Item 1. Business
Corporate Overview
We are currently a
“shell company” with no meaningful assets or operations other than our efforts to identify and merge with an operating
company.
We were incorporated
in the State of Nevada on June 13, 2012. Our current business office is located at No. 45-2, Jalan USJ 21/10, Subang Jaya 47640,
Selangor Darul Ehsan, Malaysia. Our telephone number is +6012 697 1115.
We were initially an
exploration stage company under the name of Freedom Petroleum Inc. (changed to Steampunk Wizards, Inc., effective on July 2, 2015)
that originally intended to engage in the exploration and development of oil and gas properties. In April 2015, after reviewing
the markets with investor appetite and management's duties to its shareholders, the Company determined to discontinue its oil and
gas operation. We then began exploring opportunities in the computer gaming and application industry.
We engaged in computer
game development until October 13, 2016, when control of our company changed pursuant to a share purchase agreement and a spin-off
agreement. On October 26, 2016, our corporate name was changed from “Steampunk Wizards, Inc.” to "Tianci International,
Inc." The name change was effected on November 27, 2016, in connection with the merger of us into our then subsidiary, Tianci
International Inc.
Effective April 6,
2017, we effectuated a 1-for-40 reverse stock split (the “2017 Reverse Stock Split”) of our issued and outstanding
shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares were exchanged for 1,246,357 shares of our common
stock. Common share amounts and per share amounts in these accompanying financial statements and notes have been retroactively
adjusted to reflect this reverse stock split.
On
August 3, 2017, we entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”),
the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of the Company,
and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with the Company and the Seller, the
“Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the
Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on
August 15, 2017. The Purchasers used personal funds to acquire the Shares.
Upon
the consummation of the sale, Ms. Cuilian Cai resigned from her positions as director, Chief Executive Officer and Chief Financial
Officer of the Company. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the
Company's operations, policies or practices. The following individuals were also appointed to serve in the positions set forth
next to their names below:
Name
|
Position
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Chuah Su Chen
|
Director, Chief Financial Officer and Secretary
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Chuah Su Mei
|
Director, Chief Executive Officer and President
|
Yeow Yuen Kai
|
Director and Chief Technology Officer
|
Jerry Ooi was
appointed to serve as a director effective August 30, 2017. Mr. Kai resigned from his position as the Chief Technology Officer
effective September 20, 2017, and his position on our Board effective August 31, 2019.
Current Business
Our principal business
is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Based
on proposed business activities, we are a “blank check” company. We intend to comply with the periodic reporting requirements
of the Exchange Act for so long as it is subject to those requirements.
As of the date of this
Annual Report, we have not entered into any binding agreement with any party regarding acquisition opportunities for us. We hope
to continue to engage in discussions with other operating businesses affiliated with our executive officers regarding potential
acquisition opportunities. There is no assurance that any nonbinding term sheet will result into a definitive purchase transaction
nor can we assure you that we will be able to successfully acquire such company or any company in the near future.
The analysis of new
business opportunities will be undertaken by or under the supervision of the Company’s officers. We have unrestricted flexibility
in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets,
we will consider the following kinds of factors:
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
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Strength and diversity of management, either in place or scheduled for recruitment;
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Capital requirements and anticipated availability of required funds from the Registrant, from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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The extent to which the business opportunity can be advanced;
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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Other relevant factors.
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In applying the foregoing
criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially available acquisition opportunities may occur in many
different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex. We may not discover or adequately evaluate adverse facts about
the business to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review
of potential targets as possible given the lack of information that may be available regarding private companies, our limited personnel
and financial resources.
We expect that our
due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection
of its facilities, as necessary, as well as a review of financial and other information, which is made available to us. This due
diligence review will be conducted either by our management or by unaffiliated third parties we may engage. Our lack of funds and
the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis
of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without
detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would
be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors
or others associated with the target business seeking our participation.
The time and costs
required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained
with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination
that is not ultimately completed will result in a loss to us.
