sales Manager for Shanghai Sanyuan Industrial Ltd. Ms. Cai received her associate degree in Marketing from Yangzhou Vocational University. We believe that Ms. Cai is well suited to serve as our director because of her skills in organizing and marketing start-up companies.

Significant Employees

The following are employee who is not executive officers, but is expected to make significant contributions to our business:

Yang Jie- Vice President of Finance

Mr. Yang Jie, age 32, has served as the consultant of Shenzhen Egoos Mobile Internet Company Limited since February 2014. He has also served as general manager of Shenzhen Tianhe Lianmeng Technology Company Limited since March 2009. Form August 2007 to March 2009, he served as the manager at channel marketing department of Universal Travel Group. Mr. Jie obtained a bachelor degree in business administration from Beijing College of Finance and Commerce in 2006.

22

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

1.   A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.   Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.   Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.   Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5.   Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.   Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

23

7.   Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.   Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act

Our company’s common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1.   honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.   full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.   compliance with applicable governmental laws, rules and regulations;

4.   the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5.   accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

24

Our Code of Business Conduct and Ethics was filed as Exhibit 14.1 to our Annual Report on Form 10-K for fiscal year ended July 31, 2013. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tianci International, Inc., Xusheng Building, Yintian Road, Bo’an District, Shenzhen, Guangdong Province, People’s Republic of China.

Board Meetings

Our board of directors currently consists of only Ms. Cuilian Cai. The board held no formal meetings during the year ended July 31, 2016 but took actions via unanimous written consent. As our company develops a more comprehensive board of directors all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of July 31, 2016, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

Corporate Governance & Board Independence

Our Board of Directors consists of one director and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.

Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors.  Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary.  Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

We believe that members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

25

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors is led by the Chairwoman who is also the Chief Executive Officer. Although our sole officer is also our sole director, the Board believes that the most effective leadership structure at this time is not to separate the roles of Chairwoman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairwoman.

● This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Ms. Cai's continuation in the combined role of the Chairwoman and Chief Executive Officer is in the best interest of the stockholders.

● The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairwoman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.

Involvement in Certain Legal Proceedings

From time to time, we may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. We may be named as a defendant in such lawsuits and thus become subject to the attendant risk of substantial damage awards. We believe that we have adequate liability insurance coverage. There can be no assurance, however, that we will not be sued, that any such lawsuit will not exceed our insurance coverage, or that we will be able to maintain such coverage at acceptable costs and on favorable terms.

Neither we nor any of our direct or indirect subsidiaries is a party to, nor is any of our property the subject of, any legal proceedings. There are no proceedings pending in which any of our officers, directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material interest that is adverse to us or any of our subsidiaries.

Item 11. Executive Compensation

The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.

26

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Anton Lin (1)

2016

60,000

Nil

Nil

Nil

Nil

Nil

Nil

60,000

2015

120,000

Nil

625,000

Nil

Nil

Nil

Nil

745,000

Joshua O’Cock (2)

2016

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

2015

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Cuilian Cai (3)

2016

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

2015

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(1) Mr. Lin was the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and a Director until January 29, 2016.

(2) Mr. O’Cock was the director, President, Chief Executive Officer and Chief Financial Officer of the Company until October 13, 2016.

(3) Ms. Cai was appointed to serve as a director and Chief Executive Officer and Chief Financial Officer of the Company since October 13, 2016.

Narrative Disclosure to Summary Compensation Table

Other than set out above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Grants of Plan-Based Awards

There were no grants of plan based awards during the year ended July 31, 2016.

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards at the year ended July 31, 2016.

Option Exercises and Stock Vested

During our fiscal year ended July 31, 2016 there were no options exercised by our named officer.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

27

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our common stock as of the date of this Annual Report by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Unless otherwise noted, the business address of each beneficial owner listed is Xusheng Building, Yintian Road, Bo’an District, Shenzhen, Guangdong Province, People’s Republic of China. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

As of the date of this Annual Report, we had 49,853,280 shares of common stock issued and outstanding.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Shifang Wan		23,568,340		47.28	%
Cuilian Cai		1,100,000		2.21	%
Lie Su		3,272,925		6.57	%

Changes in Control

As a result of the Spin-off, Praefidi Holdings Limited, an entity owned by Brendon Grunewald, acquired the Malta Co. in exchange for all of the issued and outstanding capital stock of Malta Co. We received $2,000 as purchase price and we have no further interest in Malta Co.

As a result of the Share Purchase, certain purchasers listed in the SPA dated on October 13, 2016 (the “Purchasers”) acquired approximately 65.1% of all the issued and outstanding common stock of the Company for an aggregate purchase price of $150,000. As a result, such persons now collectively control the Company’s shares.

28

Item 13. Certain Relationships and Related Transactions, and Director Independence

On August 21, 2015, the Company assumed $101,095 loans provided by Anton Lin, the former Chief Executive Officer (“CEO”) and shareholder of the Company through the share exchange transaction. During the period ended July 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $57,917 to the former CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the former CEO for management services until January 31, 2016. Accordingly, $60,000 management fees for the period during August 1, 2015 to January 31, 2016, were accrued as amount due to related parties. As at July 31, 2016, the Company owed $120,000 to the former CEO and shareholder.

During the year ended July 31, 2016, a shareholder of the Company made vendor payments of $11,824 directly on behalf of the Company. As at July 31, 2016 and 2015, the Company owed $11,824 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, related parties were owed $131,824 and $0, respectively.

Due to related party held for sale

During the period ended July 31, 2016, a shareholder of the Company advanced $64,564 to the Company. During the year ended July 31, 2016, the Company repaid $11,169 to this shareholder. As at July 31, 2016 and 2015, the Company owed $53,395 and $0, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company owned by a shareholder of the Company advanced $15,637 to the Company. As at July 31, 2016 and 2015, the Company owed $15,637 and $0, respectively, to this company. This loan is non-interest bearing and due on demand..

As at July 31, 2016 and 2015, the Company owed $22,553 and $22,114, respectively, to a shareholder of the Company. The increase in due to this shareholder was due to change of foreign exchange rate. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, the Company owed $794 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company, which is owned by the Company’s chief technology officer, provided management services of $38,838 to the Company. As at July 31, 2016 and 2015, $6,811 and $1,042 due to this company was included in accounts payable and accrued liabilities, respectively.

As at July 31, 2016 and 2015, due to related party held for sale was $92,379 and $22,114, respectively.

29

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended July 31, 2016 and the period ended July 31, 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended July 31, 2016		Year Ended July 31, 2015
Audit Fees (1)	$	21,500	$	10,000
Audit Related Fees (2)	$	0	$	0
Tax Fees (3)	$	0	$	0
All Other Fees (4)	$	0	$	0
Total	$	21,500	$	10,000

(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

30

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

(1) Financial statements for our company are listed in the index under Item 8 of this document

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
3.2	Articles of Amendment (incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015).
3.3	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
3.4*	Articles of Merger as Filed With the Nevada Secretary of State on October 26, 2016
3.5	Agreement and Plan of Merger, dated October 26, 2016, by and between Steampunk Wizards, Inc. and Tianci International, Inc. (Incorporated By Reference To Exhibit 2.2 Our Current Report On Form 8-K Filed On November 1, 2016)
10.1	Management Agreement with IceVista dated January 5, 2015 (incorporated by reference to our Current Report on Form 8-K filed on August 27, 2015).
10.2	Share Exchange Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 16, 2015).
10.3	Spin-Off Agreement (Incorporated by Reference to Exhibit 10.1 to the Form 8-K Filed On October 18 , 2016)
10.4	Securities Purchase Agreement (Incorporated By Reference To Exhibit 10.2 to the Form 8-K Filed On October 18, 2016)
10.5	Agreement and Plan of Merger, dated October 26, 2016 (Incorporated by Reference to Exhibit 2.2 to Our Current Report On Form 8-K Filed On November 1, 2016)
10.6*	Securities Purchase Agreement Dated January 4, 2017
10.7*	Amendment No.1 to Securities Purchase Agreement Dated January 10, 2017
14.1	Code of Ethics (incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013)
14.2	Insider Trading Policy (incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015)
14.3	Disclosure Policy (incorporated by reference to Exhibit 14.3 of our Annual Report on Form 10-K filed on November 13, 2015)
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101*	Interactive Data File
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

31

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	TIANCI INTERNATIONAL, INC.
	(Registrant)
Dated:  January 13, 2017	/s/ Cuilian Cai
	Cuilian Cai
	Chief Executive Officer, Chief Financial Officer and Director
	(Principal Executive Officer and Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated:  January 13, 2017	/s/ Cuilian Cai
	Cuilian Cai
	Chief Executive Officer Chief Financial Officer and Director
	(Principal Executive Officer and Financial and Accounting Officer)

32

EX-3.4

Exhibit 3.4

 

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website:  www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200) Page 1	Filed in the office of /s/ Barbara K. Cegavske	Document Number 20160493535-48
	Barbara K. Cegavske	Filing Date and Time
	Secretary of State	11/09/2016 2:30 PM
	State of Nevada	Entity Number
		E0489732016-8

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger

(Pursuant to NRS Chapter 92A)

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

☐ if there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article one.

STEAMPUNK WIZARDS, INC.
Name of merging entity
NEVADA	CORPORATION
Jurisdiction	Entity type*
Name of merging entity
Jurisdiction	Entity type*
Name of merging entity
Jurisdiction	Entity type*
Name of merging entity
Jurisdiction	Entity type*
and,
TIANCI INTERNATIONAL INC.
Name of surviving entity
NEVADA	CORPORATION
Jurisdiction	Entity type*

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 1
	Revised:    1-5-15

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website:  www.nvsos.gov

Articles of Merger
(PURSUANT TO NRS 92A.200)

Page 2

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn:

c/o:

3) Choose one:

☐ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

☒ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

☐ if there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

(a)	Owner’s approval was not required from
	STEAMPUNK WIZARDS, INC,
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	and, or:
	TIANCI INTERNATIONAL INC.
	Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 2
	Revised:    1-5-15

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

(b)	The plan was approved by the required consent of the owners of *:
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	and, or:
	Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 3
	Revised:   1-5-15

	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

(c)	Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
	The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	Name of merging entity, if applicable
	and, or:
	Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 4
	Revised:   1-5-15

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

5)   Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

6)   Location of Plan of Merger (check a or b):

☒	(a) The entire plan of merger is attached;
or,

☐ (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7)   Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date : Time:

*Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 5 Revised:   1-5-15

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

☐ If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article eight.

STEAMPUNK WIZARDS, INC.
Name of merging entity
	PRESIDENT, CEO, CFO	10/24/2016
Signature	Title	Date
Name of merging entity
X
Signature	Title	Date
Name of merging entity
X
Signature	Title	Date
Name of merging entity
X
Signature	Title	Date
and,
TIANCI INTERNATIONAL INC.
Name of surviving entity
	PRESIDENT, CEO, CFO	10/24/2016
Signature	Title	Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 6 Revised:  1-5-15

AGREEMENT AND PLAN OF MERGER

between

STEAMPUNK WIZARDS, INC.

and

TIANCI INTERNATIONAL INC.

Dated as of

October 26, 2016

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2016, between Steampunk Wizards, Inc., a Nevada corporation (“Parent”), and Tianci International Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are hereinafter collectively referred to as the “Constituent Corporations.”

WITNESSETH:

WHEREAS, the board of directors of Parent has determined that it is advisable and in the best interests of the respective companies and shareholders to enter into a business combination by means of the merger of Parent with and into Merger Sub (the “Merger ”) and has approved and adopted this Agreement and Plan of Merger (the “Agreement”);

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.           Merger and Effective Time. Upon the filing of the articles of merger (the “Articles of Merger”), entered into concurrently herewith, with the Secretary of State of the State of Nevada, Parent shall be merged with and into Merge Sub (the “Merger”) and Merger Sub shall be the surviving corporation of the Merger (the “Surviving Corporation”) effective on November 7, 2016 (the “Effective Time”).

2.           Effect of Merger. At the Effective Time, the separate existence of the Constituent Corporations shall cease. The effect of the Merger shall be as provided in the Nevada Revised Statutes. Without limiting the generality of the foregoing, all rights, powers, privileges, obligations and duties of Merger Sub shall become the rights, powers, privileges, obligations and duties of the Surviving Corporation.

3.           Name of Surviving Corporation. The name of the Surviving Corporation shall be “Tianci International Inc.”

4.           Governing Documents. The Articles of Incorporation and the Bylaws of Merger Sub, as in effect at the Effective Time, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the Surviving Corporation until sooner terminated or changed as permitted by the provisions of Nevada Revised Statutes, as amended.

