Tianci International Inc
For the period ended Jul 31, 2025. Filed Oct 3, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 3, 2025
CIIT$2.40+54.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-07-31; filed 2024-10-22.
0001683168-24-007300
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-07-31; filed 2025-10-03.
0001683168-25-007401
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 47 previous paragraphs and 52 current paragraphs.
21 unchanged; 17 reworded; 14 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report.
Current report
During 2025, we prepared the Company to expand into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions and building up inventory. We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.
Current report
On April 11, 2025, we completed a $7 million initial public offering and became a listed company on Nasdaq.
Current report
Results of Operation
Current report
Comparison of the years ended July 31, 2025 and 2024
Current report
As we pivoted to the logistics service business, our revenue streams for the years ended July 31,2025 and 2024 are categorized as follows: the logistics service revenue represented 97% of our total revenue in both of the years ended July 31, 2025 and 2024. We believe this trend will continue as we keep growing our logistics business line, and the proportion of our historical product and other services revenue is likely to keep decreasing.
Current report
Our cost of revenues from our revenue categories are summarized as follows:
Current report
Total cost of revenue increased by 17% from $7,562,086 to $8,832,874 for the year ended July 31, 2025. The change was in line with changes in revenue in each period. However, the rate of cost increase has outpaced that of revenue in the same period as we continue to experience growing costs from our logistics vendors but kept our service price to our customers relatively stable.
Current report
Margins
Current report
Our gross profit decreased from $1,055,179 to $450,123 for the year ended July 31, 2025. The decrease in gross profit was primarily attributable to a higher growth rate on logistics costs as compared to the growth rate on logistics revenue as we continue to experience rising logistics costs while our service price remains relatively stable. For the year ended July 31, 2025, our overall gross profit margin was 4.85%, a decrease from gross profit margin of 12.24% for the year ended July 31, 2024. We are currently adopting a customer-friendly pricing strategy to build up our market share quickly. As we continue to grow, we plan to further diversify our service region to include long-distance shipping lines, which generally produce higher profit margins as compared to short-distance shipping lines within East Asia. Our negotiation power over service vendors would also grow as our business grows, and vice versa. In 2025, we have prepared for an expansion into the global trade of bulk chrome and manganese ore, marking our entry into the global commodity trading arena. Leveraging our core resource control capabilities and supply chain integration strengths, this business is expected to gradually become a new profit driver for the company.
Current report
There was a significant increase in operating expenses in the year ended July 31, 2025 as compared to the same period in the last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. There was an increase of $2,406,376 in our general and administrative expenses, from $520,884 for the year ended July 31, 2024 to $2,927,260 in the year ended July 31, 2025. The significant increase in general and administrative expenses was primarily attributable to 1) a charge of approximately $ 500,000 as we entered into an agreement with a vendor who will identify logistics service companies that are candidates for acquisition; 2) a charge of approximately $ 500,000 as we entered into an agreement with a vendor who will provide public relations services relating to our listing on Nasdaq; 3) a one-time cash bonus of $ 480,000 to certain members of management for successfully completing our public offering; 4) a representative warrant with a value of $158,412 that we issued to a consultant, the warrant having vested immediately and being exercisable in six months after issuance; 5) an increase of $119,140 in accounting and audit related expenses; 6) an increase of approximately $245,000 for commercial service consulting fees. The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which was $230,778 for the year ended July 31, 2025, as compared to $365,992 for the same period in last fiscal year. The reduction evidences our efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.
Current report
Our income tax expenses amounted to $5,833 and $35,906 for the years ended July 31, 2025 and 2024, respectively. The change was due to the loss we incurred this year as a result of increases in operating expenses.
Current report
Net cash of $3,225,714 used in operating activities for the year ended July 31, 2025 was primarily the result of our net loss of $ 2,686,357. In addition, we recorded an increase of $ 215,346 in inventory, an increase of $380,737 in prepayment and other current assets, a decrease of $46,087 in income taxes payable, and a decrease of $52,395 in accrued liabilities, all of which brought our net use of cash to $3,225,714.
Current report
Net cash provided by financing activities for the year ended July 31, 2025 was $5,217,937, which is primarily the proceeds from our public offerings in the net amount of $5,439,333, which was partially offset by repayment of $10,771 to a related party and $219,125 in deferred offering costs related to our public offering.
Removed paragraphs (9)
Previous report
For the year ended July 31, 2024, our total revenue increased significantly to $8,617,265 from $452,409 for the year ended July 31, 2023. The increase was mainly attributable to the launch and growth of our global logistics service, which contributed 97% of our revenue in the year ended July 31, 2024.
Previous report
The rest of our business lines represent a relatively small percentage of our revenue in 2024. We expect this trend to continue in the foreseeable future.
Previous report
Total cost of revenues increased from $456,494 to $7,562,086 for the year ended July 31, 2024. The increase was in line with the growth of our global logistics services.
Previous report
The breakdown of our cost of revenues is summarized as follows:
Previous report
Our total gross profit increased by $1,059,264 to $1,055,179 for the year ended July 31, 2024. The increase in gross profit was primarily attribute to the launch and growth of our global logistics service, as discussed above. For the year ended July 31, 2024, our total gross profit margin was 12.24%, an increase from gross loss of 0.9% for the year ended July 31, 2023. Our gross margin from our dominant business line global logistics service was10.67% for the year ended July 31, 2024. We anticipate that the gross margin realized from logistics services is likely to increase in the future as demand picks up post-pandemic with relatively stable global logistics supply.
