Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

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

 

For the fiscal year ended July 31, 2017

 

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

 

For the transition period from _____to _____

 

COMMISSION FILE NUMBER 333-184061

 

TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

 

NEVADA 45-5440446
State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)
   

No. 45-2, Jalan USJ 21/10

Subang Jaya 47640

 
Selangor Darul Ehsan, Malaysia  
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code +6012 503 7322

 

Securities registered under Section 12(b) of the Act: NONE.

 

Securities registered under Section 12(g) of the Act: NONE.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)

Smaller reporting company [ X ]

Emerging growth company [ X ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [  ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $657,361 as of January 31, 2017, based on a price of $0.03, being the last price at which the registrant sold shares of its common stock prior to that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of October 9, 2017, the Registrant had 5,054,985 shares of common stock outstanding .

 

 
 

TABLE OF CONTENTS

 

 

  TITLE PAGE
PART I
Item 1. Business 1
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Mine Safety Disclosures 4
     
PART II
     
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11
Item 9A. Controls and Procedures 11
Item 9B. Other Information 12
     
PART III
 
Item 10. Directors, Executive Officers and Corporate Governance 13
Item 11. Executive Compensation 17
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20
Item 13. Certain Relationships and Related Transactions, and Director Independence 21
Item 14. Principal Accounting Fees and Services 21
     
PART IV
 
Item 15. Exhibits, Financial Statement Schedules 22

 

 

 

 

  i  

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this annual report contains forward-looking statements. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this Form 10-K to “Company”, “Tianci”, “we,” “us” or “our” mean Tianci International, Inc. (formerly known as “Steampunk Wizard, Inc.”), unless otherwise indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

  ii  

 

 

PART I

 

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 503 7322.

 

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, pursuant to Nevada Revised Statutes Section 92A.180 in connection with the merger of us into our then subsidiary, Tianci International Inc.

 

Effective April 6, 2017, we engaged in a 1 for 40 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 Age Position
Chuah Su Chen 34 Director, Chief Financial Officer and Secretary
Chuah Su Mei 38 Director, Chief Executive Officer and President
Yeow Yuen Kai 44 Director and Chief Technology Officer

 

Jerry Ooi was appointed to serve as a director effective August 30, 2017.

 

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

 

 

 

  1  

 

 

 

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:

 

  • Potential for growth, indicated by new technology, anticipated market expansion or new products;
  • 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;
  • Strength and diversity of management, either in place or scheduled for recruitment;
  • 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;
  • The extent to which the business opportunity can be advanced;
  • The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
  • Other relevant factors.

 

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 (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.

 

 

 

  2  

 

 

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 of the Company (before the Reverse Stock Split transaction described in Note 6 of our financial statements) 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”) (subject to adjustment for fractionalized shares as set forth below) of our common stock (before the Reverse Stock Split transaction described in Note 6 of our financial statements) to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the Reverse Stock Split transaction described in Note 6 of our financial statements) 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”) 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 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.

 

 

 

  3  

 

 

On January 4, 2017, we issued 19,532,820 shares of our common stock (before the Reverse Stock Split transaction described in Note 6 of our financial statements) 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 the 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 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

 

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.

 

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.

 

Item 1A. Risk Factors

 

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

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

We do not own any property. We currently do not have a lease for the office space we are using in Malaysia. Our executive officer, Chuah Su Chen, has allowed us to use the space at no costs.

 

Item 3. Legal Proceedings

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.  We are not aware of any pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our business and operations.

 

Item 4. Mine Safety Disclosures

 

Not applicable.  

 

 

 

  4  

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our company's common stock is quoted on the OTCQB under the symbol "CIIT". Our stock did not begin trading until March 15, 2013.

 

The following table sets forth the quarterly high and low bid prices for the common stock for the past two fiscal years. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

 

    High     Low  
             
Quarter ended July 31, 2017   $ 0.55     $ 0.03  
Quarter ended April 30, 2017   $ 1.8     $ 0.2  
Quarter ended January 31, 2017   $ 1.96     $ 0.5  
Quarter ended October 31, 2016   $ 3.88     $ 1.4  
Quarter ended July 31, 2016   $ 1.5     $ 0.25  
Quarter ended April 30, 2016   $ 1.88     $ 0.63  
Quarter ended January 31, 2016   $ 1.46     $ 1.46  
Quarter ended October 31, 2015   $ 2.5     $ 0.38  

 

On October ____, 2017, the closing bid price of the common stock was $0.30

 

Holders

 

As of October 9, 2017 there were 89 stockholders of record and an aggregate of 5,054,985 shares of our common stock were issued and outstanding. Our common shares are issued in registered form. The transfer agent of our company's common stock is Action Stock Transfer Corporation at 2469 E Fort Union Blvd, Suite 214, Salt Lake City, UT 84121.

 

Description of Securities

 

The authorized capital stock of our company consists of 100,000,000 of common stock, at $0.0001 par value, and 20,000,000 shares of preferred stock, at $0.0001 par value.

 

Dividend Policy

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

 

Equity Compensation Plan Information

 

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

   

 

Recent Sales of Unregistered Securities

 

None.

 

 

 

  5  

 

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended July 31, 2017.

 

Item 6. Selected Financial Data

 

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

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K.  We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

  

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

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 503 7322.

 

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, pursuant to Nevada Revised Statutes Section 92A.180 in connection with the merger of us into our then subsidiary, Tianci International Inc.

  

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 Age Position
Chuah Su Chen 34 Director, Chief Financial Officer and Secretary
Chuah Su Mei 38 Director, Chief Executive Officer and President
Yeow Yuen Kai 44 Director and Chief Technology Officer

 

 

 

  6  

 

 

 

Jerry Ooi was appointed to serve as a director effective August 30, 2017.

 

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

 

Limited Operating History; Need for Additional Capital

 

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

 

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

 

We have no assurance that future financing will be available to us on acceptable terms, or at all. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

If we are unable to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

 

Results of Operations

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, but we cannot guarantee that we will be able to achieve same.

 

We have not yet generated significant revenues and have accumulated deficit of $1,119,659 as of July 31, 2017.

 

The following table provides selected financial data about our company as of July 31, 2017 and 2016.