5.           Directors and Officers. At the Effective Time, the directors and the officers of the Surviving Corporation shall be the incumbent directors and officers of Merger Sub, all of whom shall hold their positions as directors and officers until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation.

1

6.           Conversion of Securities and Consideration. At the Effective Time, by virtue of the Merger and in consideration therefor, and without any action on the part of the Constituent Corporations or any stockholder thereof, (i) each share of Parent’s Common Stock shall be cancelled, and (ii) each share of Merger Sub’s Common Stock shall remain unchanged in the hands of the holder thereof as an outstanding share of the Surviving Corporation.

7.           Representations of Parent. Parent represents and warrants to Merger Sub that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations thereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Parent.

8.           Representations of Merger Sub. Merger Sub represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations thereunder, (c) this Agreement has been duly executed and delivered by Merger Sub, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Merger Sub, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Merger Sub.

9.           Entire Agreement. This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature among them.

10.         Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect.

11.         Termination and Abandonment. Prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by the Board of Directors of Merger Sub.

12.         Amendment. Prior to the Effective Time, this Agreement may be amended, modified or supplemented by the Board of Directors of Merger Sub.

13.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

14.         Headings. The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

15.           Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Tianci International Inc.
By:
Name:	Cuilian Cai
Title:	President, CEO, CFO

Steampunk Wizards Inc.
By:
Name:	Cuilian Cai
Title:	President, CEO, CFO

3

EX-10.6

Exhibit 10.6

SECURITIES PURCHASE AGREEMENT

证券购买协议

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of January 4, 2017 by and among Tianci International, Inc., a Nevada corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

本证券购买协议(“本协议”或“协议”)于2017年1月4日，由天赐控股有限公司,一家美国内华达州注册公司（“公司”），和附录B下所列的且在此合同签名页上签署的个人（“购买人”）之间合意签订。

RECITALS

前言

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) as promulgated under the Securities Act;

鉴于，根据美国证监会在修订的1933年证券法（“证券法”）的基础上制定的规则S（“规则S”），和/或证券法条文4（2）下的豁免规定，公司和购买人在此签署和交换本协议；

WHEREAS, the Company is offering certain shares of its common stock, par value $0.0001 per share, (the “Common Stock”) at price of $0.005 per share to the Purchaser;

鉴于，公司在此要向购买人出售其公司普通股股票，票面价值每股0.0001美元（“普通股”），每股购买价格$0.005美元；

WHEREAS, the Company is offering up to 20,540,000 shares of Common Stock to the Purchasers listed in Exhibit B, who severally but not jointly enters into this Agreement and makes representations and warranties hereunder;

鉴于，公司向附录B下的购买人一共要约出售高达20,540,000股普通股，各购买人独立地而非联合地签署此合约，并作出合约下的各陈述和保证；

WHEREAS, the Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose of investment;

鉴于，购买人是符合规则S下定义的“非美国主体”，购买上述股票仅为购买人的个人投资目的；

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows: 

鉴于此，公司和购买人认同双方经仔细考虑和双方合意，在此就以下内容表示同意：

ARTICLE I

第一条

Purchase and Sale of the Shares

普通股的购买和销售

Section 1.1 Purchase Price and Closing.

第1.1节 购买价格和交割。

(a)Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.005 per Share, such number of shares of Common Stock (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”).

在以下条款和前提下，公司同意向购买人发行并出售；根据本协议的说明、保证、约定和条款规定，购买人同意以美元$0.005每股的价格购买普通股（“股票”），购买股数及其总价列明在本协议附载的签字页中（“购买价格”）。

(b)Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Hunter Taubman Fischer & Li LLC, the Company’s legal counsel, on the date of the occurrence of completion of and receipt by the Company of the Purchase Price (the “Closing Date”).

在交割的条件被满足或豁免的前提下，股票的买卖在公司收到购买价格时（“交割日”）在公司的律师翰博文律师事务所的办公室进行交割（“交割”）。

(c)Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i) a certificate for such number of Shares, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in this Agreement or by check.

根据本协议的规定，在交割时公司应向购买人送达或使他人向购买人送达 (i) 写有购买人名字的普通股股权证书， (ii) 其他任何根据本条款应送达的文件。在交割时，购买人应根据交本协议的汇款信息向公司汇入其购买资金，或以支票的方式支付。

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ARTICLE II

第二条

Representations and Warranties

保证和承诺

Section 2.1 Representations and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself, its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the Schedule of Exceptions attached hereto with each numbered Schedule corresponding to the section number herein), as follows:

第2.1节 公司和其子公司的陈述和保证。公司在此代表其本身以及其子公司，就以下事项（但与本小段标号相对应的披露中的事项除外）作出陈述和保证：

(a)Organization, Good Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Except as set forth on Schedule 2.1(a), the Company and each of its Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as defined in Section 2.1(g) hereof).

组织、合法持续性和权力。公司是在其管辖区内依法成立的，有效存续的经济实体，各自都有必需的公司权力来持有、出租和操作其财产和资产，并进行合法的商业运作。除非披露表2.1(a)有不同的规定，公司以及其每一个子公司在其每个有商业行为和资产的管辖区内有合法资格进行经营并有良好的经营持续性，除了一些管辖，如果公司不能在这些区域内有合法资格经营也不会对公司的产生重大不良影响。

(b)Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservator ship, receiver ship or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

公司权力；授权和执行。公司有必须的公司权力和授权来签订和履行本协议下的义务。公司有必须的权力和授权按照本协议的规定来发行和出售股票。公司对交易文件的签署、送达和履行和完成在此由所有必要的公司行为合法有效授权，不需要再由公司或董事会或股东会进一步的同意或授权。每一个交易文件在签署和送达时包括且应包括对于公司有效和有约束力的执行义务，除非适用的破产、解散、重组、延期偿付、清算、委托管理或其他有关的法律或其他衡平法原则会限制债权人的权利和补救。

(c)Capitalization. The authorized capital stock of the Company and the shares thereof currently issued and outstanding as of June 10, 2016 is set forth in the Company’s Form 10-Q Periodic Report for the periods ended April 30, 2016 (the “Form 10-Q”) and, except as set forth in the on Schedule 2.1(c) hereto, is the authorized and issued and outstanding capital stock of the Company as at the date hereof.

股本。在公司2016年4月30日财政季度报表10Q中披露的于2016年6月10日公司授权的股本和发行的流通的股票，除本协议批露表2.1(c)之外，都已合法授权和发行。所有发行的流通的普通股都已获合法有效授权。除非交易文件或披露表2.1(c)有其他规定：

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(i) no shares of Common Stock are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company;

不存在有优先配股权、转换权或其他权利的普通股；不存在流通的期权、认购权、承诺购买权、或转换成公司股本的任何股份的其他权利；

(ii) there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, securities or rights convertible into shares of capital stock of the Company;

不存在公司为一方当事人或受其约束的合同、承诺、备忘录或安排，公司需要因此而发行额外股本股份或发行期权、证券或转换股而获得公司的股本股份；

(iii) the Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities;

公司没有在任何协议中同意对任何股权证券或债权证券给予登记注册权和反稀释权；

(iv) the Company is not a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company.

公司没有在任何协议中同意或承诺对公司股本的任何股份的投票权和股份转让进行限制；

(v) The offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse Effect. The Company has furnished or made available to the Purchaser true and correct copies of the Company’s Articles of Incorporation, as amended and in effect on the date hereof (the “Articles”), and the Company’s Bylaws, as amended and in effect on the date hereof (the “Bylaws”). Except as restricted under applicable federal, state, local or foreign laws and regulations, the Articles, this Agreement, or as set forth on Schedule 2.1 (c), no written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s Preferred Shares, or its Common Stock.

公司在本次交易交割结算前发行的所有股本股票、可转证券、权益、期权的买卖都符合适用的联邦和州证券法的规定，除非这些违反不会对公司有重大不利影响。公司向购买人提供了真实的公司成立协议副本（“公司成立协议”）和公司章程副本（“公司章程”）。除了适用的联邦、州、当地、国外法律和规则，公司成立协议，本交易文件以及披露表2.1 (c)中的限制外，不存在任何书面或口头的合同、工具、协议、承诺、义务、计划或安排限制公司就其发行的普通股或优先股分配股息。

(d)           Issuance of Shares. The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Preferred Shares, when paid for or issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.

股份的发行。本交易结算时应发行的普通股已经必要的公司行为授权。普通股在支付和发行时应符合本交易文件的要求，经必要的公司行为授权，有效发行和流通。

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(e)Subsidiaries. As of the date of this Agreement, the Company does not have any subsidiary.

子公司。截止于本协议，公司没有子公司。

(f)            Commission Documents, Financial Statements. Except as set forth in Schedule 2.1 (f), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Form 10-Q and other material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the time of the respective filings, the Form 10-K’s and the Form 10-Q’s complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents. As of their respective filing dates, none of the Form 10-K’s or Form 10-Q’s contained any untrue statement of a material fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

证监会文件、财务报表。根据修订后的1934年证券交易法（“交易法”）的要求，除了披露表2.1(f)中列明的项目，公司向证监会申报了所有的报告、批露表、表格、说明书和其他文件，包括根据交易法第13(a) 或15(d) 节申报的材料（所有上述申报材料在本协议中统称为“证监会文件”）。根据相关适用法的规定，公司没有向购买人批露任何应当首先向公众批露而未批露的内部信息，但不包括(i) 与本协议中的交易相关的信息，或(ii) 根据购买人签署的不公开或内部保密协议而批露的信息。在每一次申报时，表格10K和表格10Q都符合交易法的要求和证监会的规则以及其他联邦、州和当地的适用的法律、法规和规则。在每一次申报时，表格10K或表格10Q都没有对重大事实的不实陈述，也没有遗漏重大事实或必要的信息，进行误导。证监会文件中包含的公司财务报表都符合当关的会计规则要求，证监会的相关公告规则和其他适用的法规和规则。这些财务报表都符合美国一般会计准则的要求，并在一定时期内保持数据一致（除非(i) 财务报表或记录中作不同的说明， 或(ii) 在未经审计的内部财务报表的情况下，报表可能不包含脚注或进行简化或为概要性报表），并真实反映该季度内的公司合并财务情况，经营状况和该季度结束时的现金流（但在未审计的财务报表的情况下，应以正常年度结束时的调整数据为准）。

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(g)No Material Adverse Effect. As of October 13, 2016 when a change of control occurred and as at the date of this Agreement, the Company have not experienced or suffered any Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” shall mean (i) any material adverse effect upon the assets, properties, financial condition, business or prospects of the Company, and its Subsidiaries, when taken as a consolidated whole, and/or (ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material covenants, agreements and obligations under this Agreement.

无重大负面影响。自从2016年10月13日控制权转换发生至本协议签订之日，公司和子公司没有任何重大负面影响。出于本协议的目的，“重大负面影响”应指(i)任何公司以及在合并报表的情况下的子公司的经营、运作、财产或财务有任何重大负面影响的事件，和/或(ii)只要在任何条件、情况下会从任何重大方面阻止或重大干涉公司履行本协议下的任何重大承诺、协议和义务。

(h)No Undisclosed Liabilities. Other than as disclosed in the Company’s Commission Documents or on Schedule 2.1(h) to the knowledge of the Company, neither the Company, nor the Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of the Company’s and the Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect.

无未披露的义务。除了公司的证监会文件和披露表2.1(h)所列的事项外，公司和其子公司没有任何未披露的义务、责任、诉讼或损失（不论是可清算的或不可清算的，有担保的或未担保的，全部的或计息的；附随的或其他），但公司和子公司在日常经营中产生的义务、责任、诉讼或损失，如果对于公司或子公司无重大负面影响，不应计入未披露的义务之内。

(i)No Undisclosed Events or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company, the Subsidiaries or their respective businesses, properties, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

无未披露事件或情况。在公司知道的范围内，不存在根据适用的法律、规则或法规，应进行公共披露或公告而未披露公告的关于公司、子公司、其经营、财产、运作或财务的事件和情况。

(j)Title to Assets. Except where non-compliance would not have a Material Adverse Effect, each of the Company and the Subsidiaries has good and marketable title to (i) all properties and assets purportedly owned or used by them as reflected in the Financial Statements, (ii) all properties and assets necessary for the conduct of their business as currently conducted, and (iii) all of the real and personal property reflected in the Financial Statements free and clear of any Lien. All leases are valid and subsisting and in full force and effect.

资产所有权。除非不会对公司造成重大不利影响，公司和每个子公司对以下资产有合法有市场价值的所有权（i）所有计入财务报表的其所有和使用的资产和财产，(ii) 目前经营所必需的资产和财产，以及 (iii) 所有没有担保质权的计入财务报表的不动产和个人财产。

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(k)Actions Pending. There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company which questions the validity of this Agreement or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except where the same would not have a Material Adverse Effect, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company involving any of their respective properties or assets. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company, the Subsidiaries or any of their respective executive officers or directors in their capacities as such.

