10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2021

Or

[  ] TRANSITION REPORT UNDER 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.

(Exact name of registrant as specified in its charter)

Nevada	45-5540446
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

No. 45-2, Jalan USJ 21/10 Subang Jaya Selangor Darul Ehsan, Malaysia	47640
(Address of principal executive offices)	(Zip Code)

+6012 697 1115

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 past 90 days.

  [X] YES [  ] NO          

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant was required to submit such files).

  [X] YES [  ] NO          

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

  [X] YES [  ] NO          

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

  [  ] YES [  ] NO          

APPLICABLE ONLY TO CORPORATE ISSUERS

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

2,450,148 shares of common stock issued and outstanding as of March 1, 2021.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	4
Item 1.   Financial Statements	4
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.   Controls and Procedures	16
PART II - OTHER INFORMATION	17
Item 1.   Legal Proceedings	17
Item 1A.   Risk Factors	17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.   Defaults Upon Senior Securities	17
Item 4.   Mine Safety Disclosures	17
Item 5.   Other Information	17
Item 6.   Exhibits	17
SIGNATURES	18

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our unaudited condensed financial statements are stated in United States Dollars and are prepared in accordance with Generally Accepted Accounting Principles of the United States of America (the U.S. GAAP).

All references in this Form 10-Q to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc., unless otherwise indicated.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TIANCI INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	January 31,			July 31,
	2021			2020
ASSETS
Current Assets
Cash	$	3,968		$	3,968
Prepaid expenses		6,000			12,000
Total Current Assets		9,968			15,968
TOTAL ASSETS	$	9,968		$	15,968
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	698		$	7,759
Due to related parties		298,496			258,935
Total Current Liabilities		299,194			266,694
Total Liabilities		299,194			266,694
Commitments and Contingencies
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding		–			–
Common stock, $0.0001 par value, 100,000,000 shares authorized: 2,450,148 shares and 4,751,718 shares issued and outstanding, respectively		245			475
Additional paid-in capital		1,127,306			1,127,076
Accumulated deficit		(1,416,777	)		(1,378,277	)
Total Shareholders' Deficit		(289,226	)		(250,726	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	9,968		$	15,968

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

4

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	January 31,						January 31,
	2021			2020			2021			2020
Revenues	$	–		$	–		$	–		$	–
Operating Expenses
General administrative expenses		238			164			361			246
Professional fees		12,070			14,384			26,758			37,009
Total Operating Expenses		12,308			14,548			27,119			37,255
Loss from Operations		(12,308	)		(14,548	)		(27,119	)		(37,255	)
Other Income (Expense)
Other expense		(11,381	)		–			(11,381	)		–
Total Other Income (Expense)		(11,381	)		–			(11,381	)		–
Loss before Income Taxes		(23,689	)		(14,548	)		(38,500	)		(37,255	)
Provision for income taxes		–			–			–			–
Net Loss	$	(23,689	)	$	(14,548	)	$	(38,500	)	$	(37,255	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		2,450,148			5,054,985			2,487,674			5,054,985

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

5

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the Six Months Ended January 31, 2021

	Common Stock						Additional					Total
	Number of Shares			Amount			Paid-in Capital		Accumulated Deficit			Shareholders' Deficit
Balance - July 31, 2020		4,751,718		$	475		$	1,127,076	$	(1,378,277	)	$	(250,726	)
Cancellation of common shares by related parties		(2,301,570	)		(230	)		230		–			–
Net loss for the period		–			–			–		(14,811	)		(14,811	)
Balance - October 31, 2020		2,450,148			245			1,127,306		(1,393,088	)		(265,537	)
Net loss for the period		–			–			–		(23,689	)		(23,689	)
Balance - January 31, 2021		2,450,148		$	245		$	1,127,306	$	(1,416,777	)	$	(289,226	)

