TIANCI INTERNATIONAL, INC. 10-K

 false 2024 FY 0001557798

 2024-01-31

 2024-10-21

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 2024-05-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 _____________________

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 FOR THE FISCAL YEAR ENDED JULY 31, 2024

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

 For the transition period from _____ to _____

 Commission File No. 333-184061

 (Exact Name of Registrant as Specified in its Charter)

 Nevada

 45-5540446

 (State or Other Jurisdiction of incorporation or organization)

 (I.R.S. Employer I.D. No.)

 Unit B, 10/F, Ritz Plaza, No. 122 Austin Road,
 Tsim Sha Tsui,

 Kowloon, Hong Kong 999077

 (Address of Principal Executive Offices)

 Registrant's Telephone Number: 852 - 22510781

 Securities Registered Pursuant to Section 12(b)
of the Act:

 Title of Each Class

 Trading Symbol

 Name of Each Exchange on Which Registered

 None

 None

 Not Applicable

 Securities Registered Pursuant to Section
12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 406 of the Securities Act. Yes No

 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

 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, a 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 has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

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

 As of January 31, 2024 (the last business day of the most recently
completed second fiscal quarter) the aggregate market value of the common stock held by non-affiliates was $ 4,450,320.

 As of October 21, 2024, there were 14,781,803 shares of common stock
outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE: None

 FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

 This Annual Report contains certain forward-looking
statements regarding Tianci International, Inc., its business and financial prospects. All statements that address events or developments
that we expect or anticipate will occur in the future are forward-looking statements. These statements represent Management's best
estimate of what will happen. Nevertheless, there are numerous risks and uncertainties that could cause our actual results to differ dramatically
from the results suggested in this Report, including the contingencies described in this Report under Item 1A titled "Risk Factors".

 Because these and other risks may cause the Company's
actual results to differ from those anticipated by Management, the reader should not place undue reliance on any forward-looking statements
that appear in this Report.

 i

 PART 1

 Item 1. Business

 The Share Exchange

 On March 6, 2023 Tianci International, Inc. ( "Tianci"),
which had previously been a shell corporation with no business operations, completed a share exchange with RQS Capital Limited ( "RQS
Capital"), in which RQS Capital transferred all of the issued and outstanding capital stock of RQS United Group Limited ( "RQS
United") to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its common stock and paid a cash price of $350,000
(the " Share Exchange ").

 RQS United is a holding company incorporated in
the Republic of Seychelles. RQS United has no operations other than holding 90% of the share capital of its subsidiary, Roshing International
Co., Limited, a company organized under the laws of Hong Kong ( " Roshing "). Shufang Gao and Ying Deng,
who are officers and members of Tianci's Board of Directors are also officers and directors of Roshing. Ying Deng owns the 10% of
Roshing that is not owned by RQS United.

 The Share Exchange was accounted for as a "reverse
acquisition" effected as a recapitalization, wherein RQS United was considered the acquirer for accounting and financial reporting
purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized
on Tianci's financial statements.

 Overview

 The Company, through Roshing, provides global logistics
services, encompassing booking and transportation arrangement and related logistics solutions. Roshing's customized logistics solutions
are tailored to meet the diverse needs of its customers.

 As a logistics shipping operator, Roshing focuses
on ocean freight forwarding services, including container shipping and bulk goods shipping service.

 For the container shipping service, Roshing charters
cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that
cargo space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers,
and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection
of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance
of the contract.

 Roshing currently does not own or operate any transportation
assets. By leveraging our senior management's expertise in the global logistics industry and adopting an asset-light strategy at
the early stage, Roshing has seen a significant growth in logistics revenue during the year ended July 31, 2024. Shufang Gao, our CEO
previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping
operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework
to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing's
business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam.
Roshing's logistics services also include the shipment of goods to African countries.

 Roshing also generates revenue from the sale of
electronic parts, and certain business and technical consulting services, independent from its global logistics business. This additional
line of business produced 3.4% of our revenues for the year ended July 31, 2024.

