Tianci International, Inc.
For the period ended Jul 31, 2026. Filed Nov 4, 2026.
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.
FY2026 · Filed Nov 4, 2026
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 2025-07-31; filed 2025-10-03.
0001683168-25-007401
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-07-31; filed 2026-11-04.
0001683168-26-008309
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 52 previous paragraphs and 52 current paragraphs.
26 unchanged; 14 reworded; 12 added; 12 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 (12)
Current report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
Development of Our Mineral Trading Business. In addition to our global logistics services, we have recently expanded into mineral trading, under which we source mineral products at competitive prices and resell them to downstream customers. The successful performance of this new business line will depend on a number of factors. First, our ability to identify reliable upstream suppliers and obtain stable mineral supply at favorable prices is critical to maintaining adequate margins. Volatility in global commodity prices, changes in supply–demand dynamics, or disruptions in mineral production regions could significantly affect our purchase costs and profitability. Second, our mineral trading activities rely heavily on maritime logistics, and we seek to utilize our own arranged shipping whenever possible to optimize cost efficiency. Therefore, increases in freight rates, port congestion, vessel availability, geopolitical tensions affecting sea routes, or unexpected disruptions in international logistics may materially impact our operating results. Third, mineral trading is subject to various international trade, customs, and inspection regulations. Any changes in export or import controls, environmental or product-quality requirements, sanctions, or other compliance obligations could restrict our ability to trade certain minerals or increase compliance costs. If we are unable to secure stable sources of mineral products at reasonable prices, or if logistics conditions or regulatory requirements become less favorable, our financial performance and growth prospects related to this business line may be materially and adversely affected.
Current report
Comparison of results for the years ended July 31, 2026 and 2025
Current report
For the year ended July 31, 2026, our total revenue increased significantly to $14,242,611 from $9,282,997 for the year ended July 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $4,409,563 to our total revenue for year ended July 31, 2026, representing approximately 31% of our revenue in the year ended July 31, 2026. Revenue generated from our core global logistics services decreased $66,687 or 0.74%, to $8,939,720 for the year ended July 31, 2026 from $9,006,407 for the year ended July 31, 2025. The logistics service revenue represented approximately 63% of our total revenue in the year ended July 31, 2026. Other service revenue, which contributed approximately 7% of our total revenue for the year ended July 31, 2026, increased by $616,738, approximately 223%, from $276,590 for the year ended July 31, 2025 to $893,328 for the year ended July 31, 2026. The increase in other service revenue was primarily driven by growth in business consulting services resulting from increased client demand for international business development. Going forward, we believe our consulting services revenue will continue to expand. On September 9, 2026, we entered into a cryptocurrency mining machine hosting agreement with BTC Digital Ltd. Under the agreement, BTC Digital Ltd. will provide hosting, installation and testing, and ongoing operations and maintenance services for the equipment, including support for connecting the equipment to its operating infrastructure in the United States. Deployment and commencement of operations are subject to equipment delivery, acceptance, transportation, installation and testing. We expect to start generating crypto mining revenues in the near future.
Current report
Total cost of revenue increased by 49% from $8,832,874 to $13,184,735 for the year ended July 31, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $82,043, or 1% for the year ended July 31, 2026.
Current report
Our total gross profit increased by $607,753, or approximately 135%, to $1,057,876 for the year ended July 31, 2026. For the year ended July 31, 2026, our overall gross profit margin was 7.43%, an increase from gross profit margin of 4.85% for the year ended July 31, 2025. The Company's overall gross profit margin is affected by both the gross profit margins achieved within each business line and the revenue mix among its business segments. Because Other Services typically generate higher gross profit margins than Global Logistics Services and Sales of Mineral Products, an increase in the proportion of revenue from Other Services generally results in a higher consolidated gross profit margin. In addition, political disputes, including the imposition of tariffs on a large portion of the world’s international trade, reduced the demand for shipping logistics as well as the profitability of the mineral trades.
Current report
Gross margin from our core logistic service operations decreased to 2.29% for the year ended July 31, 2026 compared to 3.39% in prior year, as a result of growing competition in certain marine routes. Gross margin from our mineral products was 7.43% for the year ended July 31, 2026, we maintained a relatively low margin for mineral trading business at this stage to stay competitive and to acquire market share. We are likely to adjust our pricing strategy to improve our mineral trading business profit margin when we reach sufficient market share. In the meanwhile, we are actively expanding and diversifying our supplier base for its mineral products sales business in an effort to enhance procurement flexibility, achieve success in pricing affairs, and achieve greater control over procurement costs. There was a slight increase in gross profit margin for other services to 7.43% for the yar ended July 31, 2026 as compared to 4.85% in prior year. The increase in gross profit from other services revenue was primarily attributable to lower service costs, as the Company utilized its in-house personnel to perform services that were previously partially outsourced to third-party service providers, resulting in reduced external labor expenses.
Current report
Looking forward, our consolidated gross margin performance will depend largely on our ability to optimize our logistics route mix, effectively manage mineral procurement costs, our ability on pricing negotiation, and maintain a favorable business mix.