 

Balance Sheet Data

 

    July 31,     July 31,  
    2017     2016  
             
Cash and cash equivalents   $ 2,360     $ –  
Assets held for sale   $ –     $ 31,609  
Total assets   $ 2,360     $ 31,609  
Total current liabilities   $ 11,498     $ 458,590  
Stockholders' deficit   $ (9,138 )   $ (426,981 )

 

    Year Ended
July 31,
2017 		    Year Ended
July 31,
2016 		 
Revenue   $ –     $ –  
Operating expenses     162,151       315,576  
Loss from Continued Operation     (162,151 )     (315,576 )
Gain (Loss) from Discontinued Operation     200,030       (367,925 )
Net Income (Loss)   $ 37,879     $ (683,501 )

 

 

 

  7  

 

 

Revenue . During the fiscal years ended July 31, 2017, and 2016, we did not generate any revenues.

 

Operating Expenses . Operating expenses were $162,151 for the year ended July 31, 2017, consisting of professional fees of $161,443 and office and miscellaneous expenses of $708. Operating expenses were $315,576 for the year ended July 31, 2016, including professional fees of $191,062 and office and miscellaneous expenses of $124,514. The decrease in operating expenses was primarily attributable to the decrease in office and miscellaneous expenses.

 

Discontinued Operations . Pursuant to the Spin-Off Agreement, the Company recorded all expenses from the subsidiary in Malta as discontinued expenses. Gain (Loss) from discontinued operations for the years ended July 31, 2017 and 2016 was $200,030 and $(367,925), respectively. As a result of this agreement, the Company recognized the gain on sale of investment of $200,528 during the year ended July 31, 2017.

     

Liquidity and Capital Resources

 

Working Capital

 

    July 31,     July 31,        
    2017     2016     Change     %  
Current Assets   $ 2,360     $ 31,609     $ (29,249 )     (92.5% )
Current Liabilities     11,498       458,590       (447,092 )     (97.5% )
Working Capital (Deficiency)   $ (9,138 )   $ (426,981 )   $ (417,843 )     (98.0% )

 

As of July 31, 2017, we had working capital deficit of $9,138 as compared to working capital deficit of $426,981 as of July 31, 2016. The decrease in working capital deficiency was mainly due to the spin-off of the subsidiary, a decrease in accounts payable of $62,542, and a decrease in due to related parties of $131,824 during the year ended July 31, 2017.

 

Cash Flows

 

    Year Ended
July 31,
2017 		    Year Ended
July 31, 2016 		 
Net cash used in continued operating activities   $ (224,693 )   $ (190,230 )
Net cash used in discontinued operating activities   $ –     $ (350,017 )
Net cash provided by continued investing activities   $ 2,000     $ –  
Net cash used in discontinued investing activities   $ –     $ (10,151 )
Net cash provided by continued financing activities   $ 225,053     $ 398,695  
Net cash provided by discontinued financing activities   $ –     $ 154,799  
Effects on changes in foreign exchange rate   $ –     $ (3,096 )
Net increase in cash and cash equivalents   $ 2,360     $ –  

   

Cash Flow from Operating Activities

 

During the year ended July 31, 2017, net cash used in continued operating activities was $224,693, compared to $190,230 for the year ended July 31, 2016. The increase in cash used in continued operating activities was mainly due to the decrease in accounts payable and the decrease in net loss during the year ended July 31, 2017.

 

During the period ended July 31, 2017, cash used in discontinued operating activities was $0 compared to cash used in discontinued operating activities of $350,017 during the period ended July 31, 2016.

 

Cash Flow from Investing Activities

 

During the year ended July 31, 2017, net cash provided by investing activities was $2,000, all of which was attributable to continued investing activities. For the same period ended July 31, 2016, net cash used in investing activities was $10,151, all of which was used to purchase equipment and was related to discontinued investing activities.

 

 

 

  8  

 

 

Cash Flow from Financing Activities

 

During the year ended July 31, 2017, continued financing activities provided net cash of $225,053, consisting of the proceeds of $118,640 from related parties and $106,413 from the issuance of common stock for cash.

 

During the year ended July 31, 2016, financing activities provided net cash of $553,494, of which $398,695 was from continued financing activities and $154,799 from discontinued financing operations. Net cash from continued financing activities consisted of $440,579 from the issuance of 613,593 shares of common stock, a loan from the former CEO of $16,822, and a repayment of $57,917 to the former CEO.

 

  

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in note 2 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

 

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at July 31, 2017, the Company has working capital deficiency of $9,138 and has incurred losses since inception resulting in an accumulated deficit of $1,119,659. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

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

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

 

 

  9  

 

 

Item 8. Financial Statements and Supplementary Data

 

 

TIANCI INTERNATIONAL, INC.

 

AUDITED FINANCIAL STATEMENTS

 

TABLE OF CONTENTS

 

 

  PAGE
Reports of Independent Registered Public Accounting Firms F-1
   
Consolidated Balance Sheets as of July 31, 2017 and 2016 F-3
   
Consolidated Statements of Operations and Comprehensive (Income) Loss for the year ended July 31, 2017 and 2016 F-4
   
Consolidated Statement of Stockholders’ Deficit for the year ended July 31, 2017 and 2016 F-5
   
Consolidated Statements of Cash Flows for the year ended July 31, 2017 and 2016 F-6
   
Notes to the Audited Consolidated Financial Statements F-8

 

 

 

  10  

 

 

A udit  • T ax  • C onsulting  •  F inancial  A dvisory  

Registered with Public Company Accounting Oversight Board (PCAOB)

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To Shareholders and Boards of Directors

Tianci International, Inc.

Selangor Darul Ehsan, Malaysia

 

We have audited the accompanying balance sheet of Tianci International, Inc., as of July 31, 2017, and the related statements of operations and comprehensive (income) loss, stockholders’ equity (deficit), and cash flows for the year then ended. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tianci International, Inc. as of July 31, 2017, and the results of its operations and other comprehensive (income) loss, and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that Tianci International, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred losses from operations, has a working capital deficit and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ KCCW Accountancy Corp.

KCCW Accountancy Corp.

 

Diamond Bar, California

October 5, 2017

  KCCW Accountancy Corp.

3333 S Brea Canyon Rd. #206, Diamond Bar, CA 91765, USA

Tel: +1 909 348 7228 • Fax: +1 909 895 4155 • info@kccwcpa.com

 

 

 

  F- 1  

 

Report of Independent Registered Public Accounting Firm  

 

 

Board of Directors and Stockholders of

Tianci International, Inc.

(formerly known as Steampunk Wizards, Inc.).