 Our Mission

 Creating Value

 As a global logistics enterprise, our primary mission
is to provide customers with efficient, reliable, and safe shipping services that create value.

 Promoting Global Trade & Connectivity

 As an important component of global trade, global
logistics enterprises also have a mission to promote the development and connectivity of global trade, and promote the prosperity and
development of the global economy, by facilitating cross-border operations for businesses. We are committed to cultivating a robust global
network, both online and offline. The online part involves connecting with customers and suppliers through social media platforms. The
offline part includes acquiring potential customer through exhibitions, recommendations, and other direct interactions.

 Undertaking Social Responsibility

 We believe that shipping companies also need to
be socially responsible, pay attention to environmental protection, social welfare, promote sustainable development and contribute to
the prosperity and development of society.

 We strive to optimize shipping routes and transportation
plans to reduce energy consumption and emissions. Moreover, we will encourage our supply chain partners to adopt greener transportation
and packaging methods, contributing to the sustainability of the entire industry. We also seek to actively participate in environmental
projects and initiatives and collaborate with government and non-governmental organizations to focus on environmental protection.

 Our Services

 Our operations conducted through Roshing include
providing the following services to our customers.

 1.

 Global Logistics Services

 Our global logistics services provided through
Roshing accounted for 96.6% of our revenue for the year ended July 31, 2024. These services encompass shipping operations and related
logistics solutions. Roshing customizes its logistics solutions to meet the diverse needs of its customers, including the optimization
of shipping routes and the utilization of vessels with different tonnages. As a global logistics enterprise, depending on the type of
cargo, Roshing provides container shipping and bulk goods shipping services. Container shipping is generally for small merchandise which
can be palletized and fit into a container. Bulk goods shipping is generally for bulk commodities, such as lumber, steel, construction
materials, chemicals, and agricultural products.

 a.

 Container shipping

 Roshing's container shipping service includes:

 i. Customer Service and Support

 Customer Consultation: Implementing strategies to identify,
 assess, and mitigate risks associated with cargo transportation.

 Customized Solutions: Implementing strategies to identify, assess, and
 mitigate risks associated with cargo transportation.

 ii. Contract and Quotation Management

 Transport Contracts: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation.

 Quotation Services: Providing quotes to customers based on the number of containers, size of containers, routes, shipping dates and various other factors.

 iii. Financial Management

 Cost Management: Managing and optimizing the costs associated with cargo
 transportation.

 Billing and Collection: Handling the billing process and ensuring the
 timely collection of payments.

 vi. Risk Management

 Implementing strategies to identify, assess, and
mitigate risks associated with cargo transportation.

 b.

 Bulk goods shipping

 Roshing's bulk goods shipping service includes:

 i.
 Customer Service and Communication

 Providing ongoing support and clear communication to customers
throughout the shipping process, addressing any queries or issues promptly.

 ii.
 Fixture Note and Quotation Management

 Fixture Note: Managing and maintaining transport contracts to ensure clear
 and effective agreements for bulk shipping.

 Quotation Services: Offering detailed quotations for bulk shipping services,
 helping customers understand and proposing plans for budget control.

 iii.
 Chartering: Arranging the chartering of bulk cargo vessels including negotiating terms and conditions.

 iv.
 Ship Operations Management

 Overseeing and supervising the day-to-day operations
of the ships involved in bulk cargo transportation.

 v.
 Cooperation and Coordination

 Facilitating collaboration and coordination between
various stakeholders involved in the shipping process, such as port authorities, cargo handlers, and other service providers.

 vii. Financial Management

 Cost Management: Monitoring and optimizing the costs associated with bulk
 cargo transportation to ensure efficiency and cost-effectiveness.

 Billing and Collection: Handling the billing processes and ensuring timely
 collection of payments.

 Our General Logistics Service Process

 Roshing has a long-term and close cooperation with
ocean shipping suppliers, including the signing of charter contracts, and service contracts. When a customer makes an inquiry to Roshing,
we are usually able to offer competitive quotes and customize shipping solutions quickly.

