Tianci International, Inc.

For the Years Ended July 31, 2026 and 2025

NOTE 1 –NATURE OF BUSINESS AND ORGANIZATION

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

RQS United Group Limited (“RQS United”) is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary. Roshing International Co., Limited (“Roshing”), which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in providing global logistics services. However, in the first quarter of fiscal year 2026, Roshing initiated the launch of a new mineral ore trading business line, aiming to diversify its revenue streams while further enhancing the synergies between the new business line and its existing logistic service business line. 37.2% of its revenue for the year ended July 31, 2026 was derived from its business lines other than global logistics: sales of electronic device hardware components, development of logistics software and websites, technical consulting, software maintenance and revenue from sales of chrome ore. Roshing’s business is primarily carried out in Hong Kong.

On February 13, 2023, the Company incorporated a wholly-owned subsidiary, Tianci Group Holding Limited (“Tianci Group Seychelles”), in the Republic of Seychelles. To date, Tianci Group Holding Limited has not carried on any business operations. On July 15, 2026, Tianci Group Holding Limited, had completed the incorporation of Ridgcore Resources (Private) Limited (“Ridgcore”) in Zimbabwe. Ridgcore is an indirect wholly-owned subsidiary of the Company and was established to support the Company’s mineral products business in Zimbabwe, including local warehousing, logistics coordination and related operational activities. To date, Ridgcore has carried on limited business operations.

As of July 31, 2026, the Company’s subsidiaries include Roshing, in which the Company holds a 90% equity interest through its wholly-owned subsidiary, RQS United, and Ridgcore, which is wholly owned through Tianci Group Holding Limited.

Reorganization

On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 90% of the equity in Roshing International Co., Limited (“Roshing”), which is engaged in the business of providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 21,429 shares (reflecting the March 2026 and July 2026 reverse stock splits; 1,500,000 shares on a pre-split basis) of the Company's common stock and paid a cash price of $350,000 (the “Share Exchange”). Pursuant to the Exchange Agreement, the Company also issued a total of 10,000 shares (reflecting the March 2026 and July 2026 reverse stock splits; 700,000 shares on a pre-split basis) of the Company's common stock to nine employees or affiliates of Roshing to induce continued services to Roshing.

As a result of the Share Exchange, RQS United became the Company's wholly-owned subsidiary and the former RQS United stockholder became the Company's controlling stockholder. The share exchange transaction was treated as a reverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when the Company refers in this report to business and financial information for periods prior to the consummation of the reverse acquisition, the Company is referring to the business and financial information of RQS United and its consolidated subsidiaries, Roshing and Ridgcore.

Prior to the Share Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Company ceased to be a shell company.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).

Principles of consolidation

The consolidated financial statements include the financial statements of Tianci and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 periods. Actual results could differ from these good faith estimates and judgments.

Foreign currency translation and transactions

The Company uses the U.S. dollar as its reporting currency and functional currency. Transaction gains and losses are recognized in the consolidated statement of operations.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on hand and bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in the United States and Hong Kong.

Accounts receivable, net

Accounts receivable include trade accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. As of July 31, 2026 and 2025, no allowance for doubtful accounts was deemed necessary.

Prepayment and other current assets

Prepayment and other current assets include cash deposited or advanced to vendors for purchasing goods or services that have not been received or provided. This amount is refundable and bears no interest. Prepayment and other current assets are classified as either current or non-current based on the terms of the respective agreements. Prepayment and other current assets are generally unsecured and reviewed periodically for impairment. As of July 31, 2026 and 2025, the Company madeno allowance for impairment.

Property and Equipment

Equipment are stated at cost and consist of mobile mining equipment. Equipment is depreciated over its estimated useful life and the related depreciation expense is computed using the straight-line method.

The estimated useful lives are as follows:

Inventory

Inventories of mineral ore and hardware are stated at the lower of cost or estimated realizable value. Cost includes the Company’s cost of acquiring mineral ore or hardware products. The cost is charged to cost of products sold on a weighted average basis. Management periodically compares the cost of inventory with its net realizable value, and will establish an allowance to adjust its inventories to their respective net realizable value (“NRV”) if NRV is lower than cost. As of July 31, 2026 and 2025, the Company madeno allowance for inventory.