For the Six Months Ended January 31, 2020

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid-in Capital		Accumulated Deficit			Shareholders' Deficit
Balance - July 31, 2019		5,054,985	$	505	$	1,127,046	$	(1,304,429	)	$	(176,878	)
Net loss for the period		–		–		–		(22,707	)		(22,707	)
Balance - October 31, 2019		5,054,985		505		1,127,046		(1,327,136	)		(199,585	)
Net loss for the period		–		–		–		(14,548	)		(14,548	)
Balance - January 31, 2020		5,054,985	$	505	$	1,127,046	$	(1,341,684	)	$	(214,133	)

The accompanying notes are an integral part of these unaudited condensed financial statements

6

TIANCI INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	January 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(38,500	)	$	(37,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease in prepaid expenses		6,000			6,030
Decrease in accounts payable and accrued liabilities		(7,061	)		(3,722	)
Net cash used in operating activities		(39,561	)		(34,947	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties		39,561			34,947
Net cash provided by financing activities		39,561			34,947
Net change in cash		–			–
Cash - beginning of period		3,968			3,968
Cash - end of period	$	3,968		$	3,968
Supplemental Cash Flow Disclosures
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–
Non-cash financing and investing activities
Cancellation of common shares	$	230		$	–

The accompanying notes are an integral part of these unaudited condensed financial statement

7

TIANCI INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Tianci International, Inc. (“the Company”, “Tianci”) was incorporated under the laws of the State of Nevada, 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. As of the date of this report, the Company is a holding company and has not carried out substantive business operations of its own. The Company’s fiscal year end is July 31.

NOTE 2 – GOING CONCERN

As of January 31, 2021, the Company had $3,968 in cash held in trust. The Company had incurred a net loss of $38,500 and used $39,561 in cash for operating activities for the six months ended January 31, 2021.

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2020 filed on October 5, 2020.

The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Results of the six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021 and any other future periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

8

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $3,968 in cash and cash equivalents as of January 31, 2021 and July 31, 2020.

Fair Value Measurements

The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized.

Basic and Diluted Earnings (Loss) Per Share

Basic earning (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 loss 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 January 31, 2021 and July 31, 2020.

Recent Accounting Pronouncements

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

NOTE 4 – DUE TO RELATED PARTIES

During the six months ended January 31, 2021 and 2020, a shareholder of the Company advanced $39,561 and $34,947 for working capital purpose, respectively.

As of January 31, 2021, and July 31, 2020, the Company owed $298,496 and $258,935, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

NOTE 5 - EQUITY

The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.

On August 4, 2020, the Chief Executive Officer of the Company cancelled 301,570 shares of common stock and Chief Financial Officer of the Company cancelled 2,000,000 shares of common stock.

As of January 31, 2021, and July 31, 2020, there were 2,450,148 shares and 4,751,718 shares of common stock issued and outstanding, respectively.

NOTE 6- SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of January 31, 2021 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are currently a “shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating company.

We were incorporated in the State of Nevada on June 13, 2012. Our current business office is located at No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia. Our telephone number is +6012 697 1115. We do not have a corporate website.

We were initially an exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015) that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and gas operation. We then began exploring opportunities in the computer gaming and application industry.

We engaged in computer game development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off agreement. On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International, Inc." The name change was effected on November 27, 2016, in connection with the merger of us into our then subsidiary, Tianci International Inc.

Effective April 6, 2017, we effectuated a 1-for-40 reverse stock split (the “2017 Reverse Stock Split”) of our issued and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common stock. Common share amounts and per share amounts in these accompanying financial statements and notes have been retroactively adjusted to reflect this reverse stock split.

On August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”), the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company, and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with the Company and the Seller, the “Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017. The Purchasers used personal funds to acquire the Shares.

