CIIT Tianci International Inc (PK)

2014 Securities Sale

In January 2014, we were a party to a securities purchase agreement (the "2014 SPA") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (before the 2017 Reverse Stock Split) (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin"). Pursuant to the 2014 SPA, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders were our former sole officer and director: Thomas Hynes ("Hynes") and corporate secretary: Nina Bijedic ("Bijedic"). Pursuant to the 2014 SPA, Hynes and Bijedic submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointment took effect immediately following the close of the Private Sale. Following the Private Sale, a change in control occurred since Lin gained control of almost 52% of our outstanding common stock.

2015 Share Exchange

On July 15, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”), Lin, being the owner of record of 11,451,541 common shares (before the 2017 Reverse Stock Split) of the Company and the persons listed thereof (the “Shareholders”), being the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”). Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of us in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of us, on August 21, 2015, we issued 4,812,209 shares (the “New Shares”) (before the 2017 Reverse Stock Split) (subject to adjustment for fractionalized shares as set forth below) of our common to the Shareholders (or their designees), and Lin caused 10,096,229 shares (before the 2017 Reverse Stock Split) of our common stock that he owned (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively represented 55% of the issued and outstanding common stock of us immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. became a wholly owned subsidiary (the “Subsidiary”) of us and there was a change of control of us following the closing. The Shareholders of Malta Co. owned approximately 55% of our issued and outstanding common stock. There were no warrants, options or other equity instruments issued in connection with the Exchange Agreement.

Malta Co. was incorporated in 2014 to acquire the intellectual property (IP) related to an unfinished game called “Tangled Tut.” Making full use of the team’s experience and diverse talent set, the company built the first mobile game with 3D printable rewards embedded and the associated IP and server technology.

Through Malta Co, we became an independent games development and technology company that specialized in developing enchanting games and gaming technology where the real and virtual worlds blur. We launched a mobile casual game called Bungee Mummy – Challenges, designed primarily for smartphones and tablets (supporting both Android and IOS), in late August of 2015.

On January 29, 2016, Lin resigned from his CEO and sole director positions with Tianci, and Mr. Joshua O’Cock became our CEO, CFO, Secretary and Director.

2016 Securities Sale and Spin-Off

On October 13, 2016, we entered into a spin-off agreement (the “Spin-Off Agreement”) with Malta Co. and Praefidi Holdings Limited (the “Buyer”), an entity organized under the laws of Malta that was owned by Brendon Grunewald. Pursuant to the Spin-Off Agreement, the Buyer received all of the issued and outstanding capital stock of Malta Co. and we received $2,000 as purchase price. The Buyer became the sole equity owner of Malta Co. and we had no further interest in Malta Co.

On October 13, 2016, shareholders who owned in the aggregate 18,071,445 shares (the “2016 Shares”) (before the 2017 Reverse Stock Split) of our common stock, representing approximately 65.1% of all our issued and outstanding common stock at the time, entered into a Share Purchase Agreement (the “Change of Control SP”) with certain purchasers listed therein pursuant to which the purchasers acquired the 2016 Shares for an aggregate purchase price of $150,000. In connection with the sale, a change in control occurred, and Mr. Joshua O’Cock, our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole director, resigned from all of his director and officer positions with us.

Simultaneously with the closing, Cuilian Cai, was appointed as a director and Chief Executive Officer and Chief Financial Officer of Tianci.

Effective November 7, 2016, we changed our name from Steampunk Wizards, Inc. to Tianci International, Inc.

On January 4, 2017, we issued 19,532,820 shares of our common stock (before the 2017 Reverse Stock Split) to certain purchasers in accordance with the terms and conditions of a Securities Purchase Agreement (the “Private Placement SPA”), at price of $0.005 per share for an aggregate purchase price of $98,104. The shares sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were used for working capital purposes.

2017 Securities Sale and Change in Control

On August 3, 2017, Tianci, ShiFang Wan (“SFW”), Chuah Su Mei, and Chuah Su Chen executed a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which SFW sold to the Chuah Su Chen and Chuah Su Mei an aggregate of 4,397,837 shares of Common Stock, or approximately 87% of the issued and outstanding Common Stock, at a purchase price of $350,000. The acquisition consummated on August 15, 2017, and 2,000,000 shares of the Company’s common stock were purchased by Chuah Su Chen using her own personal funds. Upon consummation, the former sole executive officer and director of Tianci resigned from all of her positions with Tianci, and Chuah Su Mei, Chuah Su Chen and Yeow Yuen Kai were appointed to serve in the positions set forth next to their names below:

Chuah Su Chen and Chuah Su Mei are siblings.