Fair Value Measurements

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standard defines fair value, establishes as a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Financial instruments included in current assets and current liabilities (such as cash, accounts receivable, due from related party, accounts payable, and due to related parties) are reported in the consolidated balance sheets at cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Warrant Accounting

The Company evaluated the common warrants, pre-funded warrants and placement agent warrants under ASC 480 and ASC 815-40 and determined that all three classes qualified for equity classification at issuance. Proceeds from the offering were allocated to the equity instruments based on their relative fair values at issuance, and qualifying direct issuance costs were recorded as a reduction of additional paid-in capital.

Equity-classified warrants are not subsequently remeasured at fair value. Upon exercise, the historical carrying amount of the warrants, together with any cash proceeds received, is transferred to common stock and additional paid-in capital.

Revenue recognition

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606. This standard requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identifies the contract with the customer, (ii) identifies the performance obligations in the contract, (iii) determines the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocates the transaction price to the respective performance obligations in the contract, and (v) recognizes revenue when (or as) the Company satisfies the performance obligations.

The Company records revenue net of sales taxes, which are subsequently remitted to governmental authorities and are excluded from the transaction price.

The Company’s revenue recognition policies are as follows:

a. Global Logistics Services

The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets.

The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event.

The Company typically satisfies its performance obligations at a point in time when freight is shipped to a destination port and accepted by its customer. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues.

The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases the Company acts as an indirect carrier. When acting as an indirect carrier, the Company issues a Fixture Note to the customer as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, the Company receives a Master Ocean Bill of Lading.

The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis.

b. Revenue from Mineral Sales

The Company sells ore to domestic and international customers under sales contracts that typically specify: product grade and specification, moisture content adjustment (wet metric tons vs. dry metric tons), pricing mechanisms, shipping terms (e.g., FOB, CIF, CFR, DAP), and quality inspection arrangements. Revenue is recognized at the point in time when control of the ore transfers to the customer, which is determined based on the relevant Incoterms. No post-delivery services or warranties are provided. Revenue is adjusted for final dry-ton conversion and final chemical assay reports issued by independent inspection companies. Where the final assay results or moisture adjustments are not available at shipment date, the Company estimates the revenue based on provisional pricing. The difference between the estimated price and final settlement price is recognized as adjustment to revenue when information becomes available.

c. Other Products and Services

***c1.***Electronic Device Hardware Components Products Sales

The Company is a distributor of electronic device hardware components and generates revenue through resale of these components. The Company’s products include high performance computer chips, Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens, and touch screens. In accordance with ASC 606, Revenue Recognition: Principal Agent Consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASC 606: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfillment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly; 2) The Company is exposed to inventory risk before transfer of control to customers; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis.

Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns have been historically insignificant.

c2.* Software and Website Development Services*

The Company generates revenue by developing customized freight shipping and related logistic software and websites, which are generally on a fixed-priced basis. The software helps wholesalers, ecommerce retailers, and freight shipping providers to manage complex workflows and improve work efficiency. The Company generally has no enforceable right to payment for performance completed to date and is only entitled to payment after software is fully developed, delivered, tested, and accepted by the customer. As a result, revenues from software development contracts are recognized at a point in time when services are fully rendered, and written acceptances have been received from customers.

***c3.***Technical Consulting and Training Services

The Company provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Services are generally carried out on a per-time fixed rate basis. Revenue is recognized at a point in time when service is rendered and the customer confirms the completion of consulting or training.

***c4.***Software Maintenance and Business Promotion Services

The Company provides software maintenance services to keep customers’ software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period.

c5*. Business Consulting Services*

The Company provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, case analysis, and preparing related application paper works. The Company charges a flat fee for the visa application services. Revenue is recognized at a point in time when an application is submitted with proper authorities.

Cost of revenues

For global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

For revenue from mineral sales, the cost of revenue consists primarily of the expense incurred by the Company in purchasing the mineral ore, insurance fee and shipping costs during the sales process.

For electronic goods, consulting and services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid to the Company’s service vendor.

Advertising costs

Advertising costs amounted to $79,597 and $3,559 for the years ended July 31, 2026 and 2025, respectively. Advertising costs are expensed as incurred and included in selling and marketing expenses.

Operating leases

Effective August 1, 2022, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedient that does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

Lease payments for an operating lease transitioning to ASC 842 using the effective date are based on future payments at the transition date and on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception; therefore, operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations.