Upon the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial Officer of the Company. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. The following individuals were also appointed to serve in the positions set forth next to their names below:

Name	Position
Chuah Su Chen	Director, Chief Financial Officer and Secretary
Chuah Su Mei	Director, Chief Executive Officer and President
Yeow Yuen Kai	Director and Chief Technology Officer

Jerry Ooi was appointed to serve as a director effective August 30, 2017. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position on our Board effective August 31, 2019.

Historical Activities

2014 Securities 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 (before the 2017 Reverse Stock Split) (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.

10

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 (before the 2017 Reverse Stock Split) of the Company 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”) (before the 2017 Reverse Stock Split) (subject to adjustment for fractionalized shares as set forth below) of our common to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the 2017 Reverse Stock Split) 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. owned approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

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 Co, we became an independent games development and technology company that specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed primarily for smartphones and tablets (supporting both Android and IOS), in late August of 2015.

On January 29, 2016, Lin resigned from his CEO and sole director positions with Tianci, and Mr. Joshua O’Cock became our CEO, CFO, Secretary and Director.

2016 Securities Sale and Spin-Off

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 that was owned by Brendon Grunewald. 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 had no further interest in Malta Co.

On October 13, 2016, shareholders who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split) of our common stock, representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed therein pursuant to which the purchasers acquired the 2016 Shares for an aggregate purchase price of $150,000. In connection with the sale, a change in control occurred, and Mr. Joshua O’Cock, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all of his director and officer positions with us.

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

Effective November 7, 2016, we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.

11

On January 4, 2017, we issued 19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with the terms and conditions of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 per share for an aggregate purchase price of $98,104. The shares sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were used for working capital purposes.

2017 Securities Sale and Change in Control

On August 3, 2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to the Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of Common Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000. The acquisition consummated on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using her own personal funds. Upon consummation, the former sole executive officer and director of Tianci resigned from all of her positions with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow Yuen Kai were appointed to serve in the positions set forth next to their names below:

Name	Position
Chuah Su Chen	Director, Secretary and Chief Financial Officer
Chuah Su Mei	Director, Chief Executive Officer and President
Yeow Yuen Kai	Director and Chief Technology Officer

Chuah Su Chen and Chuah Su Mei are siblings.

Effective August 30, 2017, Jerry Ooi was appointed to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of Tianci. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019.

2020 Cancellation of Securities

In August 2020, Chuah Su Chen cancelled all shares of common stock held by her and Chuah Su Mei cancelled 604,837 shares of common stock held by her. As a result, Chuah Su Chen does not hold any shares of common stock of the Company and Chuah Su Mei holds 1,793,000 shares. The executive officers elected to cancel their shares to increase the number of shares available for future prospective corporate transactions including financings and acquisitions.

We are in active discussions with an operating business affiliated with our executive officers regarding potential acquisition. There is no assurance that we will be able to successfully acquire such company or any company in the near future.

Limited Operating History; Need for Additional Capital

We have had limited operations and have been issued a "going concern" opinion by our auditor, based upon our reliance on the sale of our common stock and loans from a related party, as the sole source of funds for our future operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the launching of our games and market or wider economic downturns. We do not believe we have sufficient funds to operate our business for the next 12 months.

12

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.

Going Concern

Our financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of January 31, 2021, the Company had working capital deficit of $289,226 and has incurred losses since its inception resulting in an accumulated deficit of $1,416,777. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placements of common stock.

Results of Operations

The following table provides selected financial data about our company as of January 31, 2021 and July 31, 2020 and for the six months ended January 31, 2021 and 2020.

Balance Sheet Data

	January 31,			July 31,
	2021			2020			Change
Cash	$	3,968		$	3,968		$	–
Total assets	$	9,968		$	15,968		$	(6,000	)
Total liabilities	$	299,194		$	266,694		$	32,500
Stockholders' equity (deficit)	$	(289,226	)	$	(250,726	)	$	(38,500	)

Summary Income Statement Data

Three Months Ended January 31, 2021, Compared to Three Months Ended January 31, 2020

	Three Months Ended
	January 31,
	2021			2020			Change
Net Revenue	$	–		$	–		$	–
Total Operating Expenses		12,308			14,548			(2,240	)
Loss From Operations		(12,308	)		(14,548	)		2,240
Other Expenses		11,381			–			11,381
Net Loss	$	(23,689	)	$	(14,548	)	$	(9,141	)

13

Revenue. During the three months ended January 31, 2021, and 2020, we did not generate any revenues.