 

We have audited, before the effects of the adjustments to retroactively apply the impact of the reverse stock split described in Note 6, the accompanying consolidated balance sheet of Tianci International, Inc. (formerly known as Steampunk Wizards, Inc.), (the “Company”), as of July 31, 2016 and the related consolidated statements of operations and comprehensive loss, statement of stockholders’ deficit and statement of cash flows for the year ended July 31, 2016 (the 2016 financial statements before the effects of the adjustments in Note 6 are not presented herein). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above, before the effects of the adjustments to retroactively apply the impact of the reverse stock split described in Note 6, present fairly, in all material respects, the consolidated financial position of Tianci International, Inc. (formerly known as Steampunk Wizards, Inc.) as of July 31, 2016 and the results of operations and comprehensive loss and cash flows for the year ended July 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the accompanying consolidated financial statements, the Company has an accumulated deficit and working capital deficiency as of July 31, 2016. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

We were not engaged to audit, review or apply any procedures to the adjustments to retroactively apply the change in accounting described in Note 6, and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by KCCW Certified Public Accountants.

 

 

 

/s/ RBSM LLP

 

RBSM LLP

Henderson Nevada

January 12, 2017

 

 

 

  F- 2  

 

TIANCI INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

 

 

   

July 31,

2017

   

July 31,

2016

 
ASSETS                
Current Assets                
Cash and cash equivalents   $ 2,360     $ –  
Assets held for sale     –       31,609  
Total Current Assets     2,360       31,609  
TOTAL ASSETS   $ 2,360     $ 31,609  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
Current Liabilities                
Accounts payable   $ 11,498     $ 74,040  
Due to related parties     –       131,824  
Liabilities held for sale     –       252,726  
TOTAL CURRENT LIABILITIES     11,498       458,590  
                 
STOCKHOLDERS' DEFICIT                
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, no shares issued and outstanding     –       –  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,054,985 and 694,182 shares issued and outstanding, respectively     505       69   
Additional paid-in capital     1,110,016       753,575  
Accumulated deficit     (1,119,659 )     (1,157,538 )
Accumulated other comprehensive loss     –       (23,087 )
TOTAL STOCKHOLDERS' DEFICIT     (9,138 )     (426,981 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 2,360     $ 31,609  

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

  F- 3  

 

TIANCI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

    For the years ended July 31,  
    2017     2016  
             
REVENUES   $ –     $ –  
                 
OPERATING EXPENSES                
Office and miscellaneous     708       124,514  
Professional fees     161,443       191,062  
Total Operating Expenses     162,151       315,576  
                 
LOSS FROM OPERATIONS     (162,151 )     (315,576 )
                 
LOSS BEFORE INCOME TAXES     (162,151 )     (315,576 )
Provision for income taxes     –       –  
Loss from Continued Operations     (162,151 )     (315,576 )
                 
Discontinued operations                
Loss from discontinued operations     (498 )     (367,925 )
Gain on sale of investment     200,528       –  
Gain (Loss) from Discontinued Operations, Net of Tax Benefits     200,030       (367,925 )
                 
NET INCOME (LOSS)   $ 37,879     $ (683,501 )
                 
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)                
Net Income (loss)   $ 37,879     $ (683,501 )
Other Comprehensive loss:                
Foreign currency translation adjustments     2,601       (5,975 )
TOTAL COMPREHENSIVE INCOME (LOSS)   $ 40,480     $ (689,476 )
                 
Basic and diluted loss per common share from continued operations   $ (0.13 )   $ (0.47 )
Basic and diluted income (loss) per common share from discontinued operations   $ 0.15     $ (0.55 )
                 
Basic and Diluted Weighted Average Common Shares Outstanding     1,296,679       672,156  

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

  F- 4  

 

TIANCI INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JULY 31, 2017 AND 2016

  

                            Accumulated        
                Additional           Other     Total  
    Common Stock     Paid-in     Accumulated     Comprehensive     Stockholders'  
    Number of Shares     Amount     Capital     Deficit     Loss     Deficit  
                                     
Balance - July 31, 2015     372,711       37       270,700       (474,037 )     (17,112 )     (220,412 )
Recapitalization     306,131       31       39,047       –       –       39,078  
Common stock issued for cash     15,340       1       440,578       –       –       440,579  
Contribution     –       –       3,250       –       –       3,250  
Net loss for the period     –       –       –       (683,501 )     –       (683,501 )
Foreign currency translation adjustments     –       –       –       –       (5,975 )     (5,975 )
Balance - July 31, 2016     694,182     $ 69     $ 753,575     $ (1,157,538 )   $ (23,087 )   $ (426,981 )
Deconsolidation     –       –       –       –       20,486       20,486  
Common stock issued for cash     988,321       99       103,005       –       –       103,104  
Common stock issued to related parties through debt conversion     63,830       6       119,994       –       –       120,000  
Common stock issued to related party for cash     3,308,628       331       2,978       –       –       3,309  
Common stock issued for reverse split rounding     24       –       –       –       –       –  
Capital contribution by shareholders through debt conversion     –       –       130,464       –       –       130,464  
Net income for the period     –       –       –       37,879       –       37,879  
Foreign currency translation adjustments     –       –       –       –       2,601       2,601  
Balance - July 31, 2017     5,054,985     $ 505     $ 1,110,016     $ (1,119,659 )   $ –     $ (9,138 )

 

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

 

 

 

  F- 5  

 

TIANCI INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    For the years ended July 31,  
    2017     2016  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income (loss)   $ 37,879     $ (683,501 )
(Gain) loss from discontinued operations     (200,030 )     367,925  
Adjustments to reconcile net income (loss) to net cash used in operating activities:                
Management fees accrued - related party     –       60,000  
Changes in operating assets and liabilities:                
Prepaid expenses and other deposits     –       16,310  
Accounts payable and accrued liabilities     (62,542 )     49,036  
Net cash used in continuing activities     (224,693 )     (190,230 )
Net cash used in discontinued operations     –       (350,017 )
Net cash used in operating activities     (224,693 )     (540,247 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Proceeds from sale of investment     2,000       –  
Net cash provided by continuing activities     2,000       –  
Net cash used in discontinued operations     –       (10,151 )
Net cash provided by (used in) investing activities     2,000       (10,151 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Issuance of common stock for cash     106,413       440,579  
Proceeds from related parties     118,640       16,822  
Repayment to related parties     –       (57,917 )
Overdraft repaid             (789 )
Net cash provided by continuing activities     225,053       398,695  
Net cash provided by discontinued operations     –       154,799  
Net cash provided by financing activities     225,053       553,494  
                 
Effects on changes in foreign exchange rate     –       (3,096 )
                 