 Roshing begins by thoroughly evaluating the customer's
logistics needs, including the type of goods being shipped, the destination, and the required transportation time. Based on this information,
Roshing designs an optimal transportation plan tailored to the customer's specific requirements. This plan includes selecting the
most efficient shipping routes, determining the appropriate container or bulk cargo vessel size and type, and considering any special
handling or regulatory compliance requirements. Roshing then enters into a written contract with the customer for ocean shipping that
can best meet the customer's needs. This includes selecting a shipment method that aligns with the customer's timeline and
cargo specifications.

 Roshing works with each customer to develop a cost-effective
plan and service terms to meet the client's specific needs. This involves detailed discussions to ensure that both parties have
a clear understanding of expectations, costs, and responsibilities. Roshing will assign cargo space from the appropriate container or
bulk cargo vessel based on the volume and weight of the shipment, minimize shipping costs, select the shortest route to save on freight,
and choose the port closest to the customer's destination.

 Throughout the entire shipping process, Roshing
maintains close oversight to ensure the safety and timely arrival of goods at the destination port. This involves real-time tracking and
monitoring of the shipment, handling any unforeseen issues that may arise, and providing regular updates to the customer. By doing so,
Roshing ensures that the goods are transported safely and arrive within the agreed timeframe, meeting all customer expectations.

 We believe that Roshing stands out in the global
logistics landscape because of its core strengths. First, Roshing's management's extensive network and industry relationships
empower us with access to a wide customer base, enabling tailored solutions for an array of logistics requirements. Additionally, our
collaboration with direct shipping suppliers ensures competitive rates and transparent service delivery. Moreover, Roshing's expertise
in route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients. These strengths collectively
position us as a competitive player in the industry.

 1. Container shipping process

 Roshing has a large network of international container
shipping resources to provide customers with flexible booking services and personalized logistics solutions to meet the different needs
of customers.

 a. Long-term cooperation service agreements

 Roshing has a long-term cooperation agreement with container suppliers which grants it priority for container space and preferential prices.

 b. Customer source and inquiry quotation

 Current container shipping logistics customers of Roshing mainly come from the direct business contacts of the Company's management. Roshing's customers are mainly cargo owners, cargo agents, international trade companies and large commodity buyers. At present, the main cargo types of container shipping include: auto parts, electronics and electrical products, clothing and shoes, small consumer products, etc. The primary routes are from Asia to Africa, America, Europe and Australia.

 Customer Inquiry: The customer usually makes an inquiry to Roshing based on the product name, category, quantity, volume, weight, departure port, destination port, arrival time or delivery time of the goods.

 Quotation: Roshing generates shipping quotes for its clients based on the size, type and quantity of containers, the customer's date, shipping providers and route needs.

 c. Contract signing and fee collection

 The customer places a confirmation order with Roshing, usually in the form of booking order which includes route, shipper, consignee, name of vessel, loading port, discharge port, container type, container quantity, cargo quantity, cargo description, gross weight and other information.

 Roshing issues an invoice and debit note to the customer for fee collection.

 d. Container freight payment

 Roshing notifies the supplier (shipowner, ship carrier, non-vessel operating common carriers and freight forwarder) to confirm the booking information, and the supplier issues an invoice to Roshing for payment.

 Roshing makes payment to the supplier and ensures that the supplier completes the shipment according to the agreed upon terms.

 e. Transportation arrangements

 The customer is responsible for loading goods, container trailers, customs declaration, purchase of insurance and delivery of containers to the container yard at the loading port prior to the shipping cutoff date.

 After the customer completes the customs declaration and releases the products, the shipowner loads the containers onto the vessel and ships them to the designated port of destination according to the selected route. During this period, Roshing notifies the shipowner or the freight forwarder to issue a sea waybill or proforma to the customer detailing the condition that the freight has been received.

 After discharging the goods at the destination port, the shipowner will notify the local freight forwarder designated by the customer to complete the customs clearance of the goods and land transportation of the containers to their destination.

 f. Follow up work

 Roshing oversees the shipment process to ensure it meets the customer's satisfaction.