Operating Expenses. Operating expenses were $12,308 and $14,548 for the three months ended January 31, 2021 and 2020, respectively. Operating expenses mainly consisted of professional fees and general administrative expenses. The decrease in operating expenses resulted primarily from the decrease in professional fees. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

Loss from Operations. For the three months ended January 31, 2021, and 2020, we incurred a loss from operations of $12,308 and $14,548, respectively. The decrease in loss from operations was attributable to the decrease in our professional fees.

Other expenses. For the three months ended January 31, 2021, and 2020, we incurred other expenses of $11,381 and $0, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the three months ended January 31, 2021, and 2020, we incurred a net loss of $23,689 and $14,548, respectively. The increase in net loss was primarily attributable to an income tax penalty.

Six Months Ended January 31, 2021, Compared to Six Months Ended January 31, 2020

	Six Months Ended
	January 31,
	2021			2020			Change
Net Revenue	$	–		$	–		$	–
Total Operating Expenses		27,119			37,255			(10,136	)
Loss From Operations		(27,119	)		(37,255	)		10,136
Other Expenses		11,381			–			11,381
Net Loss	$	(38,500	)	$	(37,255	)	$	(1,245	)

Revenue. During the six months ended January 31, 2021, and 2020, we did not generate any revenues.

Operating Expenses. Operating expenses were $27,119 and $37,255 for the six months ended January 31, 2021 and 2020, respectively. Operating expenses mainly consisted of professional fees and general administrative expenses. The decrease in operating expenses resulted primarily from the decrease in professional fees. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

Loss from Operations. For the six months ended January 31, 2021, and 2020, we incurred a loss from operations of $27,119 and $37,255, respectively. The decrease in loss from operations was attributable to the decrease in our professional fees.

Other expenses. For the six months ended January 31, 2021, and 2020, we incurred other expenses of $11,381 and $0, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the six months ended January 31, 2021, and 2020, we incurred a net loss of $38,500 and $37,255, respectively. The increase in net loss was primarily attributable to decrease in our professional fees offset by an increase with an income tax penalty paid.

Liquidity and Capital Resources

Working Capital

	January 31,			July 31,
	2021			2020			Change
Current Assets	$	9,968		$	15,968		$	(6,000	)
Current Liabilities		299,194			266,694			32,500
Working Capital (Deficit)	$	(289,226	)	$	(250,726	)	$	(38,500	)

14

As of January 31, 2021, we had a working capital deficit of $289,226 as compared to working capital deficit of $250,726 as of July 31, 2020. The increase in working capital deficit was mainly due to an increase in amounts due to related parties, for the payment of operating expenses and income tax penalty.

Cash Flows

	Six Months Ended
	January 31,
	2021			2020
Cash used in operating activities	$	(39,561	)	$	(34,947	)
Cash provided by investing activities	$	–		$	–
Cash provided by financing activities	$	39,561		$	34,947
Net change in cash and cash equivalents	$	–		$	–

Cash Flows from Operating Activities

During the six months ended January 31, 2021, net cash used in operating activities was $39,561, compared to $34,947 for the six months ended January 31, 2020. The increase in net cash used in operating activities was mainly due to the decrease in accounts payable and accrued liabilities and an increase in net loss.

Cash Flows from Investing Activities

During the six months ended January 31, 2021 and 2020, we had no cash flow from investing activities.

Cash Flows from Financing Activities

During the six months ended January 31, 2021, net cash provided by financing activities was $39,561, compared to $34,947 for the six months ended January 31, 2020. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

15

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

• 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 two persons, 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 sitting audit committee 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.