Net increase in cash and cash equivalents     2,360       –  
Cash and cash equivalents - beginning of period     –       –  
Cash and cash equivalents - end of period   $ 2,360     $ –  
      –       –  
Supplemental Cash Flow Disclosures                
Cash paid for interest   $ –     $ –  
Cash paid for income taxes   $ –     $ –  
                 
Non-cash financing and investing activities                
Common shares issued for due to related party   $ 120,000     $ –  
Related party debt forgiven   $ 130,464     $ –  
Prepaid asset assumed in reverse acquisition   $ –     $ 16,310  
Payments made by related parties   $ –     $ 11,824  
Short-term loans reclassified as inter-company loans   $ –     $ 164,730  
Accounts payable assumed in reverse acquisition   $ –     $ 40,867  
Related party loans assumed in reverse acquisition   $ –     $ 101,095  
Contribution   $ –     $ 3,250  

 

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

 

 

 

  F- 6  

 

TIANCI INTERNATIONAL, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

JULY 31, 2017 AND 2016

 

NOTE 1 – GENERAL ORGANIZATION AND BUSINESS

 

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

 

Share Exchange and Recapitalization

 

2015 Share Exchange

 

On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”), which was consummated on August 21, 2015, with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), the Company’s sole officer and director (the “Officer”), being the owner of record of 11,451,541 common shares (before Reverse Stock Split transaction, See Note 6) of the Company and the persons (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) as of July 15, 2015. 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 the Company 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 the Company, the Company would issue 4,812,209 shares (before Reverse Stock Split transaction, See Note 6) , (the “New Shares”), of the Company’s common stock to the Shareholders (or their designees), and the Officer would cause 10,096,229 shares (before Reverse Stock Split transaction, See Note 6) of the Company’s common stock that he owns (the “Officer Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively should represent 55% of the issued and outstanding common stock of the Company 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. would become a wholly owned subsidiary (the “Subsidiary”) of the Company and there would be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

 

For financial accounting purposes, the Share Exchange is accounted for as a reverse acquisition by the Malta Co., and resulted in a recapitalization, with Malta Co. being the accounting acquirer and the Company as the acquired entity. The closing of Share Exchange resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Malta Co., and have been prepared to give retroactive effect to the reverse acquisition completed on August 21, 2015, and represent the operations of Malta Co. The consolidated financial statements after the acquisition date include the balance sheets of both companies at historical cost, the historical results of Malta Co. and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

 

Incorporated in 2014, Malta Co. was a games development and technology company specialized in developing enchanting games and gaming technology where the real and virtual worlds blur.

 

2016 Securities Sale and Spin-Off

 

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald, former director of the Company. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

 

On October 26, 2016, the Company entered into an Agreement and Plan of Merger with its wholly-owned subsidiary, Tianci International, Inc., a newly formed Nevada Corporation ("Merger Sub"), formed on November 09, 2016, with Merger Sub being the surviving entity. The transaction contemplated in the Merger Agreement (“Merger”) which became effective on November 9, 2016.

 

 

 

  F- 7  

 

 

On January 4, 2017, the Company issued 19,532,820 shares (before Reverse Stock Split transaction, See Note 6) of our common stock 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 the Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to 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 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 as executive officers and directors of the Corporation.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Basis of Presentation

 

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and are presented in U.S. dollars.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

 

Basis of Consolidation

 

Through the date of the Spin-off Agreement on October 13, 2016, these financial statements include the accounts of the Company and its subsidiary, Steampunk Wizards Ltd. All material intercompany balances and transactions have been eliminated.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company had $2,360 and $0 in cash and cash equivalents at July 31, 2017 and July 31, 2016, respectively.

 

Fair Value of Financial Instruments

 

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

 

 

  F- 8  

 

 

 

The three levels of the fair value hierarchy are described below:

 

Level 1

 

Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company's financial instruments consist of cash, and accounts payable and accrued liabilities.  The carrying amounts of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements.

 

Revenue Recognition

 

The Company has yet to realize revenues from operations. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

 

Property, Plant and Equipment

 

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment. Cost includes all direct costs necessary to acquire and prepare assets for use, including internal labor and overhead in some cases. Depreciation is calculated on the straight-line basis so as to write off the cost of each asset to its residual value over its estimated useful economic life. Costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated with any remaining gain or loss recognized in net earnings.

 

Impairment of Long-lived Assets

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.

 

 

 

  F- 9  

 

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. There were no significant deferred tax items as of July 31, 2017 and July 31, 2016.

 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax position recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At July 31, 2017 and July 31, 2016, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 

Basic and Diluted Earnings (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2017 and July 31, 2016.

 

Concentrations of Credit Risk

 

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.


Foreign Currency Translation and Re-measurement

 

The Company's functional and reporting currency is the U.S. dollar. All transactions initiated in EURO are translated into U.S. dollars in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

 

i)   Assets and liabilities at the rate of exchange in effect at the balance sheet date.
ii)   Equities at historical rate
iii)   Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity.

 

    July 31,     July 31,  
    2017     2016  
Spot EURO: USD exchange rate   $ 1.10     $ 1.12  
Average EURO: USD exchange rate   $ 1.12     $ 1.11  

 

Reclassification

 

Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net income (loss) or accumulated deficit.

 

Recent Accounting Pronouncements

 

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

 

 

 

  F- 10  

 

 

NOTE 3 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at July 31, 2017, the Company has working capital deficiency of $9,138 and has incurred losses since inception resulting in an accumulated deficit of $1,119,659. Further losses are anticipated in the development of the business, raising substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty

 

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

 

NOTE 4 –DISCONTINUED OPERATIONS

 

On October 13, 2016, the Company entered into a spin-off agreement (the “Spin-Off Agreement”) with Steampunk Wizards Ltd., the Company’s wholly owned subsidiary and a company incorporated pursuant to the laws of Malta (“Steampunk”), and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta and owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer shall receive all of the issued and outstanding capital stock of Steampunk and the Company shall receive $2,000 as purchase price. The Buyer shall become the sole equity owner of the Steampunk and the Company shall have no further interest in Steampunk.

 

The following table shows the results of operations of Steampunk for fiscal years 2017 and 2016 which are included in the loss from discontinued operations:

 

    Year Ended  
    July 31,  
    2017     2016  
             
Revenues   $ –     $ –  
                 
Development costs     –       (145,002 )
Office and miscellaneous     (498 )     (199,932 )
Professional fees     –       (21,822 )
Interest expenses     –       (7,077 )
Other income     –       5,908  
Gain on sale of investment     200,528       –  
Total Income (Expense)     200,030       (367,925 )
                 
Gain (Loss) from Discontinued Operation, Net of Tax Benefits   $ 200,030     $ (367,925 )

 

The following table shows the carrying amounts of the major classes of assets and liabilities associated with the steampunk as of the October 13, 2016.