未决诉讼。在公司知道的范围内，不存在任何未决的和任何在其他程序中诉讼、索赔、调查、仲裁、争议，针对或涉及公司或任何中国经营实体，会质疑本协议或本交易或相关交易行为的有效性；除非不会对公司公司造成重大不利影响，也没有任何涉及公司、子公司、中国经营实体的各自的财产或资产的相关程序。在公司知道的范围内，不存在任何待执行的判决、判令、禁止令、法庭决定、仲裁决定或政府或监管主体对公司或其各自的行政管理人员或董事的行政令。

(l)Compliance with Law. The Company and the Subsidiaries have all material franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

符合法律规定。公司和子公司拥有其进行各自经营所必须的连锁权、许可权、证书、同意或其他政府或监管机构授权和同意，除非公司和子公司不可能合理预期到没有该连锁权、许可权、证书、同意或其他政府或监管机构授权和同意会对公司经营造成重大负面影响。

(m)          No Violation. The business of the Company and the Subsidiaries is not being conducted in violation of any Federal, state, local or foreign governmental laws, or rules, regulations and ordinances of any of any governmental entity, except for possible violations which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under Federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or issue and sell the Shares in accordance with the terms hereof or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the Commission or state securities administrators subsequent to the Closing.)

无违法行为。公司和子公司的经营没有违反任何联邦、州、当地或外国政府的法律或规则、法律、政府实体的政令，除非公司或子公司不能合理预期到该违反会造成重大负面影响。根据联邦、州、当地或外国法、法规或规则的规定，公司不需获得任何同意、授权或命令，或向任何法庭或政府机构申报或注册来执行、送达或履行本交易文件下的义务，（不包括 (x) 已获得的任何同意、授权、或命令，(y) 已进行的申报或登记，或(z) 在交割结算后必须向证监会或州证券管理机构进行的任何申报。）

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(n)No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Company’s Certificate or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of any nature on any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected, provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.

无冲突。公司签署、送达和履行交易文件以及交易内容，没有也不会(i)违反公司的成立协议或章程的任何条款，(ii) 与公司为一方当事人或财产受约束的任何存在的和承诺的合同、保证、契约、债券、租赁合同、融资工具相冲突或会给予他人任何终止、修改、取消上述法律文件的权利，(iii) 在公司在一方当事人或财产受约束的任何协议或承诺中使公司本身或公司的任何财产上创造或附加留置权、抵押权 、保证金权益、质押权、其他费用或财产负担（统称“留置权”），或(iv) 违反任何公司或其任何子公司适用的或其任何资产、不动产受影响或约束的联邦、州、当地或外国法律、规则、法规、法令、判决或命令（包括联邦和州的证券法规）；但如果上述的冲突、终止、修改、取消、违反不会对公司产生重大负面影响，则不应包括在内。

(o)Certain Fees. Except as set forth on Schedule 2.1(o) hereto, no brokers fees, finders fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions contemplated by this Agreement.

特定费用。除了批露表2.1(o)外所列的项目，公司不需要根据本协议支付与本交易有关的中介费用、佣金费用或融资顾问费用或提成。

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(p)Disclosure. Except as set forth in Schedule 2.1(p), neither this Agreement nor the Schedules hereto nor any other documents, certificates or instruments furnished to the Purchaser by or on behalf of the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made herein or therein, taken as a whole and in the light of the circumstances under which they were made herein or therein, not false or misleading.

批露。除了批露表2.1(p)规定之外，公司或其子公司向购买人提供的与本交易有关的本协议、批露表、或其他文件、证明或工具证书没有关于重大事实的不实陈述或遗漏重大事实，没有错误或误导性陈述。

(q)Intellectual Property. Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.

知识产权。公司和每个子公司对其各自进行经营所必需的全部专利、商标、知名品牌（不论是否注册）和任何其他可以申请专利的技术创新或衍生著作权、网站或其他知识产权、服务标识、商号、著作权、执照和授权拥有所有权或合法使用权，且不与他人的权利相冲突，但不包括那些即使不拥有也不会对公司产生重大不利影响的知识产权。

(r)Books and Record Internal Accounting Controls. Except as may have otherwise been disclosed in the Form 10-Ks or the Form 10-Qs, the books and records of the Company and the Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company, or the Subsidiaries. Except as disclosed in the Company’s Commission Documents or on Schedule 2.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

会计账目内部控制。除了在表格10K或表格10Q中作不同批露外，公司和子公司的会计账目准确体现了与公司和子公司经营有关的重大信息、资产的地点和保管、所有使公司和子公司承担义务或产生可记账收入的交易。除了在公司的证监会文件中或批露表2.1(r)中的披露外，公司和子公司保持一个内部会计控制系统，根据公司的判断，该系统充分的提供以下合理保证：(i) 交易经公司管理层一般或特别授权，(ii) 交易的记账符合一般会计准则的要求，且维持了资产的可记录性，(iii) 资产的使用只有经管理层的一般或特别授权，(iv) 对现有资产和可入账资产按合理的差距进行了比较且针对该差别采取了合理的行动。

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(s)Material Agreements. Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements, the Company and the Subsidiaries is a party to, that a copy of which would be required to be filed with the Commission as an exhibit to a registration statement on Form S-1 (collectively, the “Material Agreements”) if the Company were registering securities under the Securities Act has previously been publicly filed with the Commission in the Commission Documents. Each of the Company and the Subsidiaries has in all material respects performed all the obligations required to be performed by them to date under the foregoing agreements, have received no notice of default and are not in default under any Material Agreement now in effect the result of which would cause a Material Adverse Effect.

重大合同。如果公司或其任何子公司之前曾根据证券法向证交会申报登记证券，在申报登记表S—1中附有或披露过公司作为一方当事人的书面或口头的合同、融资工具、协议、承诺、义务、计划或安排（统称“重大合同”），那么，公司或其子公司已经履行了生效合同下的义务，没有接到违约的通知，也没有会导致对公司经营有重大不利影响的重大违约行为。

(t)Transactions with Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company or any person owning any capital stock of the Company or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder.

与关联人的交易。除了财务报表或证监会文件中说明的之外，没有存在于以下主体之间的贷款、租赁、协议、合同、使用协议、管理合同或安排或其他进行中的交易(a)一方主体为公司，且(b)对方主体为公司的管理人员、员工、顾问或董事，公司的持股人，或者为他们的直接亲属成员，或者任何受管理人员、员工，顾问、董事或他们的直接亲属成员控制的公司或实体。

Section 2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations and warranties to the Company as of the date hereof:

第2.2节 购买人的陈述和保证。各购买人，单独地而并非联合地，于此就以下事项作出仅与购买人自身相关的陈述和保证：

(a)No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

无冲突。购买人签署、送达和履行交易文件以及交易内容，没有也不会在购买人在一方当事人或财产受约束的任何协议或承诺中使购买人本身或其任何财产上创造或附加留置权、抵押权 、保证金权益、质押权、其他费用或财产负担，或者使购买人违反任何适用购买人或其财产的任何法律、规则、规定、命令或判决或判令，但不会对购买人产生重大负面影响，则不应包括在内。购买人购买普通股，签署、送达和履行本协议和其他交易文件不需要额外授权，但是在本句陈述的范围内，购买人依赖于公司相关陈述的准确性作出以上陈述。

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(b)Status of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.

购买人资格。购买人应为规则S定义下的 “非美国主体”。购买人作出附件A所列的非美国主体的额外陈述和保证。购买人不需要是证券交易法第15条下的注册的券商，并且也不是券商或券商的关联人。

(c)           Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

依赖于豁免。购买人知道在此出售的证券是根据美国联邦和州证券法的登记注册要求的豁免出售的，公司依赖于购买人的声明、保证、同意、承认和认知的真实性和准确性，并对其的遵循，以决定这一豁免是否适用于购买人的购股行为。

(d)           Information. The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries and have been furnished with all information relating to the business, finances and operations of the Company and information relating to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect the Purchaser’s right to rely on the representations and warranties of the Company contained herein. The Purchaser understands that its investment in the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the Purchaser’s decision to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and its representatives.

信息。购买人以及其顾问有机会向公司和子公司的管理层就公司的经营、财务和运作以及与此融资有关的信息提问。购买人或其顾问所作的调查或尽职调查没有改变公司在此作出的陈述和保证。购买人明白他的投资有风险，并确认他的投资是在其对投资进行独自评估的基础上作出的。

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(e)           Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.

政府审批。购买人明白美国联邦或州政府或其他行政机构没有审批或推荐出售该证券。

(f)           Transfer or Re-sale. The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

转让或再出售。购买人明白证券不得根据证券法或适用的州证券法转让或再出售，除非 (i) 证券是在证券法下根据有效的登记申请书出售；(ii)购买人向公司递交合格的法律意见书，说明证券出售可以适用证券法下的豁免；(iii)证券是出售或转让给“关联人”（关联人的定义见证券法下144规则 “144规则”），进行出售的购买人是合格投资人；或(v) 证券根据证券法下的规则S进行出售（“规则S”）。尽管有以上规定，证券可以质押或借贷。

(g)           Legends. The Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement. The Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates evidencing such Securities).

限制交易说明。购买人明白股票带有此合同第5.1条下所列的交易限制。购买人明白，除非出售根据证券法进行登记，或可以适用144规则或规则S进行出售，股票应带有此限制交易说明。

(h)          Residency. The Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto.

购买人居住地和受管辖地列于本协议的签字页。

(i)No General Solicitation. The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Purchaser was invited by any of the foregoing means of communications.

无一般劝诱。购买人承认公司要约出售普通股没有采取一般或公众劝诱或一般广告或公众广告或销售讲座的方式，包括(i) 任何广告、文章、通知或其他通过报纸、杂志或其他类似媒体登出的信息，或者电视或无线电广播，或(ii)任何通过上述沟通方式邀请购买人参与的讲座或会议。

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(j)Rule 144. Such Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and Rule 144A, of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Purchaser understands that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

规则144。购买人明白股票的持有的时长是不确定的，除非股票经登记注册或登记注册被豁免。购买人承认其熟知规则144和规则144A， 并被告知根据规则144和规则144A，股票只有在特定的情况下才被允许出售；并且在不能适用规则144和规则144A时，如果股票没有登记注册或豁免，就不能出售。

(j)Brokers. Purchaser does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions contemplated by this Agreement.

融资代理。据投资人所知，公司不需要支付任何其他融资代理、金融顾问、发现者、券商、投资银行、银行或其他个人或主体任何与本交易有关的中介费、发理费或佣金。

(k)Acquisition for Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone.

投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

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ARTICLE III

第三条

Covenants

约定

The Company covenants with the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as defined herein).

出于购买人和他们的受让人的利益考虑，公司同意以下条款：

Section 3.1 Securities Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated by any of this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent holders.

第3.1节符合证券法的规定。公司应根据证券法的规定，向证监会通知申报交易文件，以及根据适用法律、法则和规则的要求，采取所有其他必需的行动和程序来有效合法的发行普通股。

Section 3.2 Confidential Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to such Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of such Purchaser or his or its employees or representatives; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants and other professionals in connection with their representation of such Purchaser in connection with such Purchaser’s investment in the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees to be bound by the provisions of this Section 3.3, or (iii) to any general partner or affiliate of such Purchaser.

第3.2节保密信息。购买人同意其对于公司根据本协议和其他交易文件提供给购买人、购买人员工、代理事代理的财务报表、报告或其他材料中的内部信息会保密、不披露、不泄露或使用，除非该内部信息非因购买人的过错而为公众所知悉，但是购买人可以披露以下(i)向购买人的律师、会计和其他专业人士披露其向公司的投资；(ii) 只要未来的股票受让人受本协议第3.3条约束，可以向未来受让人披露；或(iii)向购买人的一般合伙人或关联人披露。

Section 3.3 Compliance with Laws. The Company shall comply to comply in all material respects, with all applicable laws, rules, regulations and orders, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

第3.3节符合法律。公司应在重大方面，符合相关的法律、法规、规则和命令的规定, 除非不符合不会对公司造成重大不利影响。

Section 3.4 Keeping of Records and Books of Account. The Company shall keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

第3.4节记录和会计账册。公司应保存充分的记录和会计账册，与一般会计准则的记录规则相符，反映公司的所有金融交易。

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Section 3.5 Disclosure of Material Information. The Company covenants and agrees that neither it nor any other person acting on its or their behalf has provided or, from and after the filing of the Press Release, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information (other than with respect to the transactions contemplated by this Agreement), unless prior thereto such Purchaser shall have executed a specific written agreement regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants in effecting transactions in securities of the Company. At the time of the filing of the Press Release, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not disclose the identity of any Purchaser in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. In the event of a breach of the foregoing covenant by the Company, , or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein, a Purchaser may notify the Company, and the Company shall make public disclosure of such material nonpublic information within two (2) trading days of such notification.