Income taxes

The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items which are non-taxable or non-deductible. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable income (loss). In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the statements of operations, except when it is related to items credited or charged directly to equity, in which case the deferred tax is dealt with in equity. Net deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the net deferred tax asset will not be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax for uncertain tax positions are classified as income tax expenses in the period incurred.

During the year ended July 31, 2025, the Company received a refund of $24,953 from the IRS for a penalty previously charged. The refund is included in other income in the statements of operations for the year ended July 31, 2025.

The Hong Kong tax returns filed for the 2020/2021 tax year and subsequent years are subject to examination by the applicable tax authorities.

The US tax returns filed for 2023 and subsequent years are subject to examination by the applicable tax authorities.

Earnings (loss) per share

The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common stock outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential common stock (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that has an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of July 31, 2026 and 2025, there were 0 and 8,000,000 dilutive shares on a pre-reverse split basis related to the outstanding convertible Series B Preferred Stock. Each outstanding share of Series B is convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate.

Noncontrolling Interests

The noncontrolling interest recorded in the financial statements represents the minority shareholder’s 10% ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separate from stockholders’ equity attributable to Tianci. The noncontrolling interest in the results of Roshing is presented on the consolidated statements of operations as allocations of the total income or loss recorded by Roshing between the noncontrolling interest holder and the shareholder of RQS United, which is the Company.

Related parties

Parties, which can be a corporation, other business entity, or an individual, are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated Financial Statements.

NOTE 3 –PREPAYMENT AND OTHER CURRENT ASSETS

Prepayment and other current assets consisted of the following:

NOTE 4 –RELATED PARTIES BALANCES AND TRANSACTIONS

Employment agreements with officers and director retainer agreements

Tianci currently maintains three employment agreements with its officers and seven director retainer agreements with its directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $8,000 per month as of July 31, 2026.

For the years ended July 31, 2026 and 2025, the Company incurred management compensation expenses of $338,002 and $253,500, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statements of operations.

NOTE 5 –STOCKHOLDERS EQUITY

On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value,80,000 shares of Series A Preferred Stock, $0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value. Subsequently, on April 24, 2024,80,000 shares of Undesignated Preferred Stock were designated as Series B Preferred stock.

On February 18, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to amend its authorized capital structure. Pursuant to the amendment, the Company increased its authorized capital stock to 2,020,080,000 shares consisting of: (i)2,000,000,000 shares of common stock, par value $0.0001 per share, (ii)80,000 shares of Series A Preferred Stock, par value $0.0001 per share, (iii)80,000 shares of Series B Preferred Stock, par value $0.0001 per share, and (iv)19,920,000 shares of undesignated preferred stock, par value $0.0001 per share.

The following table sets forth information, as of July 31, 2026, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc.

Series A Preferred Stock

Each share of Series A Preferred Stock was convertible by the holder of the share into 1.43 shares (reflecting the March 2026 and July 2026 reverse stock splits; 100 shares on a pre-split basis) of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock had voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock was convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock was entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On January 19, 2024, all 80,000 shares of the Series A Preferred Stock were converted into 8,000,000 shares of Company common stock on a pre-split basis.

Series B Preferred Stock

Each share of Series B Preferred Stock may be converted by the holder of the share into 1.43 shares (reflecting the March 2026 and July 2026 reverse stock splits; 100 shares on a pre-split basis) of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series B Preferred Stock has voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series B Preferred Stock is entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On November 5, 2025, all 80,000 shares of the Series B Preferred Stock were converted into 8,000,000 shares of Company common stock on a pre-split basis.

Undesignated Preferred Stock

The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Issuances of Preferred Stock and Common Stock

