TIANCI INTERNATIONAL, INC. 10-Q

Table of Contents

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-42591

TIANCI INTERNATIONAL, INC.

(Exact Name of Registrant in its Charter)

Nevada	45-5440446
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

	Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui Kowloon, Hong Kong 999077
	(Address of Principal Executive Offices)

	852-266-21800
	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	CIIT	Nasdaq Capital Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

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. (Check One)

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

June 22, 2026

Common Stock: 9,673,907

TIANCI INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED APRIL 30, 2026

TABLE OF CONTENTS

		Page No.

Part I. Financial Information

Item 1.	Financial Statements (unaudited):	3

	Condensed Balance Sheets – April 30, 2026 (Unaudited) and July 31, 2025	3

	Consolidated Statements of Operations (Unaudited) - for the Three and Nine Months Ended April 30, 2026 and 2025	4

	Condensed Statement of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended April 30, 2026 and 2025	5

	Statements of Cash Flows (Unaudited) – for the Nine Months Ended April 30, 2026 and 2025	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

Part II. Other Information

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

	Signatures	32

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)


	April 30,			July 31,
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	718,203		$	2,405,352
Accounts receivable		957,880			–
Prepayment and other current assets		730,472			382,554
Inventory		282,139			215,346
Total current assets		2,688,694			3,003,252

Other assets:
Lease security deposit		21,518			23,174
Lease right-of-use asset		74,289			119,545
Total non-current assets		95,807			142,719

TOTAL ASSETS	$	2,784,501		$	3,145,971

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	–		$	18,554
Income taxes payable		–			16,117
Lease liability-current		60,510			57,903
Accrued liabilities and other payables		32,137			5,077
Total current liabilities		92,647			97,651

Lease liability - noncurrent		11,390			61,403

Total liabilities		104,037			159,054


Commitments and contingencies		–			–

Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of April 30, 2026 and July 31, 2025		–			–
Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively		–			8
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively		–			–
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 3,618,907 and 2,361,763 shares issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively*		361			236
Additional paid-in capital		6,134,805			5,846,922
Accumulated deficit		(3,482,130	)		(2,862,860	)
Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.		2,653,036			2,984,306
Non-controlling interest		27,428			2,611

Total stockholders’ equity		2,680,464			2,986,917

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,784,501		$	3,145,971

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the three months ended April 30						For the nine months ended April 30,
	2026			2025			2026			2025
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
OPERATING REVENUES
Global logistics services	$	2,271,363		$	1,901,992		$	8,018,604		$	6,731,768
Sale of minerals		1,418,552			–			3,239,872			–
Other revenue		620,606			46,223			754,956			276,590
Total Operating Revenues		4,310,521			1,948,215			12,013,432			7,008,358

COST OF REVENUES
Global logistics services		2,186,753			1,886,564			7,791,053			6,472,998
Cost of minerals		1,415,118			–			3,016,808			–
Other revenue		11,161			3,668			33,521			168,968
Total Cost of Revenues		3,613,032			1,890,232			10,841,382			6,641,966

Gross profit		697,489			57,983			1,172,050			366,392

Operating expenses:
Selling and marketing		30,000			63,700			119,580			163,924
General and administrative		552,141			960,583			1,623,053			1,392,187

Total operating expenses		582,141			1,024,283			1,742,633			1,556,111

(Loss) income from operations		115,348			(966,300	)		(570,583	)		(1,189,719	)

Other income (loss) net		(86	)		–			(153	)		27,391

Income (loss) before provision for income taxes		115,262			(966,300	)		(570,736	)		(1,162,328	)
Provision for income tax expenses (benefits)		23,717			(6,891	)		23,717			–

Net (loss) income		91,545			(959,409	)		(594,453	)		(1,162,328	)
Less: net income (loss) attributable to non-controlling interest		42,819			(11,422	)		24,817			(7,934	)

Net income (loss) attributable to TIANCI INTERNATIONAL, INC.	$	48,726		$	(947,987	)	$	(619,270	)	$	(1,154,394	)