第3.5节重大信息披露。公司承诺并同意，在公告之前或之后，除了与本交易有关的信息之外，公司或任何公司代表人没有向购买人或其代理或顾问披露任何重大内部信息，除非购买人在此之前签署了一份关于保密和使用该内部信息的特别书面协议。公司确认购买人会依赖上述承诺进行交易。在公告发表之明，购买人不应拥有任何从公司、管理人员、董事、员工、代理处获得的没有在公告中披露的重大内部信息。

Section 3.6 No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

第3.6节无操纵价格。公司不会直接或间接采取任何行动，意图或导致，或构成或合理预期会构成对公司证券价格的稳定和操纵。

ARTICLE IV

第四条

CONDITIONS

条件

Section 4.1 Conditions Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

第4.1节公司出售股票的义务的前提条件。在此协议下，公司仅在以下各条件在交割时或交割之前被满足或被放弃时，才承担发行并向购买人出售股票的义务。此等条件是基于公司的利益，公司可随时依据自己的决定选择放弃此等条件。

(a)Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

购买人的陈述与保证的准确性。此协议中购买人的陈述与保证以在各个重大方面都应真实并且准确，此真实性和准确性是针对协议签署时和交割日来衡量，但是若陈述和保证中明示说明了产生日期，则按照此日期来衡量。

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(b)Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.

购买人的履行。在交割时或交割之前，购买人应在各方面履行，达到并符合购买人应履行，达到或符合此协议所必需的要求，合同和条件。

(c)No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

无强制令。任何有管辖权的法院或政府机构不得制定，通过，颁布或支持任何禁止此协议中所述交易发生的法条，规则，规章，可执行命令，法令，判决或强制令。

(d)Delivery of Purchase Price. The Purchase Price for the Shares shall have been delivered to the Company.

购买价格的告知。股票购买价格应已支付给公司。

(e)Delivery of this Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.

合同的签署。购买人应签署此合同并递交至公司。

Section 4.2 Conditions Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to acquire and pay for the Shares offered in Offering is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.

第4.2节购买人购买股票的义务的前提条件。在此协议下，购买人仅在以下各个条件在交割时或交割之前被满足或被放弃时，才承担购买股票并支付的义务。此等条件是基于购买人的利益，并且购买人可随时自行决定选择放弃此等条件。

(a)           Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement shall be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

公司的陈述与保证的准确性。此协议中公司的陈述与保证在各个重大方面都应真实并且准确，此真实性和准确性是针对协议签署时和交割日来判定，但是若陈述和保证中明示说明了做出日期，则按照此日期来判定。

(b)          Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.

公司的履行。在交割时或交割之前，公司应在各方面履行，满足并符合所有公司履行，满足或符合此协议所必需的合意，合同和条件。

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(c)           No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

无强制令。任何有管辖权的法院或政府机构不得制定，通过，颁布或支持任何禁止此协议中所述交易发生的法条，规则，规章，可执行命令，法令，判决或强制令。

(d)          No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company, or any of the officers, directors or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

无诉讼程序或诉讼。不得在任何仲裁员或任何政府机构提起任何诉讼，案件或诉讼程序；任何政府机构不得针对公司，或公司的任何管理人员，董事会成员或附属机构发起调查，试图限制，禁止或改变此协议所述的交易或要去与此类交易有关的损害赔偿。

(e)           Certificates. The Company shall have executed and delivered to the Purchaser the certificates (in such denominations as such Purchaser shall request) for the Shares being acquired by such Purchaser immediately after the Closing (in such denominations as such Purchaser shall request) to such address set forth next to the Purchaser with respect to the Closing.

证书。公司应在交割后立即签署并向购买人送达由此购买人购买的股票证书，地址应为交割时购买人的地址。证书的种类/面值依购买人所要求。

(f)Resolutions. The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1(b) hereof in a form reasonably acceptable to such Purchaser (the “Resolution”).

决议。公司董事会应采纳与此协议中第2.1节(b)相一致的，在形式上可被此购买人合理的接受的决议（ “决议”）。

(g)          Material Adverse Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.

重大负面影响。在交割日或交割日之前不得产生重大负面影响。

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ARTICLE V

第五条

Stock Certificate Legend

股权证书上的说明

Section 5.1Legend. Each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

第5.1节限制交易说明。证券的股权证书都应盖印或刻印有与下段文字基本相同的限制交易说明（此受限说明是对任何相关的州证券法或“蓝天”法下的限制交易说明的补充）：

THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REDISTRICTIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT IS NOT REDISTRICTIRED. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

此证书代表的证券（“证券”）尚未依照1933年的证券法及其修改案（“证券法”）的要求登记。此证券根据证券法下的S规则发行而豁免登记。不得在美国境内出售，转让或进行其他处理，除非已依照证券法进行登记，或者公司已收到法律顾问出具的意见书，提出依照证券法的条款此证券的登记不是必须的。另外，除非符合证券法的要求，不允许对此证券进行对冲交易。

ARTICLE VI

第六条

Indemnification

补偿

Section 6.1 General Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers, managers, partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. The Purchaser, severally but not jointly, agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of the Purchaser pursuant to its indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by the Purchaser hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

第6.1节常规补偿。公司同意补偿购买人（及其各自的董事会成员，高级职员，管理层人员，合伙人，成员，股东，附属机构，代理人，继承人和子实体）并保证其免受任何及所有的损失，责任，短缺，费用，损害赔偿和花销（包括但不限于，合理的律师费），以上所有损失都由购买人承担的，因公司做出的保证，陈述和协议中的不准确或违反了其中条款而产生。购买人同意分别但不连带的补偿公司及其董事会成员，附属机构，代理人，继承者和子实体，并使其免受任何及所有的损失，责任，短缺，费用，损害赔偿和花销（包括但不限于，合理的律师费），以上所有损失是由公司承担的，因购买人做出的保证，陈述和协议中的不准确或违反了其中条款而产生。购买人依此第6.1条中所述补偿而承担的最大的总责任不得超过此购买人所支付的购买价格。任何“受补偿方” （定义见下）不得享有因违反此协议而引起的间接损害赔偿或惩罚性损害赔偿。

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Section 6.2 Indemnification Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article VI to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.

第6.2节补偿程序。任何依据此第六条有权享有补偿的当事方（“受补偿方”）应就任何因此补偿而引出的诉讼请求向补偿方发出书面通知；前提是，若受补偿方未能发出此通知，补偿方仍需承担其在此第六条下的补偿责任，除非此不作为会对补偿方产生不公正结果。在就此补偿而向受补偿方提出的任何诉讼，诉讼程序或诉讼请求中，补偿方应有权参与其中并与法律顾问一起提出受补偿方合理的觉得满意的抗辩，除非依据受补偿方的合理的判断，存在利益冲突，并且补偿方很可能在此诉讼，诉讼程序或诉讼请求中胜出。若补偿方告知受补偿方其将应诉，或在收到任何关于补偿的通知后的三十（30）天内未能书面通知受补偿方其将选择自费应诉，调解或折中方式（或在应诉后的任何时候停止抗辩），则受补偿方可自由选择应诉，调解或其它折中方法，或支付此诉讼或诉讼请求的费用。在任何情况下，除非补偿方书面选择并确已开始抗辩，因此抗辩，调节或折中方式而产生的受补偿方的费用和花销应为可依此条款补偿的款项。受补偿方应就此诉讼或诉讼请求的协商或抗辩与补偿方全力合作，并向补偿方提供受补偿方可合理获取 的与此诉讼或诉讼请求相关的所有信息。补偿方应将抗辩或任何调解协商的进展情况及时通知受补偿方。若补偿方选择应诉此诉讼或诉讼请求，则受补偿方应有权自费与法律顾问参与到此抗辩中。补偿方不因任何未获其书面同意便生效的调解而承担责任，但是，若已将调解告知补偿方，但补偿方未能在收到此通知的三十（30）天内回应，则补偿方应对此调解承担责任。除非与此第六条规定相冲突，若未得到受补偿方的事先书面同意，补偿方不得同意调解或采用折中方式或同意任何要求受补偿方承担任何将来义务的判决或者不包含要求起诉方或原告免除所有受补偿方与此诉讼请求相关的所有责任这一无条件条款的判决。只要受补偿方同意（此同意为不可撤回）若适格法律管辖区的法院最终判定此当事方无权获得补偿，受补偿方将退还此所有补偿，则在调查或抗辩过程中收到的账单的款项，或在此期间产生的花销，损失，损害赔偿或责任的补偿应分期支付。此补偿协议是以下权利的补充（a）受补偿方针对补偿方所享有的任何诉因，及（b）任何补偿方可能依法承担的责任。

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ARTICLE VII

第七条

Miscellaneous

其他条款

Section 7.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. 

第7.1节费用和花销。除此协议所述，各当事方应自行支付其顾问，会计师和其他专家的费用和花销，以及所有其他与协商，准备，执行，送达和履行此协议有关的花销。

Section 7.2 Specific Enforcement, Consent to Jurisdiction. 

第7.2节特别履行，同意接受司法管辖。

(a)            The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. 

公司和购买人承认并同意一旦发生无法补救的损失，不得要求此协议的特别履行。双方也就此同意各方都有权要求强制令以阻止或消除此协议的违约情况，并要求执行此协议中的具体条款，此救济是对任何依据法律或衡平法可适用的救济的补充。

(b)            Each of the Company and the Purchaser (i) hereby irrevocably submits to the jurisdiction of the United States qu Court sitting in the Southern qu of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Purchaser consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby appoints Hunter Taubman Fischer & Li LLC, with offices at 1450 Broadway, 26^th Floor, New York, NY 10018 as its agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 

公司和购买人（i）就所有因此协议或其所述的交易而产生的诉讼或诉讼程序，接受位于纽约州南区的美国巡回法院以及位于纽约郡的纽约州法院的管辖，此接受不可撤回，并且（ii）放弃并同意不在任何诉讼或诉讼程序中提出任何关于不受此等法院属人管辖，或诉讼在不方便法院提起，或案件审判地不合适的诉讼请求。公司和购买人同意在此类诉讼中送达服务可通过使用挂号信或第二日送达服务（需有送达的证明）将依此协议所需的通知复印件送达至有效的地址，并同意此类送达是良好有效的法律文书送达和通知。第7.2节不得影响或限制任何其他法律允许的送达方式。各当事方就此放弃对个人送达法律文书的要求，同意以邮寄作为法律文书送达方式，并同意此类送达是良好有效的法律文书送达和通知。公司就此指定翰博文律师事务所（位于纽约州纽约市百老汇大街1450号26楼，邮编10018）为文书送达的代理人。此条款不得限制任何其他法律所允许的有关法律文书送达的权利。

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Section 7.3 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. 

第7.3节合同的完整性；修正。此协议中包含了合同各方对此协议的相关事项的完整理解和合意，除非此协议中明确指明，公司或购买人没有对此协议中所述事项做出其他任何陈述，保证，协议或承诺；针对所述事项的所有先前的理解和合意都合并到此协议中，并被此协议所取代。若无公司和购买人的书面同意，此协议的任何条款不得被取消或修改。

Section 7.4 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 7.4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable: 

第7.4节通知。所有通知，要求，同意，请求，指示和其他因此协议需要或允许的交流或与此协议中的交易相关的交流应以书面形式出现，在以下情况中，应被视为已送达并由预期的接收者收取：（i）若人力递送，则是递送的工作日（以人力递送服务的收据为证），（ii）若由要求回执的挂号信邮寄，则为邮寄后的两（2）个工作日，（iii）若使用第二日送达的快递服务（预付所有费用），则为递送的工作日（以具有一定公信力的第二日送达服务的收据为证），或（iv）若通过传真，且在收信人当地时间下午六点前发出的，为传真当天，若在其他时间，则为下一个工作日（以发送方传真机器打印的确认发送的通知为证）。若任何通知，要求，同意，请求，指示和其他交流因地址改变且未事前通知（须符合第7.4节要求），或者拒绝接收，则此通知，要求，同意，请求，指示和其他交流应视为在通知发出的第二个工作受到（以发送方的宣誓书为证）。所有此类通知，要求，同意，请求，指示和其他交 流应递送至以下地址或传真号码：

If to the Company:

若至公司：

Tianci International, Inc.