 

    October 13,  
    2016  
Cash overdraft   $ 529  
Prepaid expenses and other deposits     (4,752 )
Other current assets     (13,538 )
Property and equipment, net     (12,614 )
Accounts payable and accrued liabilities     15,787  
Due to related parties     233,602  
Net assets and liabilities     219,014  
Accumulated other comprehensive loss     (20,486 )
Consideration received in cash     2,000  
Gain on sale of investment   $ 200,528  

 

 

 

  F- 11  

 

 

The following table summarizes the carrying amounts of the assets and liabilities held for sale,

 

    July 31,     July 31,  
    2017     2016  
Assets held for sale                
Cash and cash equivalents   $ –     $ 339  
Prepaid expenses and other deposits     –       4,808  
Other current assets     –       13,698  
Property and equipment, net     –       12,764  
Total assets held for sale   $ –     $ 31,609  
                 
Liabilities held for sale                
Accounts payable and accrued liabilities   $ –     $ 21,590  
Due to related parties     –       92,379  
Short-term loans     –       138,757  
Total liabilities held for sale   $ –     $ 252,726  

 

NOTE 5 – DUE TO RELATED PARTY

 

Due to related party

 

On August 21, 2015, the Company assumed $101,095 loans provided by the former Chief Executive Officer (“CEO”) and shareholder of the Company through the share exchange transaction. During the period ended July 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $57,917 to the former CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the former CEO for management services until January 31, 2016. Accordingly, $60,000 management fees for the period during August 1, 2015 to January 31, 2016, were accrued as amount due to related parties. As at July 31, 2016, the Company owed $120,000 to the former CEO and shareholder. During the year ended July 31, 2017, Debt of $120,000 was converted into shares of common stock, at a price per share of $0.047, for an aggregate number of 2,553,191 shares. As of July 31, 2017, and 2016, the Company owed $0 and $120,000 to the former CEO and shareholder.

 

During the year ended July 31, 2017, the Company had a change of control, pursuant to which former shareholders paid $118,640 for outstanding accounts payable. The $118,640 was immediately forgiven and recorded as contributed capital pursuant conditions of the change of control.

 

During the year ended July 31, 2016, a shareholder of the Company made vendor payments of $11,824 directly on behalf of the Company. During the year ended July 31, 2017, debt of $11,824 was forgiven and the Company recorded the debt forgiveness as additional paid in capital. As of July 31, 2017 and 2016, the Company owed $0 and $11,824 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

 

As of July 31, 2017 and 2016, related parties were owed $0 and $131,824, respectively.

 

NOTE 6 – EQUITY

 

Preferred Stock

 

The Company has 20,000,000 authorized preferred shares with a par value of $0.0001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

 

There were no shares of preferred stock issued and outstanding as of July 31, 2017 and 2016.

 

 

 

  F- 12  

 

 

Common Stock

 

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On August 21, 2015, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 372,711 shares of common stock to the stockholders of Malta in exchange for 3,170,000 shares of Malta’s common stock, representing 100% of its issued and outstanding common stock. As a result of the reverse acquisition accounting, these shares issued to the former Malta stockholders are treated as being outstanding from the date of issuance of the Malta shares.

 

During the year ended July 31, 2016, the Company issued 321,471 shares of common stock as follows:

 

  • 15,340 shares of common stock for cash of $440,579.
  • As part of reverse acquisition, the Company’s existing shareholders retained 306,131 share of the Company common stock, which was considered an addition during the year ended July 31, 2016.
  • During the year ended July 31, 2016, the shareholder of the Company paid expenses of $3,250 on behalf of the Company which was recorded as capital contribution.

 

During the year ended July 31, 2017,  the Company issued the shares of common stock as follows”

 

• 2,553,191 shares (before Reverse Stock Split transaction) of common stock for conversion of debt (see Note 5).
• 19,532,820 shares (before Reverse Stock Split transaction) of its Common Stock, at a per share price of $0.005, in a private placement to 42 investors for which the Company received proceeds of $98,104.
• On April 21, 2017, the Company issued 500,000 shares of common stock, par value $0.0001 per share, to one shareholder for an aggregate price of $5,000.
• On July 17, 2017, the Company issued 3,308,628 shares of common stock, par value $0.0001 per share, to one shareholder for an aggregate price of $3,309.

 

Reverse Stock Split transaction

 

On March 15, 2017, the Company filed a Certificate of Correction with the Nevada Secretary of State, which was effective April 6, 2017 upon its receipt of the written notice from Financial Industry Regulatory Authority ("FINRA"). Pursuant to the Certificate of Correction, the Company effectuated a 1-for-40 reverse stock split of its issued and outstanding shares of common stock, $0.0001 par value, whereby 49,854,280 outstanding shares of the Company’s common stock were exchanged for 1,246,357 shares of the Company's common stock. Common share amounts and per share amounts in these financial statements have been retroactively adjusted to reflect this reverse split.

 

As a result of the above transactions, t here were 5,054,985 and 694,182 shares of common stock issued and outstanding as of July 31, 2017 and July 31, 2016, respectively.

 

NOTE 7 – INCOME TAXES

 

Tianci International, Inc. (formerly Steampunk Wizards Inc.), was formed in June 2012 under the name Freedom Petroleum, Inc. Prior to the Share Exchange in August 21, 2015, the Company only had operations in the United States. In August 2015, the Company became the parent of Malta Co., a wholly owned Malta subsidiary, which files tax returns in Malta.