Weighted average number of common shares
Basic and diluted *		3,618,829			2,138,826			3,145,300			2,120,467

Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	0.01		$	(0.43	)	$	(0.20	)	$	(0.52	)

Weighted average number of preferred shares A
Basic and diluted		–			–			–			–

Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	–		$	–		$	–		$	–

Weighted average number of preferred shares B
Basic and diluted		–			80,000			4,034			80,000

(Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.
Basic and diluted	$	–		$	(0.43	)	$	(0.20	)	$	(0.52	)

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2026 AND 2025

(EXPRESSED IN UNITED STATES DOLLARS)


	Series B Preferred Stock			Series B Preferred Stock amount			Common stock before RS		Common stock*		Common stock amount*		Subscription receivable		Additional Paid-in Capital			(Accumulated Deficit)			Noncontrolling interest			Total
Balance at July 31, 2025		80,000		$	8			16,531,803		2,361,763	$	236	$	–	$	5,846,922		$	(2,862,860	)	$	2,611		$	2,986,917
Net loss		–			–			–		–		–		–		–			(268,098	)		(776	)		(268,874	)
Balance at October 31, 2025 (unaudited)		80,000		$	8			16,531,803		2,361,763	$	236	$	–	$	5,846,922		$	(3,130,958	)	$	1,835		$	2,718,043
Net loss		–			–			–		–		–		–		–		$	(399,898	)	$	(17,226	)		(417,124	)
Conversion of preferred stock to common stock		(80,000	)	$	(8	)		8,000,000		1,142,858		114		–		(106	)		–			–			–
Issuance common stock for inventory purchase		–			–			800,000		114,286		11		–		287,989			–			–			288,000
Balance at January 31, 2026 (unaudited)		–		$	–			25,331,803		3,618,907	$	361	$	–	$	6,134,805		$	(3,530,856	)	$	(15,391	)	$	2,588,919
Net loss		–			–			–				–		–		–			48,726			42,819			91,545
Balance at April 30, 2026 (unaudited)		–		$	–			25,331,803		3,618,907	$	361	$	–	$	6,134,805		$	(3,482,130	)	$	27,428		$	2,680,464


	Series B Preferred Stock		Series B Preferred Stock amount		Common stock before RS		Common stock*		Common stock amount*		Subscription receivable		Additional Paid-in Capital		(Accumulated Deficit)			Noncontrolling interest			Total
Balance at July 31, 2024		80,000	$	8		14,781,803		2,111,686	$	211	$	–	$	963,683	$	(222,071	)	$	48,179		$	790,010
Net loss		–		–		–		–		–		–		–		(93,056	)		1,108			(91,948	)
Balance at October 31, 2024 (unaudited)		80,000	$	8		14,781,803		2,111,686	$	211	$	–	$	963,683	$	(315,127	)	$	49,287		$	698,062
Net loss		–		–		–		–		–		–		–		(113,351	)		2,380			(110,971	)
Balance at January 31, 2025 (unaudited)		80,000	$	8		14,781,803		2,111,686	$	211	$	–	$	963,683	$	(428,478	)	$	51,667		$	587,091
Proceeds from public offering		–		–		1,750,000		250,000		25		–		4,724,827		–			–			4,724,852
Warrants issuance to consultant		–		–		–		–		–		–		158,412		–			–			158,412
Net loss		–		–		–		–		–		–		–		(947,987	)		(11,422	)		(959,409	)
Balance at April 30, 2025 (unaudited)		80,000	$	8		16,531,803		2,361,686	$	236	$	–	$	5,846,922	$	(1,376,465	)	$	40,245		$	4,510,946

*	All common stock share and per share amounts for all periods presented have been retroactively restated to give effect to the reverse stock split.

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

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN UNITED STATES DOLLARS)


	For the nine months ended April 30,
	2026			2025
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss)	$	(594,453	)	$	(1,162,328	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of operating lease right-of-use asset		45,257			–
Warrants issuance to consultant		–			158,412
Debt forgiven by related party

SEC Form 10-Q filed by Tianci International Inc.