天赐控股有限公司

Xusheng Building, Yintian Road,

Bo’an District, Shenzhen, Guangdong Province,

People’s Republic of China

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with copies (which shall not constitute notice) to:

同时复印件（不构成通知）寄至：

Hunter Taubman Fischer & Li LLC

1450 Broadway, 26th Floor

New York, NY 10018

If to Purchaser:  

如至购买人：

The address listed on Exhibit B

在附件B中列明的地址

Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto. 

任何当事方可时常更改通知所用的地址，但需提前十（10）天以书面形式告知另一方。

Section 7.5 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. 

第7.5节 豁免。任何一方关于对某一条款，条件或要求违约的豁免不能视为未来或对其他条款，条件或要求的豁免。

Section 7.6 Headings. The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa.

 第7.6节编号。此协议中的编号（包括但不限于各节编号以及附表和清单中的编号）仅是出于引用方便的考虑，不影响此协议的释义，解释或理解。任何分性别或不分性别的指代都应包括所有性别的指代。任何单数名词包应包括其相对应的复数名词，反之亦然。

22

Section 7.7 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice duly given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

第7.7节继承者和子实体。若未获得公司和购买人的事前书面同意，各当事方公司不得转让本协议；但是，依据联邦和州的证券法或交易文件所述，在未获得公司或其他购买人的事前书面同意下，但此购买人告知公司之后，购买人可向附属机构或在非公开交易中收购了其全部或基本全部股份或期权的第三方转让其全部或部分权利及义务；但是，此权利或义务的转让会影响此购买人在协议下的义务，此受转让者书面同意就被转让的证券以及接受此协议中适用于此购买人的条款的约束力。此协议的条款对允许的各继承者和子实体具有约束力。除在此协议中明示之外，此协议的条款，明示或暗含的，都不赋予除协议中的当事方及其各自的继承者和子实体任何权利，救济，义务或责任。

Section 7.8 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

第7.8节适用法律。此协议应根据纽约州的州内法执行和解释，但不包括任何可能导致适用非纽约州实体法的冲突法。此协议不适用“对起草人不利”的原则。

Section 7.9 Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder for a period of three (3) years following the Closing Date. 

第7.9节存续。公司和购买人的保证与陈述在此协议签署和送达后继续有效，有效期为交割日之后的三年。

Section 7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

第7.10节副本。此协议可在多个副本上签署，每一份副本都可视为原件，所有副本都可视为同一协议并且在各方签署并送达本协议另一方时生效，当事方无需签署每一份副本。若签名是通过传真发送，此传真签名对签署方的约束力与将此传真签名视为原件的约束力相同

23

Section 7.11 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible. 

第7.11节可分割性。此协议中的条款具有可分割性，若具有适格管辖权的法院判定此协议和交易文件中的任意条款无效，不合法或不可执行，其他条款的效力不受影响，并且在解释此有效条款时，应将无效的条款视为不存在，以便有效条款能在最大程度上被执行。

Section 7.12 Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement. 

第7.12节个人名义。各购买人是以其个人名义签署此合同，而非与其他购买人为一个团体。各购买人，独立地而非联合地，作出此合约下包含的陈述和保证。

Section 7.13 Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company. 

第7.13节终止。此协议可在交割前由购买人和公司双方书面同意终止。

Section 7.14. Language. The Agreement is in both English and Chinese, which both have binding effects. If there is any conflict between the English and Chinese language, English language prevails. 

第7.14节语言。本协议含有英文和中文，英文和中文都有约束力。如两个语言版本有冲突，以英文版本为准。

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

[余页故意留空；下页为签名页]

24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written. 

在此各方确认和签署。

The Company:	TIANCI INTERNATIONAL, INC.
	By:	/s/ Cuilian Cai
		Name: Cuilian Cai Title:   Chief Executive Officer

[Signature Page of the Company]

[公司的签字页]

25

Signature Page of the Purchaser

购买人签字页

IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written. 

购买人在此确认和同意协议的条款，并有效签署该协议。

The Purchaser:

购买人:

By:	/s/ Jufen Fan
	Name:  Jufen Fan

By:	/s/ Qiaoyun Yao
	Name: Qiaoyun Yao

By:	/s/ Qing Xu
	Name: Qing Xu
By:	/s/ Lepei Cheng
	Name: Lepei Cheng
By:	/s/ Shengming Xu
	Name: Shengming Xu
By:	/s/ Siyuan Liu
	Name: Siyuan Liu
By:	/s/ Shuanggui Tang
	Name: Shuanggui Tang

26

By:	/s/ Sulan Rang
	Name: Sulan Rang
By:	/s/ Chun Hui
	Name: Chun Hui
By:	/s/ Chengsu Yang
	Name: Chengsu Yang
By:	/s/ Cunbing Dong
	Name: Cunbing Dong
By:	/s/ Zhenping Cai
	Name: Zhenping Cai
By:	/s/ Zhongxun Wang
	Name: Zhongxun Wang
By:	/s/ Daowu Li
	Name: Daowu Li
By:	/s/ Mei  Lu
	Name: Mei  Lu
By:	/s/ Changhong Yu
	Name: Changhong Yu
By:	/s/ Zuping Zhang
	Name: Zuping Zhang

27

By:	/s/ Yunqiang Chen
	Name: Yunqiang Chen
By:	/s/ Jing Liang
	Name: Jing Liang
By:	/s/ Zhengbao Fan
	Name: Zhengbao Fan
By:	/s/ Suzhen Chen
	Name: Suzhen Chen
By:	/s/ Huaizhan Wang
	Name: Huaizhan Wang
By:	/s/ Ping Wu
	Name: Ping Wu
By:	/s/ Fujie Tian
	Name: Fujie Tian
By:	/s/ Xiangfeng Lv
	Name: Xiangfeng Lv
By:	/s/ Qian Yang
	Name: Qian Yang

28

By:	/s/ Chunying Liu
	Name: Chunying Liu
By:	/s/ Panjuan Shao
	Name: Panjuan Shao
By:	/s/ Zailan  Lu
	Name: Zailan  Lu
By:	/s/ Huijuan Lu
	Name: Huijuan Lu
By:	/s/ Yafei Zhou
	Name: Yafei Zhou
By:	/s/ Liang Hong
	Name: Liang Hong
By:	/s/ Wei Zhao
	Name: Wei Zhao
By:	/s/ Suxiao Fan
	Name: Suxiao Fan
By:	/s/ Hefei Chen
	Name: Hefei Chen
By:	/s/ Yiming Qian
	Name: Yiming Qian

29

By:	/s/ Shaoyao Yu
	Name: Shaoyao Yu
By:	/s/ Guangkuo Xie
	Name: Guangkuo Xie
By:	/s/ Weizheng Chen
	Name: Weizheng Chen
By:	/s/ Lie Su
	Name: Lie Su
By:	/s/ Xiangying Gao
	Name: Xiangying Gao
By:	/s/ Shifang Wan
	Name:  Shifang Wan

30

EX-10.7

Exhibit 10.7

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of the 10th day of January 2017 (the “Effective Date”), by and between Tianci International, Inc., a Nevada corporation, (the “Company”), and Shifang Wan (the “Purchaser”).

Recitals

WHEREAS, the Company and the Purchaser and other purchasers set forth in Exhibit B of the Original Agreement entered into a Securities Purchase Agreement, dated January 4, 2017 (the “Original Agreement”) whereby the Company shall offer an aggregate of 20,540,000 shares of common stock of the Company to the Purchaser and the other purchasers set forth in Exhibit B of the Original Agreement who severally but not jointly entered into the Original Agreement;

WHEREAS, the parties desire that the Original Agreement be amended to reflect a change in certain provisions as specified below;

WHEREAS, the Company shall offer an aggregate of offering from 19,532,820 shares instead of 20,540,000 of common stock of the Company to the Purchasers listed in Exhibit B of the Original Agreement: and

WHEREAS, the Name of Purchaser, Shifang Wan, as listed in Exhibit B of the Original Agreement, was mistakenly spelled as Cityfang Wan.

WHEREAS, pursuant to Section 7.3 of the Original Agreement, such agreement may not be amended except by a written consent of the Company and the Required Purchasers, as defined therein.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

Agreement

Section 1.        Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement.

Section 2.        Amendment to Original Agreement.

The Third Recital of the Original Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, the Company is offering up to 19,532,820 shares of Common Stock to the Purchasers listed in Exhibit B, who severally but not jointly enters into this Agreement and makes representations and warranties hereunder;

Exhibit B of the Original Agreement is hereby amended and restated in its entirety as follows:

The 42^nd Purchaser of the Exhibit B of the Original Agreement is hereby amended and restated in its entirety as follows:

42 12,852,820 万世方 Shifang Wan 深圳市宝安区银田路旭生大厦16B Unit 16B, Xusheng Building,Yintian Road, Bao'an District, Shenzhen, Guangdong Province, China

Section 3.        Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Agreement, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date, all references in the Original Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Agreement shall mean the Original Agreement as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreement and this Amendment, the provisions of this Amendment shall control and be binding.

Section 4.        Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

[The Remainder of this Page is Blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.

The Company: 公司	TIANCI INTERNATIONAL, INC. 天赐控股有限公司
	By:	/s/ Cuilian Cai
		Name: Cuilian Cai 蔡翠莲
		Title: Chief Executive Officer 首席执行官

The Purchaser:	SHIFANG WAN
	By:	/s/ Shifang Wan
	Name:	SHIFANG WAN

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Cuilian Cai, certify that:

1. I have reviewed this annual report on Form 10-K of Tianci International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under  our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is  made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 13, 2017
By:	/s/ Cuilian Cai
	Cuilian Cai
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION OF PERIODIC REPORT

I, Cuilian Cai, certify that:

1. I have reviewed this annual report on Form 10-K of Tianci International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under  our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is  made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 13, 2017
By:	/s/ Cuilian Cai
	Cuilian Cai
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Tianci International, Inc. (the "Company") on Form 10-K for the year ended July 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Cuilian Cai, Chief Executive Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 13, 2017
By:	/s/ Cuilian Cai
	Cuilian Cai
	Chief Executive Officer
	(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

CERTIFICATION OF DISCLOSURE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Tianci International, Inc. (the "Company") on Form 10-K for the year ended July 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Cuilian Cai, Chief Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: January 13, 2017
By:	/s/ Cuilian Cai
	Cuilian Cai
	Chief Financial Officer
	(Principal Financial Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Jul. 31, 2016	Jan. 09, 2017	Jan. 31, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	TIANCI INTERNATIONAL, INC.
Entity Central Index Key	0001557798
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Document Type	10-K
Document Period End Date	Jul. 31, 2016
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2016
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 3,142,480
Entity Common Stock, Shares Outstanding		49,853,280

XML

Consolidated Balance Sheets - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Current Assets
Assets held for sale	$ 31,609	$ 78,231
Total Current Assets	31,609	78,231
TOTAL ASSETS	31,609	78,231
Current Liabilities
Accounts payable	74,040
Due to related parities	131,824
Liabilities held for sale	252,726	298,643
Total Current Liabilities	458,590	298,643
Commitments and Contingencies (Note 12)
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 27,767,269 and 14,908,438 shares issued and outstanding, respectively	2,777	1,491
Additional paid-in capital	750,867	269,246
Accumulated deficit	(1,157,538)	(474,037)
Accumulated other comprehensive loss	(23,087)	(17,112)
TOTAL STOCKHOLDERS' DEFICIT	(426,981)	(220,412)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 31,609	$ 78,231

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Jul. 31, 2016	Jul. 31, 2015
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	27,767,269	14,908,438
Common stock, shares outstanding	27,767,269	14,908,438

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES
Office and miscellaneous		124,514
Professional fees		191,062
Total Operating Expenses		315,576
LOSS FROM OPERATIONS		(315,576)
LOSS BEFORE INCOME TAXES		(315,576)
Provision for income taxes
Loss from Continued Operation		(315,576)
Loss from Discontinued Operation, Net of Tax Benefits	(474,037)	(367,925)
NET LOSS	(474,037)	(683,501)
STATEMENTS OF COMPREHENSIVE LOSS
Net loss	(474,037)	(683,501)
Other Comprehensive loss:
Foreign currency translation adjustments	(17,112)	(5,975)
TOTAL COMPREHENSIVE LOSS	$ (491,149)	$ (689,476)
Basic and diluted loss per common share from continued operation	$ 0	$ (0.01)
Basic and diluted loss per common share from discontinued operation	$ (0.03)	$ (0.01)
Basic and Diluted Weighted Average Common Shares Outstanding	13,909,309	26,886,255