 

The Malta and U.S. components of (loss) income before income taxes were as follows:

 

    For the Years Ended  
    July 31,  
    2017     2016  
United States   $ (430,888 )   $ (315,576 )
Malta     (498 )     (367,925 )
Loss before income taxes   $ (431,386 )   $ (683,501 )

 

 

 

  F- 13  

 

 

The income tax provision (benefit) for the years ended July 31, 2017 and 2016 consists of the following:

 

    For the Years Ended  
    July 31,  
    2017     2016  
Income tax expense(benefit) at statutory rate:                
United States   $ (146,502 )   $ (107,296 )
Malta     –       (128,774 )
Total     (146,502 )     (236,070 )
Change in valuation allowance     146,502       236,070  
Income tax expense (benefit)   $ –     $ –  

 

Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

    July 31,  
    2017     2016  
NOL Carryover:                
United States   $ 688,138     $ 541,636  
Malta     –       294,687  
Total     688,138       836,323  
Valuation allowance     (688,138 )     (836,323 )
Net deferred tax asset   $ –     $ –  

 

The reconciliation of the effective income tax rate to the U.S. federal statutory rate as of July 31, 2017 and 2016:

 

Federal income tax rate     34.0%  
Increase in valuation allowance     (34.0% )
Effective income tax rate     0.0%  

 

The reconciliation of the effective income tax rate to Malta statutory rate as of July 31, 2016:

 

Income tax rate     35.0%  
Increase in valuation allowance     (35.0% )
Effective income tax rate     0.0%  

 

At July 31, 2017 and 2016, the Company had $2,023,935 and $1,593,047, respectively of the U.S. net operating losses (the “U.S. NOLs”), which are available to offset future taxable income until 2036.

 

At July 31, 2017 and 2016, the Company had $0 and $841,962, respectively of foreign net operating losses (the “Malta NOLs”) that may be available to offset future taxable income until 2036. Due to the Spin-Off Agreement dated on October 13, 2016, the Malta NOLs are no longer available to the Company.

 

The Company assesses the likelihood that deferred tax assets will be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of July 31, 2017 and 2016.

 

 

 

  F- 14  

 

 

 

The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of U.S. NOLs that could be utilized each year based on the “Internal Revenue Code, as Amended “

 

The Company’s tax returns are subject to examination by tax authorities beginning with the year ended July 31, 2013.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The Company has no other commitments or contingencies as of July 31, 2017.

 

From time to time the Company may become a party to litigation matters involving claims against the Company.

 

Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

 

NOTE 9 – SUBSEQUENT EVENTS

 

On August 3, 2017, the Company entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan, the record holder of approximately 87.00% of the outstanding common stock of the Company (the “Seller”), and Chuah Su Mei and Chuah Su Chen, (the “Purchasers” and together with the Company and the Seller, the “Parties”).

 

Pursuant to the SPA, the Seller agrees to sell to the Purchasers and the Purchasers, in reliance on the representations and warranties contained in the SPA, and subject to the terms and conditions of the SPA, agree to purchase from the Sellers 4,397,837 shares of Common Stock of the Company (the “Shares”) for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000) (the "Gross Purchase Price"), payable in immediately available funds in United States currency.

 

The Parties plan to close the sale and purchase of the Shares (the “Transaction”) on August 11, 2017. Upon closing of the Transaction, the Seller shall own no common stock of the Company. The Purchasers shall collectively own approximately 87.00% of the outstanding common stock of the Company and appoint new directors and officers of the Company.

 

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of July 31, 2017 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 

 

 

 

 

 

  F- 15  

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

 

Additionally, as reported in our Current Report on Form 8-K that we filed on September 5, 2017, effective March 2, 2017, we dismissed RBSM LLP (“RBSM”) as our independent registered auditor and we engaged KCCW Accountancy Corp. (“KCCW”) to replace RBSM as our new independent registered public accounting firm.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses discussed below in “Management's Report on Internal Control over Financial Reporting,” our management, including our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Management's Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

  

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and

 

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

 

  11  

 

 

Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on this assessment, management concluded that our internal control over financial reporting was not effective as of July 31, 2017, due to the existence of the material weaknesses as of July 31, 2017, discussed below. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected in the following areas:

 

  • Because of the company’s limited resources, there are limited controls over information processing.
  • There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of only one person, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
  • The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
  • There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Company’s business operations. On August 30, 2017, we established an audit committee and appointed Jerry Ooi and Yeow Yuen Kai, our independent directors, to serve on such committee.

 

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting due to permanent exemptions for smaller reporting companies.

 

Changes in Internal Control Over Financial Reporting

 

Other than as described above, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

 

Item 9B. Other Information

 

None.  

   

 

 

  12  

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are set forth below as of the date of this Annual Report.

  

Name Age Position
Chuah Su Chen 34 Director, Chief Financial Officer and Secretary
Chuah Su Mei 38 Director, Chief Executive Officer and President
Yeow Yuen Kai 44 Director
Jerry Ooi 35 Director

 

 

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Chuah Su Mei , age 34, has served as our Chief Executive Officer, President and Director since August 15, 2017. Ms. Chuah has served as the Finance Director of Ezytronic Sdn. Bhd. since December 2007. Ms. Chuah served as the Shipping Coordinator for Eurotrans Charter Sdn. Bhd. from October 2005 to April 2007. Ms. Chuah brings to the Board of Directors her accounting and financial experience. Ms. Chuah received her Bachelor in Business Finance (Honors) from the University of Hertfordshire via Inti College Subang Jaya in 2005 and her Diploma in Business Finance from Inti College Subang Jaya in 2004.

 

Chuah Su Chen , age 38, has served as our Chief Financial Officer, Secretary and Director since August 15, 2017. Ms. Chuah has 11 years of experience in end-to-end payment cards processes, systems and organization design. Ms. Chuah has served as the Chief Operations Officer of World Cloud Ventures Sdn. Bhd. since May 2016. From April 2008 to April 2016, she served as the New Design Implementation Coordinator of Shell Malaysia Trading Sd. Bhd., a company that wholesales and distributes petroleum and provides a range of technical, human resources, financial and business support services, and expertise to the Shell Group, where she has held various positions covering credit processing, customer service, quality assurance, operations, global process and organizational design. Ms. Chuah received her Bachelor of Business in Finance and Banking from Charles Stuart University in 2010 and her Diploma in Business Studies from Help Institute Sdn. Bhd. in 1998. Ms. Chuah brings to us her broad and deep experience in the payment cards industry.

 

Yeow Yuen Kai , age 44, has served as our Director since August 15, 2017. He briefly served as our Chief Technology Officer from August 15, 2017 to September 2, 2017. Mr. Yeow has approximately two decades of experience in the information systems and application development industry. Mr. Yeow has served as the Senior Software Engineer at World Cloud Ventures Sdn. Bhd. since October 2016. From January 2005 to September 2016, Mr. Yeow was a software engineer for Exact ADC Sdn. Bhd., a research and development center for Exact Software, a software company headquartered in Delft, Netherland. Mr. Yeow received his Bachelor of Science in Information Systems from Campbell University in 1997. Mr. Yeow brings to the board his deep experience in information technology and software systems.