Effective August 30, 2017, Jerry Ooi was appointed to serve as a Director of Tianci until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of Tianci. Mr. Kai resigned from his position as the Chief Technology Officer effective September 20, 2017, and his position as our director effective August 31, 2019.

2020 Cancellation of Securities

In August 2020, Chuah Su Chen cancelled all shares of common stock held by her and Chuah Su Mei cancelled 604,837 shares of common stock held by her. As a result, Chuah Su Chen does not hold any shares of common stock of the Company and Chuah Su Mei holds 1,793,000 shares. The executive officers elected to cancel their shares to increase the number of shares available for future prospective corporate transactions including financings and acquisitions.

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.

Going Concern

Our 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 of January 31, 2021, the Company had working capital deficit of $289,226 and has incurred losses since its inception resulting in an accumulated deficit of $1,416,777. 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 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.

Results of Operations

The following table provides selected financial data about our company as of January 31, 2021 and July 31, 2020 and for the six months ended January 31, 2021 and 2020.

Summary Income Statement Data

Three Months Ended January 31, 2021, Compared to Three Months Ended January 31, 2020

Revenue. During the three months ended January 31, 2021, and 2020, we did not generate any revenues.

Operating Expenses. Operating expenses were $12,308 and $14,548 for the three months ended January 31, 2021 and 2020, respectively. Operating expenses mainly consisted of professional fees and general administrative expenses. The decrease in operating expenses resulted primarily from the decrease in professional fees. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

Loss from Operations. For the three months ended January 31, 2021, and 2020, we incurred a loss from operations of $12,308 and $14,548, respectively. The decrease in loss from operations was attributable to the decrease in our professional fees.

Other expenses. For the three months ended January 31, 2021, and 2020, we incurred other expenses of $11,381 and $0, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the three months ended January 31, 2021, and 2020, we incurred a net loss of $23,689 and $14,548, respectively. The increase in net loss was primarily attributable to an income tax penalty.

Revenue. During the six months ended January 31, 2021, and 2020, we did not generate any revenues.

Operating Expenses. Operating expenses were $27,119 and $37,255 for the six months ended January 31, 2021 and 2020, respectively. Operating expenses mainly consisted of professional fees and general administrative expenses. The decrease in operating expenses resulted primarily from the decrease in professional fees. We expect our operating expenses to increase once we identify and consummate the acquisition of an operating company.

Loss from Operations. For the six months ended January 31, 2021, and 2020, we incurred a loss from operations of $27,119 and $37,255, respectively. The decrease in loss from operations was attributable to the decrease in our professional fees.

Other expenses. For the six months ended January 31, 2021, and 2020, we incurred other expenses of $11,381 and $0, respectively. Other expenses consisted of an income tax penalty.

Net Loss. For the six months ended January 31, 2021, and 2020, we incurred a net loss of $38,500 and $37,255, respectively. The increase in net loss was primarily attributable to decrease in our professional fees offset by an increase with an income tax penalty paid.

As of January 31, 2021, we had a working capital deficit of $289,226 as compared to working capital deficit of $250,726 as of July 31, 2020. The increase in working capital deficit was mainly due to an increase in amounts due to related parties, for the payment of operating expenses and income tax penalty.

Cash Flows from Operating Activities

During the six months ended January 31, 2021, net cash used in operating activities was $39,561, compared to $34,947 for the six months ended January 31, 2020. The increase in net cash used in operating activities was mainly due to the decrease in accounts payable and accrued liabilities and an increase in net loss.

Cash Flows from Investing Activities

During the six months ended January 31, 2021 and 2020, we had no cash flow from investing activities.

Cash Flows from Financing Activities

During the six months ended January 31, 2021, net cash provided by financing activities was $39,561, compared to $34,947 for the six months ended January 31, 2020. The increase in net cash provided by financing activities was mainly due to the increase in proceeds from related parties.

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 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.