Previous report
As our business grew, there was a significant increase in our total operating expenses, which were $886,876 for the year ended July 31, 2024 as compared to $339,909 for the year ended July 31, 2023. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. The increase was mainly due to the increased commission expenses we paid to agents for referring global logistics customers, and professional fees in relation to our proposed public offering.
Previous report
Our income tax expense amounted to $35,906 for the year ended July 31, 2024 as compared to $12,095 for the year ended July 31, 2023. The change was due to the increase in revenue generated during the period.
Previous report
Despite our net loss of $356,089 for the year ended July 31, 2023, net cash was provided by operating activities, primarily because our accounts receivable balance decreased by $737,663 during the period, as we made efforts on the collection process. The decrease was offset by a decrease of $447,292 in our accounts payable balance as we used the accounts payable proceeds to settle our liabilities to our vendors. In addition, our operating loss of $356,089 included $210,000 in stock compensation, a noncash expense.
Previous report
Net cash used in financing activities for the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related party in the amount of $341,885. This cash outflow was partially offset by $31,490 in working capital advance from related parties, $84,503 in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580, the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.
Reworded paragraphs (17)
Previous wording
Our primary line of business is global logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
Current wording
Our primary line of business is global shipping logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking, the transportation arrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.
Previous wording
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.
Current wording
For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carriers or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.
Previous wording
Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue during year ended July 31, 2024. Shufang Gao, our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.
Current wording
Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao, our Chief Executive Officer, previously worked for a globally renowned shipping conglomerate, acquiring over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea and Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.
Previous wording
Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.
Current wording
Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.
Previous wording
Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a number of factors which are set forth below.
Current wording
Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a multitude of factors. Among the significant factors are:
Previous wording
Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Current wording
Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Previous wording
International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic or social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of their direct customers that are beyond their control. If sales in a particular geographical market in which our direct customers target operate in decline, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward and adversely affect our results of operations.
Current wording
International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic and social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of our direct customers that are beyond our control. If sales in a particular geographical market in which our direct customers operate decline, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.
Previous wording
Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fee that we paid to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively control the cost.
Current wording
Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fees that we pay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlling the cost.
Previous wording
For the year ended July 31, 2024 and 2023
Current wording
Our total revenue increased by 8%, or $665,732, to $9,282,997 for the year ended July 31, 2025, from $8,617,265 for the year ended July 31, 2024. The increase was primarily attributable to an increasing customer base, especially the number of high-paying customers that each contributed more than $100,000 in this period.
Previous wording
Our cost of revenues from global logistics services represented 98% of total cost of revenues for the year ended July 31, 2024. Cost of global logistics services primarily include the cargo space charged by direct ocean carriers, fees charged by freight forwarders, fees charged for ancillary logistics services, and compensation expenses we paid to our logistics employees.
Current wording
Our cost of revenues from global logistics services represented 98% of total cost of revenues during both of the years ended July 31, 2025 and 2024. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.
Previous wording
Our gross profits and gross margin of each business line are summarized as follows:
Current wording
Our gross profits from each of our revenue categories are summarized as follows:
Previous wording
Total net income was $110,320 for the year ended July 31, 2024. As the Company owns only 90% shares of its operating subsidiary, Roshing, 10% of net income generated by Roshing was attributed to the minority interest. As a result, the net income for the year ended July 31, 2024 attributable to the shareholders of the Company was $54,450. In comparison, during the year ended July 31, 2023, the Company incurred a net loss of $341,210. We believe our pivot to the logistics market gives our shareholders an opportunity to benefit from the opportunity presented by this market as the global economy recovers from the pandemic.
Current wording
As a result of the foregoing, we incurred a net loss of $2,686,357 and a net income of $110,320 for the years ended July 31, 2025 and 2024, respectively. As the Company owns only 90% of its operating subsidiary, Roshing, 10% of the net income realized by Roshing was attributed to the minority interest. Therefore, the net loss for the years ended July 31, 2025 and 2024 attributable to the shareholders of the Company was $2,640,789 and a net income of $54,450, respectively.
Previous wording
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of July 31, 2024, we had working capital of $788,354, as our cash amounted to $413,129, our current assets were $910,305 and our current liabilities were $121,951. To date, we have financed our operations primarily through capital contributions and advances from shareholders, as well as private investors. At July 31, 2024 we owed $2,271 to our related parties (See Note 4 to the financial statements).
Current wording
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of July 31, 2025, despite a net loss of $2,686,357 for the year ended July 31, 2025, we had working capital of $2,905,601, which consisted primarily of cash in the amount of $ 2,405,352 that was a portion of the amount we received upon the completion of our public offering. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.
Previous wording
We believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.
Current wording
We believe that our liquidity and working capital will be sufficient to sustain our business operations for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.
Previous wording
We started providing logistics services during the quarter ended October 31, 2023. Although the business grew rapidly this year, we may require significant capital expenditure in order to obtain additional market share. If we determined that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be in place or on terms acceptable to us, if at all.
Current wording
We started providing shipping & freight forwarding services in 2023. Although the business grew quickly, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Previous wording
The following table summarizes the key components of our cash flows for the years ended July 31, 2024 and 2023.
Current wording
The following table summarizes the key components of our cash flows for the years ended July 31,2025 and 2024.
Previous wording
The company had no investing activities during the year ended July 31, 2024 and 2023.
Current wording
The company had no investing activities during the years ended July 31, 2025 and 2024.