 

Jerry Ooi , age 35, has served as our director since August 30, 2017. He is currently the Sales and Marketing Director of Ezytronic Sdn Bhd. and has served in such capacity since November 2009. Mr. Ooi served as the Retail Assistant Manager of Precess Technology Sdn. Bhd. from May 2007 to October 2009. Mr. Ooi graduated with a Diploma in IT Multimedia from Informatics College in Malaysia. Mr. Ooi. brings to the Board of Directors his sales and marketing experience in the online and mobile industry.  

 

Family Relationships

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

  

 

 

  13  

 

 

Involvement in Certain Legal Proceedings

 

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

 

1.   A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2.   Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3.   Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

  i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

 

  ii. Engaging in any type of business practice; or

 

  iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4.   Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

5.   Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6.   Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

7.   Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

  i. Any Federal or State securities or commodities law or regulation; or

 

  ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

  iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8.   Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 

 

  14  

 

 

 

Compliance with Section 16(a) of the Exchange Act

 

Our company’s common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

 

Code of Ethics

 

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

 

1.   honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

2.   full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

 

3.   compliance with applicable governmental laws, rules and regulations;

 

4.   the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

 

5.   accountability for adherence to the Code of Business Conduct and Ethics.

 

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

  

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.  

 

Our Code of Business Conduct and Ethics was filed as Exhibit 14.1 to our Annual Report on Form 10-K for fiscal year ended July 31, 2013. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Tianci International, Inc., No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia.

 

Board Meetings

 

Prior to the change in control on August 15, 2017, our board of directors consisted solely of Cuilian Cai. Our board of directors currently consists of Chuah Su Chen, Chuah Su Mei, Yeow Yuen Kai and Jerry Ooi. The board held no formal meetings during the year ended July 31, 2017, but took actions via unanimous written consent. We expect our current board to act by written consent or through board meetings in accordance with the provisions of the Nevada General Corporate Law and our Bylaws.

 

Nomination Process

 

As of July 31, 2017, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

 

 

 

  15  

 

 

Corporate Governance & Board Independence

 

Our Board of Directors consists of four directors. We established an audit committee which is comprised of our two independent directors: Yeow Yuen Kai and Jerry Ooi. We believe that members of our audit committee are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

 

We have not yet established a Nominating or Governance Committees as standing committees but expect to do so as our business matures. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. All functions of a nominating/governance committee were performed by our whole board of directors.  Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary.  Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.

 

Board Leadership Structure and the Board’s Role in Risk Oversight.

 

The Board of Directors is led by the Chairwoman who is also the Chief Executive Officer. The Board believes that the most effective leadership structure at this time is not to separate the roles of Chairwoman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairwoman.

 

  • This structure creates efficiency in the preparation of the meeting agendas and related Board materials as the Company’s Chief Executive Officer works directly with those individuals preparing the necessary Board materials and is more connected to the overall daily operations of the Company. Agendas are also prepared with the permitted input of the full Board of Directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The Board believes that the Company has benefited from this structure, and Ms. Chuah’s continuation in the combined role of the Chairwoman and Chief Executive Officer is in the best interest of the stockholders.
  • The Company believes that the combined structure is necessary and allows for efficient and effective oversight, given the Company’s relatively small size, its corporate strategy and focus.

 

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairwoman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.

 

Involvement in Certain Legal Proceedings

 

From time to time, we may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business. We may be named as a defendant in such lawsuits and thus become subject to the attendant risk of substantial damage awards. We believe that we have adequate liability insurance coverage. There can be no assurance, however, that we will not be sued, that any such lawsuit will not exceed our insurance coverage, or that we will be able to maintain such coverage at acceptable costs and on favorable terms.

 

We are not a party to, nor is any of our property the subject of, any legal proceedings. There are no proceedings pending in which any of our officers, directors or 5% shareholders are adverse to us or any of our subsidiaries or in which they are taking a position or have a material interest that is adverse to us or any of our subsidiaries.

 

 

 

  16  

 

 

Item 11. Executive Compensation

 

Compensation Philosophy and Objectives

 

Currently, our executive directors and officers do not receive compensation for services in such capacities. We expect to establish a compensation plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package over the executive’s career with us. The compensation program objectives will be to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our named executive officers to consist of two main elements:

 

  1. base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

 

  2. discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

 

Process for Setting Executive Compensation

 

As we do not have Compensation Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board or Compensation Committee will annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. The Board or Compensation Committee may award discretionary bonuses to each of the named executives, and reviews and approves the process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, the Board or Compensation Committee will review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

 

We expect out Chief Executive Officer to periodically provide the Board or Compensation Committee with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board of Compensation Committee will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

 

Our Compensation Peer Group

 

We expect to engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

 

Program Components

 

We expect our executive compensation program to consist of the following elements:

 

Base Salary

 

Our base salary structure will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board/Compensation Committee will consider all of these factors, though it will not assign specific weights to any factor. The Board/Compensation Committee will generally review the base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

 

 

 

  17  

 

 

Discretionary Bonus

 

The objectives of our bonus awards will be to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

 

Each of our named executive officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations regarding bonus awards for the named executive officers and the Board/Compensation Committee provides the bonus recommendation for the Chief Executive Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction of certain individual and corporate performance measures, and (iii) other factors which the Compensation Committee may deem relevant. The Company did not award any cash bonuses during fiscal year 2017.

 

Stock Holdings

 

The Board/Compensation Committee recognizes the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align the executives’ interests with the interests of the Company’s stockholders. Initially, we expect the Board/Compensation Committee to emphasize the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the executives, as the Board/Compensation Committee deems appropriate.

  

We have not timed nor do we plan to time our release of material non-public information for the purpose of affecting the value of executive compensation.

 

The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.

   

SUMMARY COMPENSATION TABLE

 

Name and Principal
Position 		    Year     Salary
($) 		    Bonus
($) 		    Stock Awards
($) 		    Option Awards
($) 		    Non-Equity Incentive Plan Compensation
($) 		    Change in Pension
Value and
Nonqualified Deferred Compensation Earnings
($) 		    All Other Compensation
($) 		    Total
($) 		 
Chuah Su Mei (1)   2017     –       –       –       –       –       –       –       –  
                                                                     
Anton Lin (2)   2016     60,000       –       –       –       –       –       –       60,000  
                                                                     
Joshua O’Cock (3)   2016     –       –       –       –       –       –       –       –  
                                                                     
Cuilian Cai (4)   2017     –       –       –       –       –       –       –       –  
    2016     –       –       –       –       –       –       –       –  

 

(1) Ms. Chuah was appointed our Chief Executive Officer, President and Director on August 15, 2017.
(2) Mr. Lin was the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and a Director until January 29, 2016.
(3) Mr. O’Cock was the director, President, Chief Executive Officer and Chief Financial Officer of the Company until October 13, 2016.
(4) Ms. Cai was as the director and Chief Executive Officer and Chief Financial Officer of the Company from October 13, 2016, to August 15, 2017.