XML

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Balance at Oct. 27, 2014
Balance, shares at Oct. 27, 2014
Issuance of common stock	270,737	$ 1,491	269,246
Issuance of common stock, shares		14,908,438
Net loss for the period	(474,037)			(474,037)
Foreign currency translation adjustments	(17,112)				(17,112)
Balance at Jul. 31, 2015	(220,412)	$ 1,491	269,246	(474,037)	(17,112)
Balance, shares at Jul. 31, 2015		14,908,438
Recapitalization	39,078	$ 1,225	37,853
Recapitalization, shares		12,245,238
Common stock issued for cash	440,579	$ 61	440,518
Common stock issued for cash, shares		613,593
Contribution	3,250		3,250
Contribution, shares
Net loss for the period	(683,501)			(683,501)
Foreign currency translation adjustments	(5,975)				(5,975)
Balance at Jul. 31, 2016	$ (426,981)	$ 2,777	$ 750,867	$ (1,157,538)	$ (23,087)
Balance, shares at Jul. 31, 2016		27,767,269

XML

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (315,576)
Adjustments to reconcile net loss to net cash used in operating activities:
Management fees accrued - related party		60,000
Changes in operating assets and liabilities:
Prepaid expenses and other deposits		16,310
Accounts payable and accrued liabilities		49,036
Net cash used in continued operating activities		(190,230)
Net cash used in discontinued operating activities	(258,471)	(350,017)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in continued investing activities
Net cash used in discontinued investing activities	(94,249)	(10,151)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		440,579
Proceeds from related parties		16,822
Repayment to related parties		(57,917)
Overdraft repaid		(789)
Net cash provided by continued financing activities		398,695
Net cash provided by discontinued financing activities	362,082	154,799
Effects on changes in foreign exchange rate	(9,362)	(3,096)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents - beginning of period
Cash and cash equivalents - end of period
Supplemental Cash Flow Disclosures
Cash paid for interest
Cash paid for income taxes
Non-cash financing and investing activities
Accounts payable assumed in reverse acquisition		40,867
Common shares issued for intangible assets and receivables	144,898
Payments made by related parties	22,114	11,824
Prepaid asset assumed in reverse acquisition		16,310
Related party loans assumed in reverse acquisition		101,095
Short-term loans reclassified as inter-company loans		164,730
Contribution		$ 3,250

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General Organization and Business

12 Months Ended

Jul. 31, 2016

General Organization and Business [Abstract]

GENERAL ORGANIZATION AND BUSINESS

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

Tianci International, Inc. (“the Company”, “Tianci”) was incorporated under the laws of the State of Nevada, U.S. as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. The Company’s fiscal year end is July 31.

Share Exchange and Recapitalization

On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”), which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”) , the Company’s sole officer and director (the “Officer”), being the owner of record of 11,451,541 common shares of the Company and the persons (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) as of July 15, 2015. Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company would issue 4,812,209 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), and the Officer would cause 10,096,229 shares of the Company’s common stock that he owns (the “Officer Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively should represent 55% of the issued and outstanding common stock of the Company immediately after the closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. would become a wholly owned subsidiary (the “Subsidiary”) of the Company and there would be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

For financial accounting purposes, the Share Exchange is accounted for as a reverse acquisition by the Malta Co., and resulted in a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The closing of Share Exchange resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malta Co., and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald, former director of the Company. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

On October 26, 2016, the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Tianci International, Inc., a newly formed Nevada Corporation ("Merger Sub"), formed on November 09, 2016, with Merger Sub being the surviving entity. The transaction contemplated in the Merger Agreement (“Merger”) which became effective on November 9, 2016.

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Summary of Significant Accounting Practices

12 Months Ended

Jul. 31, 2016

Summary of Significant Accounting Practices [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and are presented in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary, Steampunk Wizards Ltd. All material intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company had $339 and $53,472 of cash at July 31, 2016 and 2015, respectively. The same are shown as asset held for sale in the financial statements.

Fair Value of Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist of cash, accounts receivable, prepaid expenses and other deposits, accounts payable and accrued liabilities, amounts due to related parties and loans.  The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Revenue Recognition

The Company has yet to realize revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment. Cost includes all direct costs necessary to acquire and prepare assets for use, including internal labor and overhead in some cases. Depreciation is calculated on the straight-line basis so as to write off the cost of each asset to its residual value over its estimated useful economic life. Costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

Long-lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Basic and Diluted Earnings (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2016 and 2015.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translation and Re-measurement

The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equities at historical rate
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

	July 31,		July 31,
	2016		2015
Spot EURO: USD exchange rate	$	1.12	$	1.10
Average EURO: USD exchange rate	$	1.11	$	1.14

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

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Going Concern

12 Months Ended

Jul. 31, 2016

Going Concern [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The 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 at July 31, 2016, the Company has working capital deficiency of $426,981 and has incurred losses since inception resulting in an accumulated deficit of $1,157,538. 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 consolidated 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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Assets/Liabilities Held for Sale

12 Months Ended

Jul. 31, 2016

Assets/Liabilities Held for Sale [Abstract]

ASSETS/LIABILITIES HELD FOR SALE

NOTE 4 –ASSETS/LIABILITIES HELD FOR SALE

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

The following table shows the results of operations of Steampunk for fiscal years 2016 and 2015 which are included in the loss from discontinued operations:

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Operating expenses
Development costs	$	145,002		$	-
Impairment		-			224,723
Office and miscellaneous		199,932			207,710
Professional fees		21,822			47,641
Other Income (expense)
Interest expenses		7,077			1,450
Other income		(5,908	)		(7,487	)
Total loss from discontinued operation	$	367,925		$	474,037

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

			July 31,
	Note		2016		2015
Assets held for sale
Cash and cash equivalents			$	339	$	53,472
Prepaid expenses and other deposits				4,808		12,670
Other current assets		5		13,698		7,282
Property and equipment, net		6		12,764		4,807
Total assets held for sale			$	31,609	$	78,231
Liabilities held for sale
Accounts payable and accrued liabilities		7	$	21,590	$	47,773
Due to related parities		9		92,379		22,114
Short-term loans		8		138,757		228,756
Total liabilities held for sale			$	252,726	$	298,643

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Other Current Assets Held for Sale

12 Months Ended

Jul. 31, 2016

Other Current Assets Held for Sale [Abstract]

OTHER CURRENT ASSETS HELD FOR SALE

NOTE 5 – OTHER CURRENT ASSETS HELD FOR SALE

Other current assets consist of other receivable and value-added tax (“VAT”) held by the Company. As of July 31, 2016, and, 2015, the Company has $3,814 and $7,282 in VAT receivable from the Malta government and other receivable of $9,884 and $0, respectively.

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Property and Equipment Held for Sale

12 Months Ended

Jul. 31, 2016

Property and Equipment Held for Sale [Abstract]

PROPERTY AND EQUIPMENT HELD FOR SALE

NOTE 6 – PROPERTY AND EQUIPMENT HELD FOR SALE

	July 31,			July 31,
	2016			2015
Cost
IT Equipment	$	10,732		$	6,593
Furniture		6,012			-
Total		16,744			6,593
Depreciation		(4,207	)		(1,867	)
Foreign currency translation effect		227			81
Balance	$	12,764		$	4,807

The equipment comprised of IT and other equipment with an estimated average useful life of 4 years. The Company recorded $2,340 and $1,867 as depreciation expenses for the years ended July 31, 2016 and from October 27, 2014 (inception) to July 31, 2015, respectively.

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Accounts Payable and Accrued Liabilities

12 Months Ended

Jul. 31, 2016

Accounts Payable and Accrued Liabilites [Abstract]

ACCOUNTS PAYABLE AND ACCRUED LIABILITES

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

The Company’s accounts payable and accrued liabilities consist of the following:

	July 31,		July 31,
	2016		2015
Accounts payable
Trade payable	$	74,040	$	-
	$	74,040	$	-
Accounts payable and accrued liabilities held for sale
Trade payable		7,193		271
Accrued liabilities		5,864		1,387
Accrued interest		8,533		46,115
	$	21,590	$	47,773

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Short-Term Loans Held for Sale

12 Months Ended

Jul. 31, 2016

Short-Term Loans Held for Sale [Abstract]

SHORT-TERM LOANS HELD FOR SALE

NOTE 8 – SHORT-TERM LOANS HELD FOR SALE

The Company’s short-term loans consist of the following:

	July 31,		July 31,
	2016		2015
Short-term loans from Deep Blue Trading	$	97,448	$	64,026
Short-term loans from Galloway Financial Services		41,309		-
Loans from Steampunk Wizards Inc.		-		164,730
	$	138,757	$	228,756

During the year ended July 31, 2016 and the period ended July 31, 2015, the Company accrued interest of $8,533 and $1,387, respectively.

The Deep Blue Trading loans are secured, bear interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. Of the total balance $97,448 to Deep Blue Trading, the Company is in default for $52,773 as at July 31, 2016. One of the shareholders of the Company is a director in Deep Blue Trading.

The Galloway Financial Services (“Galloway”) loans were borrowed from a shareholder, who has approximately 1% of the Company’s common shares. The Galloway loans are unsecured, bears interest rate of 7% per annum and are payable, together with interest, within one year from date of grant. As at July 31, 2016 and 2015, the Company owed $41,309 and $0, respectively, to Galloway. One of the shareholders of the Company is a director in Galloway.

On July 16, 2015, Steampunk Wizards, Inc. entered into a share exchange agreement with Malta Co. The exchange was closed on August 21, 2015. As a result of the exchange of Malta Co. became a wholly owned subsidiary of Steampunk Wizards, Inc. Prior to the closing, Steampunk Wizards, Inc. advanced $164,730 (EUR 145,000) to the Malta Co. The advance was unsecured, non-interest bearing and reclassified as inter-company loans during the period ended July 31, 2016.

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Due to Related Party

12 Months Ended

Jul. 31, 2016

Due to Related Party [Abstract]

DUE TO RELATED PARTY

NOTE 9 – DUE TO RELATED PARTY

Due to related party

On August 21, 2015, the Company assumed $101,095 loans provided by the former Chief Executive Officer (“CEO”) and shareholder of the Company through the share exchange transaction. During the period ended July 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $57,917 to the former CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the former CEO for management services until January 31, 2016. Accordingly, $60,000 management fees for the period during August 1, 2015 to January 31, 2016, were accrued as amount due to related parties. As at July 31, 2016, the Company owed $120,000 to the former CEO and shareholder.

During the period ended July 31, 2016, a shareholder of the Company made vendor payments of $11,824 directly on behalf of the Company. As at July 31, 2016 and 2015, the Company owed $11,824 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, related parties were owed $131,824 and $0, respectively.

Due to related party held for sale

During the period ended July 31, 2016, a shareholder of the Company advanced $64,564 to the Company. During the year ended July 31, 2016, the Company repaid $11,169 to this shareholder. As at July 31, 2016 and 2015, the Company owed $53,395 and $0, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company owned by a shareholder of the Company advanced $15,637 to the Company. As at July 31, 2016 and 2015, the Company owed $15,637 and $0, respectively, to this company. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, the Company owed $22,553 and $22,114, respectively, to a shareholder of the Company. The increase in due to this shareholder was due to change of foreign exchange rate. This loan is non-interest bearing and due on demand.

As at July 31, 2016 and 2015, the Company owed $794 and $0 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

During the year ended July 31, 2016, a company, which is owned by the Company’s chief technology officer, provided management services of $38,838 to the Company. As at July 31, 2016 and 2015, $6,811 and $1,042 due to this company was included in accounts payable and accrued liabilities, respectively.

As at July 31, 2016 and 2015, due to related party held for sale was $92,379 and $22,114, respectively.

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Equity

12 Months Ended

Jul. 31, 2016

Equity [Abstract]

EQUITY

NOTE 10 – EQUITY

Preferred Stock

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no shares of preferred stock issued and outstanding as of July 31, 2016 and 2015.

Common Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On August 21, 2015, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 14,908,438 shares of common stock to the stockholders of Malta in exchange for 3,170,000 shares of Malta’s common stock, representing 100% of its issued and outstanding common stock.  As a result of the reverse acquisition accounting, these shares issued to the former Malta stockholders are treated as being outstanding from the date of issuance of the Malta shares.

During the year ended July 31, 2016, the Company issued 12,858,831 shares of common stock as follows;

● 613,593 shares of common stock for cash of $440,579.

● As part of reverse acquisition, the Company’s existing shareholders retained 12,245,238 share of the Company common stock, which was considered an addition during the year ended July 31, 2016.

● During the year ended July 31, 2016, the shareholder of the Company paid expenses of $3,250 on behalf of the Company which was recorded as capital contribution.

During the period ended July 31, 2015, the Company issued prorated 14,908,438 (pre-reverse merger 3,170,000) shares of common stock as follows;

● On October 27, 2014, the Company issued 4,702,977 (pre-reverse merger 1,000,000) ordinary shares of Common Stock to its founders pursuant to a subscription agreement, and received $1,523 (Euro 1,200) in consideration.