 2. Bulk goods shipping process

 Roshing's bulk shipping operator services
encompass a broad range of bulk merchandise, including steel, building materials, and engineering materials. Roshing provides customized
maritime logistics solutions for customers. At present, Roshing's main bulk shipping route covers: Japan, South Korea and Vietnam.
To ensure that its customers receive customized shipping plans, Roshing closely follows shipping industry development trends, analyzes
the characteristics of its customer's goods, the port of destination, and timing requirements. Roshing also constantly optimizes
the route layout to improve transportation efficiency and ensure that the goods arrive at the destination safely and on time.

 a. Customer development

 The management and business teams of Roshing promote its services, develop customers and obtain cooperation opportunities through customer visits and direct sales.

 Roshing gets referrals from customers and agents. Roshing then pays a sales commission to the referring customers and agents.

 b. Customer inquiry and quotation

 Inquiry: The customer puts forward the shipping requirements to Roshing, including the goods to be transported, the type and quantity of the goods, the characteristics of the goods, the transportation time, the destination port, any special arrangements and other needs.

 Customized quotation: Roshing carries out pre-quotation work based on customer needs, such as shipping route supply resource inquiry and shipping demand matching. Roshing then confirms the shipping plan and cost quote with the customer.

 c. Contract signing and payments

 Contract signing: Roshing usually enters a fixture note with the customer, which contains the details of the specifications, quantities, transit times, prices, pricing methods, and others.

 Payment: Roshing calculates the sea freight according to the fixture note and issues an invoice to the customer for the sea freight payment.

 d. Supplier's selecting and chartering

 When selecting shipping supplier, Roshing considers the cargo characteristics, ship characteristics, cargo type & quantity, transportation requirements and shipment date.

 When signing a fixture note with its customer, Roshing will sign a fixture note with the shipping supplier as well. The shipping suppliers are usually shipowners or ship carriers.

 e. Transportation arrangement and payment

 i. Most of Roshing's bulk cargo logistics
are carried out on a Free In and Out ("FIO"), which means that the shipper is responsible for loading the cargo onto the vessel,
the shipowner is responsible for the transport and the consignee is responsible for the unloading process. The FIO process for international
shipping includes:

 Merchandise packing, land transportation, warehousing, port operation, customs clearance, loading operation and other work shall be completed by the cargo owner or its agency.

 Usually after the goods are loaded on board, the agency obtains the captain's receipt and issues the bill of landing.

 Roshing's responsibilities include ocean transportation of the goods from the time the goods are loaded onboard, onboard storage management, transportation process, sea navigation planning and adjustment, risk management, until the arrival of the goods at the destination port, and cargo unloading operations. Roshing's obligation of carriage is completed when the merchandise is unloaded from the ship.

 ii. Customs clearance, delivery of goods, and delivery
of shipping documents are usually completed by agencies in different ports. In most shipping scenarios, the consignment arrangement is
made by the consensual shipping supplier. In some transport scenarios, Roshing directly assigns the agency for customers.

 iii. Transportation Fee payment: Roshing usually
pays the transportation fee to the shipping supplier in 3-4 days. If there are other fees, such as processing fees, port fees, commission,
agency fees and other related fees, the fees are be settled according to the customer's contract with Roshing.

 f. Follow up service

 i. File Organizing

 Transportation records: After the shipping process, Roshing
will organize and keep all documents and records generated during transportation for record.

 ii. Customer Feedback

 Customer feedback: Roshing pays great attention to its customer
experience. It collects customer feedback on transportation services and addresses any problems or complaints that may arise.

 Other Product & Services

 Electronic Device Hardware: Roshing is a distributor of
 hardware components for electronic devices and generates revenue from reselling these components and is not involved in product development
 and manufacturing. The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens,
 and software technical services. Roshing's main customers are oversea traders, direct traders of hardware components, companies
 engaged in the assembly and sale of finished products and private label entities seeking electronic component procurement with light
 customization.