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.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended January 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation*
3.3	Bylaws (1)
4.1	Form of common stock certificate*
4.2	Description of Securities (2)
14.1	Code of Ethics (3)
14.2	Insider Trading Policy (4)
14.3	Disclosure Policy (4)
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*
99.1	Pre-Approval Procedures (5)
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.

(1) Incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012.

(2) Incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K filed on October 10, 2019.

(3) Incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013.

(4) Incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015.

(5) Incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2017.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TIANCI INTERNATIONAL, INC.
	(Registrant)
Dated:  March 9, 2021	/s/ Chuah Su Mei
	Chuah Su Mei
	Chief Executive Officer, President and Director
	(Principal Executive Officer)
Dated:  March 9, 2021	/s/ Chuah Su Chen
	Chuah Su Chen
	Chief Financial Officer, Secretary and Director
	(Principal Financial Officer and Principal Accounting Officer)

18

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chuah Su Mei, certify that:

1.            I have reviewed this quarterly report on Form 10-Q 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.            The registrant’s other certifying officer(s) and I are 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) and 15d-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 fourth fiscal 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.            The registrant’s other certifying officer(s) and I have disclosed, based on my 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:  March 9, 2021

/s/ Chuah Su Mei

Chuah Su Mei

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chuah Su Chen, certify that:

1.            I have reviewed this quarterly report on Form 10-Q 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.            The registrant’s other certifying officer(s) and I are 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) and 15d-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 fourth fiscal 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.            The registrant’s other certifying officer(s) and I have disclosed, based on my 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:  March 9, 2021

/s/ Chuah Su Chen

Chuah Su Chen

Chief Financial Officer, Secretary and Director

( Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Chuah Su Mei, Chief Executive Officer and President of Tianci International, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   the quarterly report on Form 10-Q of Tianci International, Inc. for the period ended January 31, 2021 (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 Tianci International, Inc.

Dated: March 9, 2021

/s/ Chuah Su Mei

Chuah Su Mei

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Chuah Su Chen, Chief Financial Officer and Secretary of Tianci International, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   the quarterly report on Form 10-Q of Tianci International, Inc. for the period ended January 31, 2021 (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 Tianci International, Inc.

Dated: March 9, 2021

/s/ Chuah Su Chen

Chuah Su Chen

Chief Financial Officer, Secretary and Director

(Principal Financial Officer and Principal Accounting Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2021	Mar. 01, 2021
Cover [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-Q
Document Period End Date	Jan. 31, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		2,450,148
Entity Shell Company	true
Entity Small Company	true
Entity Emerging Growth	false
Entity Interactive Current	Yes
Entity File Number	333-184061
Entity Incorporation State	NV

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Current Assets
Cash	$ 3,968	$ 3,968
Prepaid expenses	6,000	12,000
Total Current Assets	9,968	15,968
TOTAL ASSETS	9,968	15,968
Current Liabilities
Accounts payable and accrued liabilities	698	7,759
Due to related parties	298,496	258,935
Total Current Liabilities	299,194	266,694
Total Liabilities	299,194	266,694
Commitments and Contingencies
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized: 2,450,148 shares and 4,751,718 shares issued and outstanding, respectively	245	475
Additional paid-in capital	1,127,306	1,127,076
Accumulated deficit	(1,416,777)	(1,378,277)
TOTAL STOCKHOLDERS' DEFICIT	(289,226)	(250,726)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 9,968	$ 15,968

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2021	Jul. 31, 2020
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	2,450,148	4,751,718
Common stock, shares outstanding	2,450,148	4,751,718