On January 19, 2024 the Company sold an aggregate of 6,359 shares (reflecting the March 2026 and July 2026 reverse stock splits;445,109 shares on a pre-split basis) of its common stock to five present or former members of the Company’s Board of Directors for an aggregate price of $44,511 or $7.00 per share (reflecting the March 2026 and July 2026 reverse stock splits; $1.00 per share on a pre-split basis). The purchasers included Zhigang Pei, who received 3,156 shares (reflecting the March 2026 and July 2026 reverse stock splits; 220,909 shares on a pre-split basis) in settlement of a loan by Mr. Pei to the Company in the amount of $220,909, and five present or former members of the Company’s Board of Directors, who received an aggregate of 3,203 shares (reflecting the March 2026 and July 2026 reverse stock splits; 224,200 shares on a pre-split basis) ;Zhigang Pei – 1,574 shares (reflecting the March 2026 and July 2026 reverse stock split; 110,200 shares on a pre-split basis); David Wei Fang – 923 shares (reflecting the March 2026 and July 2026 reverse stock splits; 64,600 shares on a pre-split basis); Jack Fan Liu – 316 shares (reflecting the March 2026 and July 2026 reverse stock split; 22,100 shares on a pre-split basis), Jimmy Weiyu Zhu – 74 shares (reflecting the March 2026 and July 2026 reverse stock splits; 5,200 shares on a pre-split basis); and Yee Man Yung - 316 shares (reflecting the March 2026 and July 2026 reverse stock splits; 22,100 shares on a pre-split basis)). All 6,359 shares (reflecting the March 2026 and July 2026 reverse stock splits; 445,109 shares on a pre-split basis) were issued in satisfaction of the Company’s liability to the shareholders for unpaid compensation.

On January 19, 2024 the Company issued 114,286 shares (reflecting the March 2026 and July 2026 reverse stock splits;8,000,000 shares on a pre-split basis) of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital’s exercise of its right to convert 80,000 shares of the Company’s Series A Preferred Stock into 114,286 shares (reflecting the March 2026 and July 2026 reverse stock split; $8,000,000 shares on a pre-split basis) of common stock.

On January 24, 2024 the Company sold an aggregate of 6,189 (reflecting the March 2026 and July 2026 reverse stock splits;433,213 shares on a pre-split basis) shares of its common stock to nine investors for an aggregate price of $43,321 or $7.00 per share (reflecting the March 2026 and July 2026 reverse stock splits; $1.00 per share on a pre-split basis). The shares were issued in a private offering to investors.

On April 24, 2024, the Company sold 80,000 shares of its Series B Preferred Stock to RQS Capital Limited for a cash payment of $80,000.

On April 11, 2025, the Company closed its public offering of 25,000 shares (reflecting the March 2026 and July 2026 reverse stock splits;1,750,000 shares on a pre-split basis) of common stock. The shares were priced at $280.00 per share (reflecting the March 2026 and July 2026 reverse stock splits; $4.00 per share on a pre-split basis), and the offering was conducted on a firm commitment basis. The Company’s common stock was approved for uplisting to the Nasdaq Capital Market from the OTC Markets and commenced trading under the ticker symbol “CIIT” on April 10, 2025.

On November 5, 2025, all issued and outstanding 80,000 shares of the Series B Preferred Stock were converted into 114,286 shares (reflecting the March 2026 and July 2026 reverse stock splits;8,000,000 shares on a pre-split basis) of Company common stock.

On January 28, 2026, the Company acquired hardware inventory with a total purchase price of $323,400. As consideration for the purchase, the Company issued 11,429 shares (reflecting the March 2026 and July 2026 reverse stock splits;800,000 shares on a pre-split basis) of its common stock to the vendor. The common shares were measured at their fair value of approximately $288,000 on the transaction date, based on the quoted market price of the Company’s common stock. The difference between the fair value of the equity consideration issued and the total purchase price of the inventory was recognized as a $35,400 payable to the vendor, which was recorded within accounts payable as of the transaction date.

Issuances of warrants

On April 11, 2025, the Company issued 1,250 warrants (reflecting the March 2026 and July 2026 reverse stock splits;87,500 warrants on a pre-split basis) to a third-party consultant as consideration for strategic advisory and consulting services. Each warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $4.80 per share. The warrants are set to expire five years after the issuance. As of the expiration date, none of the warrants had been exercised.

The total grant-date fair value of the warrants was $158,412, which was recorded as a non-cash general and administrative expense for the year ended July 31, 2025, in accordance with ASC 718, Compensation—Stock Compensation. Because the warrants were issued for services, they were accounted for as equity-classified awards.