 

 

 

  18  

 

 

Narrative Disclosure to Summary Compensation Table

 

Other than set out above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Stock Option Plan

 

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

 

Grants of Plan-Based Awards

 

There were no grants of plan based awards during the year ended July 31, 2017.

 

Outstanding Equity Awards at Fiscal Year End

 

There were no outstanding equity awards at the year ended July 31, 2017.

 

Option Exercises and Stock Vested

 

During our fiscal year ended July 31, 2017 there were no options exercised by our named officer.

 

Compensation of Directors

 

We currently do not compensate our directors for their services in their capacity as directors.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.  

 

Compensation Risk Management

 

Our Board of directors conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, our Board concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company.

 

Compensation Committee Interlocks and Insider Participation

 

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee.

 

Compensation Committee Report

 

Our Board has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Annual Report. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report and irrespective of any general incorporation language in such filing.

 

Submitted by members of the Board of Directors:

Chuah Su Mei

Chuah Su Chen

Yeow Yuen Kai

Jerry Ooi

 

 

 

  19  

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of October 9, 2017, by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of October 9, 2017. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of October 9, 2017, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

 

Unless otherwise noted, the business address of each beneficial owner listed is No. 45-2, Jalan USJ 21/10, Subang Jaya 47640, Selangor Darul Ehsan, Malaysia. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

 

As of October 9, 2017, we had 5,054,985 shares of common stock issued and outstanding.

 

Name of Beneficial Owner  

Amount and Nature of

Beneficial Ownership

   

Percent

of Class

 
             
Chuah Su Mei     2,397,847       47.44%  
Chuah Su Chen     2,000,000       39.56%  
                 
All executive officers and directors as a group (four persons)     4,397,847       87%  

 

Changes in Control

 

On August 3, 2017, Tianci, ShiFang Wan (“SFW”). Chuah Su Mei and the 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 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

 

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.

 

 

 

  20  

 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

  

On August 21, 2015, the Company assumed $101,095 loans provided by Anton Lin, the former Chief Executive Officer (“CEO”) and shareholder of the Company through the share exchange transaction. During the period ended July 31, 2016, the former CEO advanced $16,822 to the Company and the Company repaid $57,917 to the former CEO. In addition, pursuant to an employee agreement effective on March 1, 2014, the Company was obligated to pay $10,000 per month to the former CEO for management services until January 31, 2016. Accordingly, $60,000 management fees for the period during August 1, 2015 to January 31, 2016, were accrued as amount due to related parties. As at July 31, 2016, the Company owed $120,000 to the former CEO and shareholder.

 

During the year ended July 31, 2017, the Company had a change of control, pursuant to which former shareholders paid $118,640 for outstanding accounts payable. The $118,640 was immediately forgiven and recorded as contributed capital pursuant conditions of the change of control.

 

During the year ended July 31, 2016, a shareholder of the Company made vendor payments of $11,824 directly on behalf of the Company. During the year ended July 31, 2017, debt of $11,824 was forgiven and the Company recorded the debt forgiveness as additional paid in capital. As at July 31, 2017 and 2016, the Company owed $0 and $11,824 to a shareholder of the Company. This loan is non-interest bearing and due on demand.

 

As at July 31, 2017 and 2016, related parties were owed $0 and $131,824, respectively.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscals year ended July 31, 2017 and July 31, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

   

Year Ended

July 31, 2016

   

Year Ended

July 31, 2016

 
             
Audit Fees (1)   $ 12,500     $ 21,500  
Audit Related Fees (2)   $ 0     $ 0  
Tax Fees (3)   $ 1,000     $ 0  
All Other Fees (4)   $ 0     $ 0  
Total   $ 13,500     $ 21,500  

 

(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

 

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

 

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

 

(4) All other fees consist of fees billed for all other services.

 

On August 30, 2017, we adopted certain pre-approval policies and procedures which are more fully described in Exhibit 99.1.

 

Prior to the establishment of our Audit Committee and the adoption of our Pre-Approval Policies, our board of directors pre-approved all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

 

 

  21  

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) Financial Statements

 

  (1) Financial statements for our company are listed in the index under Item 8 of this document

 

  (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits

 

Exhibit

Number

  Description of Exhibit
3.1   Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
3.2   Articles of Amendment (incorporated by reference to Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015).
3.3   Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
4.1   Form of common stock certificate (incorporated by reference to our Registration Statement on Form S-1 filed on September 24, 2012)
14.1   Code of Ethic s (incorporated by reference to Exhibit 14.1 of our Annual Report on Form 10-K filed on November 13, 2013)
14.2   I nsider Trading Policy (incorporated by reference to Exhibit 14.2 of our Annual Report on Form 10-K filed on November 13, 2015)
14.3   Disclosure Policy (incorporated by reference to Exhibit 14.3 of our Annual Report on Form 10-K filed on November 13, 2015)
24   Power of Attorney *
31.1*   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*   Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2*   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
99.1   Pre-Approval Procedure s (incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed on August 30, 2017)
101*   Interactive Data File
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema Document
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.

 

 

 

  22  

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

  TIANCI INTERNATIONAL, INC.
  (Registrant)
   
   
Dated:  October 17, 2017 /s/ Chuah Su Mei
  Chua Su Mei
  Chief Executive Officer, President and Director
  (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 

Dated:  October 17, 2017  /s/ Chuah Su Mei
  Chuah Su Mei
  Chief Executive Officer, President and Director
  (Principal Executive Officer)
   
Dated:  October 17, 2017  /s/ Chuah Su Chen
  Chuah Su Chen
  Chief Financial Officer, Secretary and Director
  (Principal Financial Officer)
   
Dated:  October 17, 2017  /s/ Yeow Yuen Kai
  Yeow Yuen Kai
  Director
   
Dated:  October 17, 2017  /s/ Jerry Ooi
  Jerry Ooi
  Director

 

 

Representing all of the members of the Board of Directors.

 

 
   
* By /s/    Chuah Su Chen
  Chuah Su Chen
  Attorney-in-Fact**

 

** By authority of the power of attorney filed herewith

 

 

 

 

 

  23  

 

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