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses
General administrative expenses	238	164	361	246
Professional fees	12,070	14,384	26,758	37,009
Total Operating Expenses	12,308	14,548	27,119	37,255
Loss from operations	(12,308)	(14,548)	(27,119)	(37,255)
Other Income (Expense)
Other expense	(11,381)	0	(11,381)	0
Total other income (expense)	(11,381)	0	(11,381)	0
Loss before Income Taxes	(23,689)	(14,548)	(38,500)	(37,255)
Provision for income taxes	0	0	0	0
Net Loss	$ (23,689)	$ (14,548)	$ (38,500)	$ (37,255)
Basic and diluted loss per common share	$ (0.01)	$ (0.00)	$ (0.02)	$ (0.01)
Basic and diluted weighted average common shares outstanding	2,450,148	5,054,985	2,487,674	5,054,985

XML

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Jul. 31, 2019	5,054,985
Beginning balance, value at Jul. 31, 2019	$ 505	$ 1,127,046	$ (1,304,429)	$ (176,878)
Net loss for the year			(22,707)	(22,707)
Ending balance, shares at Oct. 31, 2019	5,054,985
Ending balance, value at Oct. 31, 2019	$ 505	1,127,046	(1,327,136)	(199,585)
Beginning balance, shares at Jul. 31, 2019	5,054,985
Beginning balance, value at Jul. 31, 2019	$ 505	1,127,046	(1,304,429)	(176,878)
Net loss for the year				(37,255)
Ending balance, shares at Jan. 31, 2020	5,054,985
Ending balance, value at Jan. 31, 2020	$ 505	1,127,046	(1,341,684)	(214,133)
Beginning balance, shares at Oct. 31, 2019	5,054,985
Beginning balance, value at Oct. 31, 2019	$ 505	1,127,046	(1,327,136)	(199,585)
Net loss for the year			(14,548)	(14,548)
Ending balance, shares at Jan. 31, 2020	5,054,985
Ending balance, value at Jan. 31, 2020	$ 505	1,127,046	(1,341,684)	(214,133)
Beginning balance, shares at Jul. 31, 2020	4,751,718
Beginning balance, value at Jul. 31, 2020	$ 475	1,127,076	(1,378,277)	(250,726)
Cancellation of common shares, shares	(2,301,570)
Cancellation of common shares, value	$ (230)	230
Net loss for the year			(14,811)	(14,811)
Ending balance, shares at Oct. 31, 2020	2,450,148
Ending balance, value at Oct. 31, 2020	$ 245	1,127,306	(1,393,088)	(265,537)
Beginning balance, shares at Jul. 31, 2020	4,751,718
Beginning balance, value at Jul. 31, 2020	$ 475	1,127,076	(1,378,277)	(250,726)
Net loss for the year				(38,500)
Ending balance, shares at Jan. 31, 2021	2,450,148
Ending balance, value at Jan. 31, 2021	$ 245	1,127,306	(1,416,777)	(289,226)
Beginning balance, shares at Oct. 31, 2020	2,450,148
Beginning balance, value at Oct. 31, 2020	$ 245	1,127,306	(1,393,088)	(265,537)
Net loss for the year			(23,689)	(23,689)
Ending balance, shares at Jan. 31, 2021	2,450,148
Ending balance, value at Jan. 31, 2021	$ 245	$ 1,127,306	$ (1,416,777)	$ (289,226)

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (38,500)	$ (37,255)
Changes in operating assets and liabilities:
Decrease in prepaid expenses	6,000	6,030
Decrease in accounts payable and accrued liabilities	(7,061)	(3,722)
Net cash used in operating activities	(39,561)	(34,947)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related parties	39,561	34,947
Net cash provided by financing activities	39,561	34,947
Net change in cash	0	0
Cash - beginning of period	3,968	3,968
Cash - end of period	3,968	3,968
Supplemental Cash Flow Disclosures
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash financing and investing activities
Cancellation of common shares	$ 230	$ 0

XML

1. Description of Business

6 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS

Tianci International, Inc. (“the Company”, “Tianci”) was incorporated under the laws of the State of Nevada, 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. As of the date of this report, the Company is a holding company and has not carried out substantive business operations of its own. The Company’s fiscal year end is July 31.