Common Stock and Warrant Offering

On June 17, 2026, the Company completed an offering of 405,500 shares of common stock (after July 2026 reverse stock split) and pre-funded warrants to purchase 200,000 shares of common stock (after July 2026 reverse stock split). Each share of common stock or pre-funded warrant was issued together with a common warrant to purchase one share of common stock. The combined offering price was $8.10 per share of common (reflecting July 2026 reverse stock split; $0.81 on a pre-split basis) stock and accompanying common warrant , or $8.09 per pre-funded warrant (reflecting the July 2026 reverse stock split; $0.809 on a pre-split basis) and accompanying common warrant. The pre-funded warrants had an exercise price of $0.01 per share.

Gross proceeds from the offering were $4,902,550, excluding proceeds from the exercise of the pre-funded warrants. The Company incurred direct cash issuance costs of $553,319, consisting of placement agent commissions of $343,319, placement agent expenses of $100,000 and legal fees of $110,000. These costs were recorded as a reduction of additional paid-in capital. Net proceeds from the offering, before proceeds from pre-funded warrant exercises, were $4,349,232.

The Company also incurred $1,500 of legal fees related to the reverse stock split, which were recognized in general and administrative expenses.

Pre-Funded Warrants

The pre-funded warrants were immediately exercisable, subject to applicable beneficial ownership limitations, and remain exercisable until exercised in full. During the year ended July 31, 2026, all 200,000 pre-funded warrants were exercised before the July reverse stock split, resulting in the issuance of 200,000 shares of common stock and cash proceeds of $2,000. No pre-funded warrants remained outstanding as of July 31, 2026.

Common Warrants

The Company issued common warrants to purchase 605,500 shares of common stock (after July 2026 reverse stock split) in connection with the offering. The warrants were immediately exercisable, subject to applicable beneficial ownership limitations, had an initial exercise price of $8.10 per share and have a three-year contractual term.

In July 2026, pursuant to the contractual price adjustment provisions, the exercise price was reduced to $3.06 per share and the aggregate number of shares issuable upon exercise was increased to approximately 1,602,795 shares (after July 2026 reverse stock split).

During July 2026, common warrants to purchase 12,837 shares (after July 2026 reverse stock split) were exercised for aggregate cash proceeds of $39,281. As of July 31, 2026, common warrants to purchase approximately 1,589,958 shares (after July 2026 reverse stock split) remained outstanding at an exercise price of $3.06 per share.

Placement Agent Warrants

In connection with the offering, the Company issued Maxim warrants to purchase 30,275 shares of common stock (after July 2026 reverse stock split) at an exercise price of $8.10 per share. These warrants become exercisable 180 days after the commencement of sales in the offering and have a three-year contractual term.

The issuance-date fair value of the placement agent warrants was $175,463, estimated using the Black-Scholes option pricing model. The Company recorded an equal increase in additional paid-in capital for the warrants and a reduction of additional paid-in capital for the related noncash equity issuance costs. Accordingly, the issuance of these warrants had no net effect on total stockholders’ equity. All 30,275 placement agent warrants remained outstanding as of July 31, 2026.

Stock Incentive Plan

On April 25, 2024, the Company’s Board of Directors and majority stockholder adopted the Tianci International, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for equity awards to eligible employees, directors, consultants and other service providers of the Company and its affiliates, including stock grants, stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and performance shares. The Plan is administered by the Compensation Committee, which determines the recipients, amounts and terms of individual awards, including applicable vesting conditions.

The Plan originally reserved 7,000,000 shares of common stock for issuance, subject to adjustment for stock splits, reverse stock splits and other specified corporate events. After giving effect to the 1-for-7 reverse stock split in March 2026 and the 1-for-10 reverse stock split in July 2026, the original share reserve was equivalent to 100,000 shares of common stock.

On July 29, 2026, the Compensation Committee granted an aggregate of 100,000 shares of common stock under the Plan, including 85,000 shares to three executive officers and 15,000 shares to an employee and a consultant. The aggregate grant-date fair value of these awards was $352,000, based on the Company’s common stock price of $3.52 per share on the grant date.

For the year ended July 31, 2026, the Company recognized $352,000 of stock-based compensation expense related to these awards in general and administrative expenses, consisting of $299,200 for executive officer awards and $52,800 for employee and consultant awards.

Other equity transactions

On February 13, 2026, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation authorizing the Board of Directors to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio ranging from 1-for-2 to 1-for-100, as determined by the Board of Directors.