Additionally, we are
in a highly competitive market for a small number of business opportunities, which could reduce the likelihood of consummating
a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers
with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood
of our identifying and consummating a successful business combination.
Historical Activities
2014 Securities
Sale
In January 2014, we
were a party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders
(the "Selling Shareholders") owning an aggregate of 27,000,000 shares (before the 2017 Reverse Stock Split) (approximately
51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin"). Pursuant to the 2014 SPA, Lin purchased
the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private
Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate
secretary: Nina Bijedic ("Bijedic"). Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all
positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and
Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale. Following the Private
Sale, a change in control occurred since Lin gained control of almost 52% of our outstanding common stock.
2015 Share Exchange
On July 15, 2015, we
entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated
pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares (before the
2017 Reverse Stock Split) of the Company and the persons listed thereof (the “Shareholders”), being the owners of record
of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender
by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name
of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder
of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in
the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (before the 2017 Reverse Stock Split)
(subject to adjustment for fractionalized shares as set forth below) of our common to the Shareholders (or their designees), and
Lin caused 10,096,229 shares (before the 2017 Reverse Stock Split) of our common stock that he owned (the “Lin Stock,”
together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees),
which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange
for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk
Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”)
of us and there was a change of control of us following the closing. The Shareholders of Malta Co. owned approximately 55% of our
issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the
Exchange Agreement.
Malta Co. was incorporated
in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use
of the team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded
and the associated IP and server technology.
Through Malta Co, we
became an independent games development and technology company that specialized in developing enchanting games and gaming technology
where the real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed
primarily for smartphones and tablets (supporting both Android and IOS), in late August of 2015.
On January 29, 2016,
Lin resigned from his CEO and sole director positions with Tianci, and Mr. Joshua O’Cock became our CEO, CFO, Secretary and
Director.
2016 Securities
Sale and Spin-Off
On October 13, 2016,
we entered into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”),
an entity organized under the laws of Malta that was owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer
received all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became
the sole equity owner of Malta Co. and we had no further interest in Malta Co.
On October 13, 2016,
shareholders who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split)
of our common stock, representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into
a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed therein pursuant to which the
purchasers acquired the 2016 Shares for an aggregate purchase price of $150,000. In connection with the sale, a change in
control occurred, and Mr. Joshua O’Cock, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Secretary and sole director, resigned from all of his director and officer positions with us.
Simultaneously with
the closing, Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of Tianci.
Effective November
7, 2016, we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.
On January 4, 2017,
we issued 19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with
the terms and conditions of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 per share
for an aggregate purchase price of $98,104. The shares sold in the private placement were issued in reliance on an exemption from
registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were used for working
capital purposes.
2017 Securities
Sale and Change in Control
On August 3, 2017,
Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock
Purchase Agreement”), pursuant to which SFW sold to the Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of
Common Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000. The acquisition
consummated on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using
her own personal funds. Upon consummation, the former sole executive officer and director of Tianci resigned from all of her positions
with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow Yuen Kai were appointed to serve in the positions set forth next to their
names below:
Name
|
Position
|
Chuah Su Chen
|
Director, Secretary and Chief Financial Officer
|
Chuah Su Mei
|
Director, Chief Executive Officer and President
|
Yeow Yuen Kai
|
Director and Chief Technology Officer
|
Chuah Su Chen and Chuah Su Mei are siblings.
Effective August
30, 2017, Jerry Ooi was appointed to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless
he resigns, is removed from office or is otherwise disqualified from serving as a director of Tianci. Mr. Kai resigned from his
position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019.
2020
Cancellation of Securities
In
August 2020, Chuah Su Chen cancelled all shares of common stock held by her and Chuah Su Mei cancelled 604,837 shares of common
stock held by her. As a result, Chuah Su Chen does not hold any shares of common stock of the Company and Chuah Su Mei holds 1,793,000
shares. The executive officers elected to cancel their shares to increase the number of shares available for future prospective
corporate transactions including financings and acquisitions.
Employees. As
of the date of this Annual Report, we did not have any employees. We expect to hire employees after the acquisition of an operating
business.