Current report
There was an increase in operating expenses in the year ended July 31, 2026, as compared to the prior fiscal year, as both selling and marketing expenses and general and administrative expenses increased. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. The increase of $302,894 in our general and administrative expenses, from $2,927,260 for the year ended July 31, 2025 to $3,230,154 in the year ended July 31, 2026, was primarily attributable to additional employee stock compensation in the 2026 fiscal year compared to the 2025 fiscal year. And the increase of $51,589 in selling expenses, from $230,778 for the year ended July 31, 2025 to $282,367 for the year ended July 1, 2026, was primarily attributable to an advertising expense of $66,186 that we place on social media platform to promote our core business.
Current report
Net cash of $2,199,382 used in operating activities for the year ended July 31, 2026 was primarily the result of our net loss of $2,454,798, an increase of $452,800 in accounts receivable, a decrease of $53,665 in income taxes payable, a decrease of $63,636 in operating lease liabilities, and a decrease of $14,948 in accounts payable. The cash outflow was partially offset by a non-cash stock compensation expense of 352.000, a $271,556 decrease in inventory, a decrease of $88,756 in prepayment and other current assets, an increase of $66,577 in advances from customers, and amortization of operating lease right-of-use assets of $60,769.
Current report
Our only investing activity during the year ended July 31, 2026 a purchase of equipment for $153,500. We made no investments during the year ended July 31, 2025..
Current report
Net cash provided in financing activities for the years ended July 31, 2026 and 2025 was 4,390,512 and $5,217,937, which was attributable to a follow-on offering in 2026, and our initial public offering in 2025.
Removed paragraphs (12)
Previous report
Comparison of the years ended July 31, 2025 and 2024
Previous report
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 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
Income tax expense
Previous 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.
Previous report
Net cash of $112,740 provided by operating activities for the year ended July 31, 2024 was primarily the result of net income of $110,320. A $35,906 increase in income taxes payable and $21,498 increase in accrued liabilities were offset by an noncash item, $24,953 of debt forgiven by a related party, and a decrease of $29,070 in our advances from customers account.
Previous report
The company had no investing activities during the years ended July 31, 2025 and 2024.
Previous 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.
Previous report
Net cash provided by financing activities for the year ended July 31, 2024 was $44,047, as the proceeds of $513,213 that we received from a private placement offering was partially offset by the $495,356 in fees that we paid to various service providers in anticipation of a public offering of stock.
Reworded paragraphs (14)
Previous wording
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 wording
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 contains 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 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.
Previous wording
RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including shipping operation management. We also generate a small portion of our revenue from our non-core businesses that we carry on through Roshing, including software development services, consulting services, and the sale of electronic parts.
Current wording
RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and was initially engaged in providing business services, such as software development, consulting and the sale of electronic parts. Since 2023 Roshing has been primarily engaged in logistics solutions, including shipping operation management. Commencing in the first quarter of fiscal year 2025, Roshing has also been engaged in the resale of mineral ores, specifically chromium and manganese. Roshing also continues to generate a portion of our revenue from providing business and equipment services.
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 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.
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 China. Roshing’s logistics services also include the shipment of goods to African countries.
Previous wording
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 wording
Starting in July 2025, we have expanded the scope of our operations to include global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale.In the fiscal year just ended, our revenue from the sale of minerals accounted for 31% of our overall annual revenue. Looking forward, 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.
Previous 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.
Current wording
Finally, in the year ended July 31, 2026, Roshing generated 6% of its revenue from its original business: the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.
Previous wording
On April 11, 2025, we completed a $7 million initial public offering and became a listed company on Nasdaq.
Current wording
On April 11, 2025, we completed a $7 million public offering and became a listed company on Nasdaq.
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, 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 primarily 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 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.
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, particularly 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, which are beyond our control. If sales decline in a particular geographical market in which our direct customers operate, 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 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.
Current wording
Our cost of global logistics services represented 66.3% and 97.7% of total cost of revenues during the years ended July 31, 2026 and 2025, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 31.0% of total cost of revenues during the year ended July 31, 2026.
Previous wording
Our gross profits from each of our revenue categories are summarized as follows:
Current wording
Our gross profit from each of our revenue categories is summarized as follows:
Previous 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.
Current wording
As a result of the foregoing, we incurred a net loss of $2,454,798 for the year ended July 31, 2026, and a net loss of $2,686,357 for the year ended July 31, 2025. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income or loss realized by Roshing was attributed to the minority interest. Therefore, the net loss for the year ended July 31, 2026 and 2025 attributable to the shareholders of the Company was $2,373,960 and $2,640,789, 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, 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.
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 expense obligations. As of July 31, 2026, we had working capital of $5,328,838. 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 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.
Current wording
We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business in July 2025. We also expect to start crypto mining business in 2027. Although the shipping and mineral businesses grow, they continue to operate at a loss. And our future profitability of Crypto mining business line would depend largely on market price of Bitcoin. Unless we can achieve profitable operations, we may require significant capital investment in order to fund growth, such as capital for acquiring transportation assets, or 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 31,2025 and 2024.
Current wording
The following table summarizes the key components of our cash flows for the year ended July 31, 2026 and 2025.