● On November 14, 2014, 5,502,484 (pre-reverse merger 1,170,000) shares were issued to Ventus Investment Holding Limited for intangible assets, receivables and cash of total $145,724 (Euro 117,000).

● On December 4, 2014, 4,702,977 (pre-reverse merger 1,000,000) shares were issued to an unaffiliated party for cash of $123,490 (Euro 100,000).

There were 27,767,269 and 14,908,438 shares of common stock issued and outstanding as of July 31, 2016 and July 31, 2015, respectively.

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Income Taxes

12 Months Ended

Jul. 31, 2016

Income Taxes [Abstract]

INCOME TAXES

NOTE 11 – INCOME TAXES

Tianci International, Inc. (formerly Steampunk Wizards Inc.), was formed in June 2012 under the name Freedom Petroleum, Inc. Prior to the Share Exchange in August 21, 2015, the Company only had operations in the United States. In August 2015, the Company became the parent of Malta Co., a wholly owned Malta subsidiary, which files tax returns in Malta.

The Malta and U.S. components of (loss) income before income taxes were as follows:

	For the			October 27, 2014
	Years Ended			(Inception) to
	July 31,			July 31,
	2016			2015
United States	$	(315,576	)	$	-
Malta		(367,925	)		(474,037	)
Loss before income taxes	$	(683,501	)	$	(474,037	)

The income tax provision (benefit) for the years ended July 31, 2016 and the period ended July 31, 2015 consists of the following:

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Income tax expense at statutory rate:
United States	$	107,296		$	-
Malta		128,774			165,913
Total		236,070			165,913
Change in valuation allowance		(236,070	)		(165,913	)
Income tax expense (benefit)	$	-		$	-

Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

	July 31,
	2016			2015
NOL Carryover:
United States	$	541,636		$	-
Malta		294,687			165,913
Total		836,323			165,913
Valuation allowance		(836,323	)		(165,913	)
Net deferred tax asset	$	-		$	-

The reconciliation of the effective income tax rate to the U.S. federal statutory rate as of July 31, 2016 and 2015:

Federal income tax rate	34.0	%
Increase in valuation allowance	(34.0	%)
Effective income tax rate	0.0	%

The reconciliation of the effective income tax rate to Malta statutory rate as of July 31, 2016 and 2015:

Income tax rate	35.0	%
Increase in valuation allowance	(35.0	%)
Effective income tax rate	0.0	%

At July 31, 2016 and 2015, the Company had $1,593,047 and $1,272,471, respectively of US Net Operating Losses (“NOLs”), that are available to offset future taxable income until 2035.

At July 31, 2016 and 2015, the Company had $841,962 and $474,037, respectively of foreign net operating losses (“NOLs”) that may be available to offset future taxable income until 2035. Due to a subsequent event on October 13, 2016 (Spin off), the foreign NOL will no longer be available to the Company.

The Company assesses the likelihood that deferred tax assets will be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of July 31, 2016 and 2015.

The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of NOLs that could be utilized each year based on the “ Internal Revenue Code, as Amended “

The Company’s tax returns are subject to examination by tax authorities beginning with the year ended July 31, 2012 (U.S) and July 31, 2015 (Malta).

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Commitments and Contingencies

12 Months Ended

Jul. 31, 2016

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

On July 2, 2015, Malta Co. entered into a lease agreement with Central Garage Ltd. The term of the lease is one year with monthly payments of EUR 1,200.

The Company has no other commitments or contingencies as of July 31, 2016.

From time to time the Company may become a party to litigation matters involving claims against the Company.

Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

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Impairment

12 Months Ended

Jul. 31, 2016

Impairment [Abstract]

IMPAIRMENT

NOTE 13 – IMPAIRMENT

During the year ended July 31, 2016 and the period ended July 31, 2015, the Company recognized impairment loss of $0 and $224,723, respectively.

Loan receivable

	July 31, 2015
Loans receivable	$	40,603
Allowance for impairment		(40,603	)
Balance - July 31, 2015	$	-

The Company’s receivables are comprised of loans assigned by the Ventus Investment Holding Limited to the Company (Note 9). These receivables were fully impaired during the period ended July 31, 2015.

Intangible asset

	July 31, 2015
Cost	$	176,215
Impairment		(176,215	)
Balance - July 31, 2015	$	-

On November 25, 2014, the Company acquired certain intangible assets from Ventus Investment Holding Limited (“Ventus’) against an issue of shares (Note 9). Additionally, the Company assumed Ventus’ obligation to remit a 10% royalty to a third party based on the net revenue generated from the use of the intangible assets purchased. The intangible assets represented game assets including software codes, software and license, digital images, drawings and marketing and customer information, intellectual property, trademarks and copyrights and all rights thereto and promotion material related to the game assets. During the period, the Company further developed the game and gaming assets.

As at the reporting date, management has decided to discontinue developing the intangible assets since it was not deemed to be economically and commercially feasible any longer. Accordingly, the intangible asset was fully impaired for $184,120 based on average rate, during the period ended July 31, 2015.

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Subsequent Events

12 Months Ended

Jul. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.

In connection with the spin off (see Note 1), the following occurred:

● The Company received $2,000 from Brendon Grunewald, the former shareholder of the Company for the purchase of our wholly-owned subsidiary, Steampunk Wizards, Ltd.

● The Company had a change of control, pursuant to which former shareholders paid $118,640 for outstanding accounts payable. The $118,640, was immediately forgiven and recorded as contributed capital, pursuant conditions of the change of control.

● On September 27, 2016, $120,000 owed to our former officer and director, was converted to 2,553,191 shares of common stock.

On January 4, 2017, the Company sold and issued an aggregate of 19,532,820 shares of its Common Stock, at a per share price of $0.005, in a private placement to 42 investors, for which it received gross cash proceeds to the Company of $97,664.10. The private placement was made pursuant to an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S thereunder.

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Summary of Significant Accounting Practices (Policies)

12 Months Ended

Jul. 31, 2016

Summary of Significant Accounting Practices [Abstract]

Basis of Presentation

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and are presented in U.S. dollars.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Basis of Consolidation

Basis of Consolidation

These financial statements include the accounts of the Company and its subsidiary, Steampunk Wizards Ltd. All material intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company had $339 and $53,472 of cash at July 31, 2016 and 2015, respectively. The same are shown as asset held for sale in the financial statements.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist of cash, accounts receivable, prepaid expenses and other deposits, accounts payable and accrued liabilities, amounts due to related parties and loans.  The carrying amounts of these financial instruments approximate fair value due either to length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

Revenue Recognition

Revenue Recognition

The Company has yet to realize revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment. Cost includes all direct costs necessary to acquire and prepare assets for use, including internal labor and overhead in some cases. Depreciation is calculated on the straight-line basis so as to write off the cost of each asset to its residual value over its estimated useful economic life. Costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

Long-lived Assets

Long-lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.

Income Taxes

Income Taxes

The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Basic and Diluted Earnings (Loss) Per Share

Basic and Diluted Earnings (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2016 and 2015.

Concentrations of Credit Risk

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Foreign Currency Translation and Re-measurement

Foreign Currency Translation and Re-measurement

The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

i)	Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)	Equities at historical rate
iii)	Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

	July 31,		July 31,
	2016		2015
Spot EURO: USD exchange rate	$	1.12	$	1.10
Average EURO: USD exchange rate	$	1.11	$	1.14

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

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Summary of Significant Accounting Practices (Tables)

12 Months Ended

Jul. 31, 2016

Summary of Significant Accounting Practices [Abstract]

Schedule of foreign currency exchange rate

	July 31,		July 31,
	2016		2015
Spot EURO: USD exchange rate	$	1.12	$	1.10
Average EURO: USD exchange rate	$	1.11	$	1.14

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Assets/Liabilities Held for Sale (Tables)

12 Months Ended

Jul. 31, 2016

Assets/Liabilities Held for Sale [Abstract]

Schedule of discontinued operations from income statement

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Operating expenses
Development costs	$	145,002		$	-
Impairment		-			224,723
Office and miscellaneous		199,932			207,710
Professional fees		21,822			47,641
Other Income (expense)
Interest expenses		7,077			1,450
Other income		(5,908	)		(7,487	)
Total loss from discontinued operation	$	367,925		$	474,037

Summary of carrying amounts of assets and liabilities held for sale

			July 31,
	Note		2016		2015
Assets held for sale
Cash and cash equivalents			$	339	$	53,472
Prepaid expenses and other deposits				4,808		12,670
Other current assets		5		13,698		7,282
Property and equipment, net		6		12,764		4,807
Total assets held for sale			$	31,609	$	78,231
Liabilities held for sale
Accounts payable and accrued liabilities		7	$	21,590	$	47,773
Due to related parities		9		92,379		22,114
Short-term loans		8		138,757		228,756
Total liabilities held for sale			$	252,726	$	298,643

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Property and Equipment Held for Sale (Tables)

12 Months Ended

Jul. 31, 2016

Property and Equipment Held for Sale [Abstract]

Schedule of property and equipment held for sale

	July 31,			July 31,
	2016			2015
Cost
IT Equipment	$	10,732		$	6,593
Furniture		6,012			-
Total		16,744			6,593
Depreciation		(4,207	)		(1,867	)
Foreign currency translation effect		227			81
Balance	$	12,764		$	4,807

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Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Jul. 31, 2016

Accounts Payable and Accrued Liabilites [Abstract]

Schedule of accounts payable and accrued liabilities

	July 31,		July 31,
	2016		2015
Accounts payable
Trade payable	$	74,040	$	-
	$	74,040	$	-
Accounts payable and accrued liabilities held for sale
Trade payable		7,193		271
Accrued liabilities		5,864		1,387
Accrued interest		8,533		46,115
	$	21,590	$	47,773

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Short-Term Loans Held for Sale (Tables)

12 Months Ended

Jul. 31, 2016

Short-Term Loans Held for Sale [Abstract]

Schedule of short-term loans held for sale

	July 31,		July 31,
	2016		2015
Short-term loans from Deep Blue Trading	$	97,448	$	64,026
Short-term loans from Galloway Financial Services		41,309		-
Loans from Steampunk Wizards Inc.		-		164,730
	$	138,757	$	228,756

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Income Taxes (Tables)

12 Months Ended

Jul. 31, 2016

Income Taxes [Line Items]

Components of (loss) income before income taxes

	For the			October 27, 2014
	Years Ended			(Inception) to
	July 31,			July 31,
	2016			2015
United States	$	(315,576	)	$	-
Malta		(367,925	)		(474,037	)
Loss before income taxes	$	(683,501	)	$	(474,037	)

Schedule of income tax provision (benefit)

				October 27,
	For the Years Ended			2014 (Inception) to
	July 31,			July 31,
	2016			2015
Income tax expense at statutory rate:
United States	$	107,296		$	-
Malta		128,774			165,913
Total		236,070			165,913
Change in valuation allowance		(236,070	)		(165,913	)
Income tax expense (benefit)	$	-		$	-

Schedule of deferred tax assets and liabilities

	July 31,
	2016			2015
NOL Carryover:
United States	$	541,636		$	-
Malta		294,687			165,913
Total		836,323			165,913
Valuation allowance		(836,323	)		(165,913	)
Net deferred tax asset	$	-		$	-

U.S. [Member]

Income Taxes [Line Items]

Schedule of effective income tax rate reconciliation

Federal income tax rate	34.0	%
Increase in valuation allowance	(34.0	%)
Effective income tax rate	0.0	%

Malta [Member]

Income Taxes [Line Items]

Schedule of effective income tax rate reconciliation

Income tax rate	35.0	%
Increase in valuation allowance	(35.0	%)
Effective income tax rate	0.0	%

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Impairment (Tables)

12 Months Ended

Jul. 31, 2016

Loan receivable [Member]

Valuation Allowance for Impairment of Recognized Servicing Assets [Line Items]

Schedule of allowance for impairment

	July 31, 2015
Loans receivable	$	40,603
Allowance for impairment		(40,603	)
Balance - July 31, 2015	$	-

Intangible asset [Member]

Valuation Allowance for Impairment of Recognized Servicing Assets [Line Items]