On March 20, 2026, the Company effected a one-for-seven reverse stock split of its common stock. Subsequently, on July 20, 2026, the Company effected an additional one-for-ten reverse stock split, pursuant to which every ten shares of common stock issued and outstanding immediately prior to the effective time were combined into one share. The cumulative effect of these reverse stock splits was a one-for-seventy reduction in the number of shares, before adjustments for fractional shares.

The July 2026 reverse stock split did not change the number of authorized shares of common stock or the par value per share. No fractional shares were issued; stockholders otherwise entitled to fractional shares received whole shares rounded up to the next whole share.

Unless otherwise indicated, all common share and per-share amounts, including weighted-average shares outstanding and earnings or loss per share, presented in these consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect both reverse stock splits.

NOTE 6 –INCOME TAXES

Income Taxes

Seychelles

RQS United and Tianci Group Seychelles is incorporated in Seychelles and is not subject to tax by Seychelles on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law.

United States

Tianci is incorporated in the United States and is subject to U.S. federal corporate income tax at a statutory rate of 21%. State income taxes are imposed in addition to the federal rate where applicable.

Hong Kong

Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Incorporated companies pay 8.25% tax on the first HKD 2 million of profits and 16.5% on the remainder. Hong Kong income tax expenses for the years ended July 31, 2026 and 2025 amounted to $0 and $5,833, respectively.

Zimbabwe

Ridgcore Resources (Private) Limited, the Company’s Zimbabwe subsidiary, is subject to corporate income tax on its taxable income under the applicable Zimbabwe tax laws at a statutory rate of 25%, together with an AIDS levy of 3% of the corporate income tax payable, resulting in a combined rate of 25.75%. No current income tax expense was recognized in Zimbabwe for the year ended July 31, 2026.

For the year ended July 31, 2026, the Company’s net loss of $2,454,798 consisted of United States source loss of $1,638,231 and Hong Kong source loss of $808,380 and Zimbabwe source loss of $8,187. For the year ended July 31, 2025, the net loss of $2,686,357 consisted of United States source loss of $2,230,682 and Hong Kong source loss of $455,675.

Significant components of the provision for income taxes are as follows:

The following table reconciles the United States statutory rates to the Company’s effective tax rate:

Deferred tax assets are comprised of the following:

As of July 31, 2026, the Company had net operating loss carryforwards of approximately $5,126,000, $1,233,000 and $8,000 for income tax purposes in the United States, Hong Kong and Zimbabwe, respectively. The Company evaluates the realizability of its deferred tax assets separately in each tax jurisdiction. Based on the available evidence, the Company recorded a full valuation allowance against the deferred tax assets as of July 31, 2026.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of July 31, 2026 and July 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.

As of July 31, 2026, tax years for the year ended July 2023 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2020/2021 and forward generally remain open for examination for Hong Kong tax purposes. The Zimbabwe subsidiary’s initial tax period through July 31, 2026 remains open to examination by the Zimbabwe tax authorities.

NOTE 7 —CONCENTRATION OF RISK

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $250,000. As of July 31, 2026, a cash balance of $3,469,820 was maintained at a financial institution in United States, $3,109,900 of which was subject to credit risk.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately US$64,000) if the bank with which an individual/company holds its eligible deposit fails. As of July 31, 2026, a cash balance of $922,911 was maintained at a financial institution in Hong Kong, of which approximately $742,809 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness.

Customer concentration risk

For the year ended July 31, 2026, one customer accounted for 34.2% of the Company’s total revenues.

For the year ended July 31, 2025, two customers accounted for 41.5% and 27.4% of the Company’s total revenues.

As of July 31, 2026, two customers accounted for 56.3% and 29.4%, of the Company’s total accounts receivable.

As of July 31, 2025, no customer accounted for over 10% of the Company’s total accounts receivable.

Vendor concentration risk

For the year ended July 31, 2026, two vendors accounted for 36% and 10% of the Company’s total purchases.

For the year ended July 31, 2025, one vendor accounted for 69.0% of the Company’s total purchases.

As of July 31, 2026, one vendor accounted for 96.7% of the Company’s total accounts payable.

As of July 31, 2025, one vendor accounted for 100.0% of the Company’s total accounts payable.

NOTE 8—COMMITMENTS AND CONTINGENCIES

Lease commitments

The Company adopted ASU 2016-02 effective August 1, 2022.