XML

2. Going Concern

6 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

As of January 31, 2021, the Company had $3,968 in cash held in trust. The Company had incurred a net loss of $38,500 and used $39,561 in cash for operating activities for the six months ended January 31, 2021.

The Company’s cash balance and revenues generated are not currently sufficient and cannot be projected to cover operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include attempting to improve its business profitability, its ability to generate sufficient cash flows from its operations to meet its operating needs on a timely basis, obtain additional working capital funds through equity and debt financing arrangements, and restructure on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and continue profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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3. Summary of Significant Accounting Policies

6 Months Ended

Jan. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2020 filed on October 5, 2020.

The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Results of the six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021 and any other future periods.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $3,968 in cash and cash equivalents as of January 31, 2021 and July 31, 2020.

Fair Value Measurements

The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized.

Basic and Diluted Earnings (Loss) Per Share

Basic earning (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 loss 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 January 31, 2021 and July 31, 2020.

Recent Accounting Pronouncements

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

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4. Due to Related Parties

6 Months Ended

Jan. 31, 2021

Related Party Transactions [Abstract]

DUE TO RELATED PARTIES

NOTE 4 – DUE TO RELATED PARTIES

During the six months ended January 31, 2021 and 2020, a shareholder of the Company advanced $39,561 and $34,947 for working capital purpose, respectively.

As of January 31, 2021, and July 31, 2020, the Company owed $298,496 and $258,935, respectively, to a shareholder of the Company. This loan is non-interest bearing and due on demand.

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5. Equity

6 Months Ended

Jan. 31, 2021

Equity [Abstract]

EQUITY

NOTE 5 - EQUITY

The Company has 100,000,000 authorized common shares with a par value of $0.0001 per share.

On August 4, 2020, the Chief Executive Officer of the Company cancelled 301,570 shares of common stock and Chief Financial Officer of the Company cancelled 2,000,000 shares of common stock.

As of January 31, 2021, and July 31, 2020, there were 2,450,148 shares and 4,751,718 shares of common stock issued and outstanding, respectively.

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6. Subsequent Events

6 Months Ended

Jan. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 6- SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of January 31, 2021 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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3. Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended July 31, 2020 filed on October 5, 2020.

The unaudited condensed financial statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP) and are presented in U.S. dollars. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Results of the six months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the year ended July 31, 2021 and any other future periods.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in trust, and all highly liquid debt instruments with original maturities of three months or less. The Company had $3,968 in cash and cash equivalents as of January 31, 2021 and July 31, 2020.

Fair Value Measurements

Fair Value Measurements

The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized.

Basic and Diluted Earnings (Loss) Per Share

Basic and Diluted Earnings (Loss) Per Share

Basic earning (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 loss 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 January 31, 2021 and July 31, 2020.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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2. Going Concern (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jan. 31, 2021	Oct. 31, 2020	Jan. 31, 2020	Oct. 31, 2019	Jan. 31, 2021	Jan. 31, 2020
Going Concern [Abstract]
Cash held in trust	$ 3,968		$ 3,968		$ 3,968	$ 3,968
Net loss	$ (23,689)	$ (14,811)	$ (14,548)	$ (22,707)	$ (38,500)	$ (37,255)

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3. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jan. 31, 2021	Jul. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 3,968
Antidilutive shares	0	0

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4. Due to Related Parties (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jul. 31, 2020
Proceeds from related parties	$ 39,561	$ 34,947
Shareholder [Member]
Due to related parties	298,496	198,373	$ 258,935
Proceeds from related parties	$ 39,561	$ 34,947

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5. Equity (Details Narrative)	Aug. 04, 2020 shares
Chief Executive Officer [Member]
Cancellation of common shares, shares	301,570
Chief Financial Officer [Member]
Cancellation of common shares, shares	2,000,000