Schedule of allowance for impairment

	July 31, 2015
Cost	$	176,215
Impairment		(176,215	)
Balance - July 31, 2015	$	-

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General Organization and Business (Details) - USD ($)						9 Months Ended
	Oct. 13, 2016	Jul. 16, 2015	Dec. 04, 2014	Nov. 14, 2014	Oct. 27, 2014	Jul. 31, 2015	Jul. 31, 2016
General Organization and Description of Business [Line Items]
Owners of common shares						14,908,438	27,767,269
Percentage of issued share capital		100.00%
Issuance of common stock, shares			4,702,977	5,502,484	4,702,977
Common Stock [Member]
General Organization and Description of Business [Line Items]
Issuance of common stock, shares						14,908,438
Exchange Agreement [Member] | Officer [Member]
General Organization and Description of Business [Line Items]
Issuance of common stock, shares		10,096,229
Exchange Agreement [Member] | Common Stock [Member]
General Organization and Description of Business [Line Items]
Issuance of common stock, shares		4,812,209
Subsequent Event [Member]
General Organization and Description of Business [Line Items]
Proceeds price of capital stock received	$ 2,000
Shareholder [Member]
General Organization and Description of Business [Line Items]
Owners of common shares		11,451,541
Percentage of issued and outstanding of common stock		55.00%

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Summary of Significant Accounting Practices (Details )	Jul. 31, 2016	Jul. 31, 2015
Summary of Significant Accounting Practices [Abstract]
Spot EURO: USD exchange rate	1.12	1.10
Average EURO: USD exchange rate	1.11	1.14

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Summary of Significant Accounting Practices (Details Textual) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Summary of Significant Accounting Practices (Textual)
Cash	$ 339	$ 53,472

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Going Concern (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Going Concern (Textual)
Working capital deficiency	$ 426,981
Accumulated deficit	$ (1,157,538)	$ (474,037)

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Assets/Liabilities Held for Sale (Details) - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
Operating expenses
Development costs		$ 145,002
Impairment	224,723
Office and miscellaneous	207,710	199,932
Professional fees	47,641	21,822
Other Income (expense)
Interest expenses	1,450	7,077
Other income	(7,487)	(5,908)
Total loss from discontinued operation	$ 474,037	$ 367,925

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Assets/Liabilities Held for Sale (Details 1) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Assets held for sale
Cash and cash equivalents	$ 339	$ 53,472
Prepaid expenses and other deposits	4,808	12,670
Other current assets	13,698	7,282
Property and equipment, net	12,764	4,807
Total assets held for sale	31,609	78,231
Liabilities held for sale
Accounts payable and accrued liabilities	21,590	47,773
Due to related parities	92,379	22,114
Short-term loans	138,757	228,756
Total liabilities held for sale	$ 252,726	$ 298,643

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Assets/Liabilities Held for Sale (Details Textual)	Oct. 13, 2016 USD ($)
Subsequent Event [Member]
Long Lived Assets Held-for-sale [Line Items]
Proceeds from issuance of capital stock	$ 2,000

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Other Current Assets Held for Sale (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Other Current Assets Held for Sale (Textual)
VAT receivable	$ 3,814	$ 7,282
Other receivable	$ 9,884	$ 0

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Property and Equipment Held for Sale (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Long Lived Assets Held-for-sale [Line Items]
Cost	$ 16,744	$ 6,593
Depreciation	(4,207)	(1,867)
Foreign currency translation effect	227	81
Balance	12,764	4,807
IT Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Cost	10,732	6,593
Furniture [Member]
Long Lived Assets Held-for-sale [Line Items]
Cost	$ 6,012

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Property and Equipment Held for Sale (Details Textual) - USD ($)	9 Months Ended	12 Months Ended
	Jul. 30, 2015	Jul. 31, 2016
Property and Equipment Held for Sale (Textual)
Estimated average useful life		4 years
Depreciation	$ 1,867	$ 2,340

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Accounts Payable and Accrued Liabilities (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Accounts payable
Trade payable	$ 74,040
Accounts payable	74,040
Accounts payable and accrued liabilities held for sale
Trade payable	7,193	271
Accrued liabilities	5,864	1,387
Accrued interest	8,533	46,115
Accounts payable and accrued liabilities held for sale, Total	$ 21,590	$ 47,773

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Short-Term Loans Held for Sale (Details) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Short-term Debt [Line Items]
Short-term loans	$ 138,757	$ 228,756
Deep Blue Trading [Member]
Short-term Debt [Line Items]
Short-term loans	97,448	64,026
Galloway Financial Services [Member]
Short-term Debt [Line Items]
Short-term loans	41,309
Steampunk Wizards Inc. [Member]
Short-term Debt [Line Items]
Short-term loans		$ 164,730

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Short-Term Loans Held for Sale (Detail Textual)	12 Months Ended
	Jul. 31, 2016 USD ($)	Jul. 31, 2015 USD ($)	Jul. 16, 2015 USD ($)	Jul. 16, 2015 EUR (€)
Short-term Debt [Line Items]
Short-term debt	$ 138,757	$ 228,756
Accrued interest	$ 8,533	1,387
Deep Blue Trading [Member]
Short-term Debt [Line Items]
Interest rate	7.00%
Short-term debt	$ 97,448	64,026
Default amount by company	$ 52,773
Galloway Financial Services [Member]
Short-term Debt [Line Items]
Interest rate	7.00%
Short-term debt	$ 41,309
Percentage of common share	1.00%
Steampunk Wizards Inc. [Member]
Short-term Debt [Line Items]
Short-term debt		$ 164,730
Steampunk Wizards Inc. [Member] | Exchange Agreement [Member]
Short-term Debt [Line Items]
Short-term debt			$ 164,730	€ 145,000

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Due to Related Party (Details) - USD ($)		6 Months Ended	9 Months Ended	12 Months Ended
	Mar. 01, 2014	Jan. 31, 2016	Jul. 31, 2015	Jul. 31, 2016	Aug. 21, 2015
Due to Related Parties (Textual)
Payments to related parties				$ 57,917
Due to related parties			0	131,824
Due to related party held for sale			22,114	92,379
Chief Technology Officer [Member]
Due to Related Parties (Textual)
Value for management services				38,838
Accounts payable and accrued liabilities			1,042	6,811
Former Chief Executive Officer [Member]
Due to Related Parties (Textual)
Advance from related party				16,822
Payments to related parties				57,917
Due to shareholders					$ 101,095
Due to related parties				120,000
Former Chief Executive Officer [Member] | Employee agreement [Member]
Due to Related Parties (Textual)
Payment to related party for management services per month	$ 10,000
Accrued management fees		$ 60,000
Shareholder [Member]
Due to Related Parties (Textual)
Vendor payment				11,824
Due to shareholders			0	11,824
Due to related parties				120,000
Shareholder One [Member]
Due to Related Parties (Textual)
Advance from related party				64,564
Payments to related parties				11,169
Due to shareholders			0	53,395
Shareholder Two [Member]
Due to Related Parties (Textual)
Advance from related party				15,637
Due to shareholders			0	15,637
Shareholder Three [Member]
Due to Related Parties (Textual)
Due to shareholders			22,114	22,553
Shareholder Four [Member]
Due to Related Parties (Textual)
Due to shareholders			$ 0	$ 794

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Equity (Details)							1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 04, 2014 USD ($) shares	Dec. 04, 2014 EUR (€) shares	Nov. 14, 2014 USD ($) shares	Nov. 14, 2014 EUR (€) shares	Oct. 27, 2014 USD ($) shares	Oct. 27, 2014 EUR (€) shares	Aug. 21, 2015 shares	Jul. 31, 2015 USD ($) $ / shares shares	Jul. 31, 2016 USD ($) $ / shares shares
Equity (Textual)
Preferred stock, shares authorized								20,000,000	20,000,000
Preferred stock, par value (in dollars per share) | $ / shares								$ 0.0001	$ 0.0001
Preferred stock, shares issued								0	0
Preferred stock, shares outstanding								0	0
Common stock, par value (in dollars per share) | $ / shares								$ 0.0001	$ 0.0001
Common stock, shares authorized								100,000,000	100,000,000
Common stock, shares issued								14,908,438	27,767,269
Common stock, shares outstanding								14,908,438	27,767,269
Common stock issued for cash | $									$ 440,579
Percentage of issued and outstanding common stock							100.00%
Reverse acquisition shares issued	1,000,000	1,000,000	1,170,000	1,170,000	1,000,000	1,000,000	3,170,000		12,245,238
Number of shares issued	4,702,977	4,702,977	5,502,484	5,502,484	4,702,977	4,702,977
Number of shares issued, value	$ 123,490	€ 100,000	$ 145,724	€ 117,000	$ 1,523	€ 1,200		$ 270,737
Shareholder of paid expenses | $									$ 3,250
Common Stock [Member]
Equity (Textual)
Common stock, shares outstanding								14,908,438	27,767,269
Common stock issued for cash | $									$ 61
Common stock issued for cash, shares									613,593
Reverse acquisition shares issued								3,170,000
Number of shares issued								14,908,438
Number of shares issued, value | $								$ 1,491
Common Stock [Member] | Share Exchange Agreement [Member]
Equity (Textual)
Common stock, shares outstanding							14,908,438
Common stock issued for cash | $									$ 440,579
Common stock issued for cash, shares									613,593

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Income Taxes (Details) - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
Operating Loss Carryforwards [Line Items]
Loss before income taxes	$ (474,037)	$ (683,501)
United States [Member]
Operating Loss Carryforwards [Line Items]
Loss before income taxes		(315,576)
Malta [Member]
Operating Loss Carryforwards [Line Items]
Loss before income taxes	$ (474,037)	$ (367,925)

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Income Taxes (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
Operating Loss Carryforwards [Line Items]
Income tax expense at statutory rate	$ 165,913	$ 236,070
Change in valuation allowance	(165,913)	(236,070)
Income tax expense (benefit)
United States [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense at statutory rate		107,296
Malta [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense at statutory rate	$ 165,913	$ 128,774

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Income Taxes (Details 2) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Operating Loss Carryforwards [Line Items]
NOL Carryover	$ 836,323	$ 165,913
Valuation allowance	(836,323)	(165,913)
Net deferred tax asset
United States [Member]
Operating Loss Carryforwards [Line Items]
NOL Carryover	541,636
Malta [Member]
Operating Loss Carryforwards [Line Items]
NOL Carryover	$ 294,687	$ 165,913

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Income Taxes (Details 3)	9 Months Ended	12 Months Ended
	Jul. 31, 2015	Jul. 31, 2016
U.S. [Member]
Income Taxes [Line Items]
Income tax rate	34.00%	34.00%
Increase in valuation allowance	(34.00%)	(34.00%)
Effective income tax rate	0.00%	0.00%
Malta [Member]
Income Taxes [Line Items]
Income tax rate	35.00%	35.00%
Increase in valuation allowance	(35.00%)	(35.00%)
Effective income tax rate	0.00%	0.00%

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Income Taxes (Textual)
US net operating losses	$ 1,593,047	$ 1,272,471
Foreign net operating losses	$ 841,962	$ 474,037
Net operating losses, expiration date	Jul. 31, 2035

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Commitments and Contingencies (Details) - Central Garage Ltd. [Member]	Jul. 02, 2015 EUR (€)
Commitments and Contingencies (Textual)
Term of lease agreement	1 year
Monthly rent payments	€ 1,200

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Impairment (Details) - Loans Receivable [Member]	12 Months Ended
	Jul. 31, 2015 USD ($)
Valuation Allowance for Impairment of Recognized Servicing Assets [Line Items]
Loans receivable	$ 40,603
Allowance for impairment	(40,603)
Balance - July 31, 2015

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Impairment (Details 1) - Intangible Asset [Member]	12 Months Ended
	Jul. 31, 2015 USD ($)
Valuation Allowance for Impairment of Recognized Servicing Assets [Line Items]
Cost	$ 176,215
Impairment	(176,215)
Balance - July 31, 2015

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Impairment (Details Textual) - USD ($)		12 Months Ended
	Nov. 25, 2014	Jul. 31, 2016	Jul. 31, 2015
Impairment (Textual)
Impairment loss		$ 0	$ 224,723
Ventus Investment Holding Limited [Member]
Impairment (Textual)
Impaired intangible asset, description	The Company assumed Ventus' obligation to remit a 10% royalty to a third party based on the net revenue generated from the use of the intangible assets purchased.
Impairment of intangible asset			$ 184,120

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Subsequent Events (Details)			1 Months Ended
	Jan. 04, 2017 USD ($) Investors $ / shares shares	Oct. 13, 2016 USD ($)	Sep. 27, 2016 USD ($) shares	Jul. 31, 2016 USD ($)
Subsequent Events (Textual)
Outstanding accounts payable				$ 118,640
Contributed capital				$ 118,640
Subsequent Event [Member]
Subsequent Events (Textual)
Proceeds price of capital stock received		$ 2,000
Number of investors | Investors	42
Issuance of common stock, shares | shares	19,532,820
Issuance of common stock	$ 97,664.10
Share price | $ / shares	$ 0.005
Subsequent Event [Member] | Former officer and director [Member]
Subsequent Events (Textual)
Converted value of common stock			$ 120,000
Converted shares of common stock | shares			2,553,191