In September 2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6,500). In September 2024, the Company further renewed the lease for one year with a monthly lease payment of approximately $847 (HKD 6,650).

Upon the expiration of the above lease, the Company entered a two-year lease for a new office in July 2025 with monthly rent of HKD 45,000 (approximately $5,733). The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to extend at the time of expiration. On July 1, 2025, the Company recognized $124,483 of right of use (“ROU”) assets and operating lease liabilities based on the present value of the remaining future minimum rental payments of leases, using an incremental borrowing rate of 5.50%.

As of July 31, 2026, the Company’s operating leases had a weighted average remaining lease term of approximately 0.92 years.

For the year ended July 31, 2026, rent expenses for the operating leases and short-term leases (less than one year) were $65,930 and $5,209, respectively.

For the year ended July 31, 2025, rent expenses for the operating leases and short-term leases (less than one year) were $5,494 and $10,366, respectively.

The total future minimum lease payments under the non-cancellable operating leases as of July 31, 2026 are as follows:

Future amortization of the Company’s ROU assets is presented below:

Contingencies

From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of July 31, 2026.

NOTE 9 —ENTERPRISE-WIDE DISCLOSURE

The Company follows ASC 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to each segment and evaluates their performances. The Company’s chief operating decision-makers (i.e., the Company’s chief executive officer and his direct assistants, including the Company’s chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues, cost of revenues, and gross profit by business lines and by regions (Hong Kong, China, Japan and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating withinone reportable segment.

Disaggregated information of revenues by business lines are as follows:

Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating withinone reportable segment.

Disaggregated information of revenues by regions are as follows:

NOTE 10 —SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company’s management has evaluated subsequent events through November 4, 2026, which is the date these consolidated financial statements were available to be issued. Management has the following material reportable subsequent events:

Cryptocurrency Mining Equipment Purchase and Hosting Arrangements

On August 21, 2026, Tianci Group Holding Limited, a wholly owned subsidiary of the Company, entered into an Equipment Procurement Agreement with McQueen Tech Co., Limited, a Hong Kong entity, to purchase Bitmain Model S21 XP cryptocurrency mining equipment for an aggregate purchase price of $500,000. The agreement requires an initial payment of $250,000 on or before August 31, 2026, with the remaining $250,000 payable upon completion of the inspection of the delivered equipment. Under the agreement, McQueen Tech Co., Limited will also assist in identifying suitable hosting locations and provide equipment deployment and operational advisory services without additional consideration.

On September 9, 2026, the Company announced that it and Tianci Group Holding Limited had 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.

Strategic Cooperation Memorandum of Understanding

On September 11, 2026, the Company entered into a non-binding memorandum of understanding with BTC Digital Ltd. regarding the phased implementation of a cryptocurrency computing project. The parties intend to deploy an aggregate electrical load of approximately 3 MW within twelve months after the memorandum takes effect. BTC Digital Ltd. intends to provide or coordinate sites, power, hosting infrastructure, equipment deployment and operational support. Implementation of the project remains subject to definitive agreements and the availability of equipment, financing, sites and power resources. The memorandum does not amend or replace the parties’ existing equipment hosting arrangements.

Formation of a Singapore Subsidiary

On September 30, 2026, the Company established Roshing Future Pte. Ltd. in Singapore as an indirect wholly owned subsidiary through its wholly owned Seychelles subsidiary. The new subsidiary is intended to support the expansion of the Company’s mineral trading business in Asia.

AI platform development agreement

On October 12, 2026, the Company’s subsidiaries, RQS United Group Limited and Roshing International Co., Limited, entered into an Enterprise AI Intelligent Integration Platform Service Agreement with Linknex Limited, a Hong Kong company, to develop an AI platform integrating their business functions and to provide related personnel training. The consideration payable under the agreement consists of $146,700 in cash and 180,000 shares of the Company’s common stock. The agreement provides for the shares to be issued within twenty business days after their listing on Nasdaq. The parties intend to enter into a supplemental statement of work setting out the detailed scope, specifications, milestones and acceptance criteria.

Exercise of warrants

During August 2026, holders exercised common stock purchase warrants for an aggregate of 103,740 shares of the Company’s common stock at an exercise price of $3.06 per share, resulting in aggregate gross proceeds of $317,444. All share and per-share amounts reflect the July 2026 reverse stock split.