 Software Technical Services: Roshing provides technical
 consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized
 software and related hardware. Roshing also provides software maintenance service to keep customer's software up to date and
 assists customers in promoting business with ongoing marketing support.

 Business Consulting Services: Roshing provides business consulting services to help customers
 apply for immigration and non-immigration visas. The Company is responsible for performing background checks, assessment, and preparing
 related application paper works.

 INDUSTRY AND MARKET OPPORTUNITIES

 Logistics Market

 The classification of the logistics service providers
in the global logistics industry

 Global logistics includes: Air Transport Logistics,
Land Transport Logistics, Marine Transport Logistics, Terminal Operator etc. Among them, the Marine Transport Logistics is usually divided
into shipping owner (holding ship assets) and shipping operator (not holding ship assets). The shipping operator includes Container Shipping
Operator/ Bulk Shipping Operator/ Liquid Shipping Operator/ Others Shipping Operator. The main business of Roshing belongs to Container
Shipping Operator and Bulk Shipping Operator categories.

 Shipping operators, such as Roshing, play a key
role in the global logistics industry. Their efficient operation management and services not only ensure the safety and punctual delivery
of goods, but also play an important role in optimizing the logistics efficiency of global trade.

 We believe the outlook for the shipping industry
is strong. According to BIMCO (BIMCO is the world's largest international shipping association, with over 2,000 members in more
than 130 countries, representing 62% of the world's tonnage.), ship supply is expected to grow on average 9.1% in 2024 and 4.1%
in 2025. Ship deliveries are expected to hit a new record high in 2024, beating the record set in 2023. The fleet is expected to grow
14.9% between the end of 2023 and the end of 2025. Cargo volumes are expected to grow 3-4% in both 2024 and 2025.

 Macro Economy Growth

 According to the International Monetary Fund's
(IMF) estimates, the global economy should grow 3.1% in 2024 and 3.2% in 2025, slightly higher than the 3.0% estimated for 2023, indicating
a modest but positive trend in global economic expansion. In our primary area of operations in East and Southeast Asia, the growth is
expected to be 4.0% in 2024 and 3.8% in 2025.

 According to BIMCO: Iron ore shipments are estimated
to grow 2.5% from 2023 to 2025. BIMCO estimates that iron ore shipments will grow by 1-2% in 2024 and 0.5-1.5% in 2025. They will benefit
from a 1.7% and 1.2% increase in global steel demand in 2024 and 2025 respectively as forecast by the World Steel Association.

 Global Logistics Business Strengths

 Specialized Services: We boast a professional team that uses its collective experience and connections to provide clients with tailored, efficient, and reliable global logistics solutions. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework for expanding its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Based on our collective knowledge and experience, we are able to tailor our services according to the needs of our customers' needs, including route optimization, vessel selection, port logistics scheduling, and stringent cost management.

 Regional Network: With the collective experience of our team, we have cultivated a network of valuable partnerships, particularly in our core regions of Japan, South Korea, and Vietnam. By focusing our efforts on these regions, we are able to offer tailored solutions that leverage our deep understanding of local regulations and market dynamics. This allows us to provide efficient and cost-effective services to our clients, facilitating logistics operations across borders. Our collaborative approach and dedication make us a trusted partner for businesses seeking reliable logistics solutions in the global marketplace.

 Stable Transport Capacity and Reserved Space: We maintain enduring and strong relationships with major shipping suppliers, allowing us to secure vessel space in advance and ensure reliable and timely delivery of clients' goods. This stability in transport capacity is particularly beneficial for clients with recurring shipping needs.

 Our Growth Strategies

 Our growth plan includes a continued focus on the
global logistics service as our primary business segment. As our capital resources increase, we intend to scale up our shipping operations,
including chartering additional vessels. We believe that the expansion of shipping operations will allow us to provide more cost-effective
shipping options to our clients, particularly those with large load needs.

 Not only have we increased the size of our shipping
business, we intend to continue to grow our shipping operation business by expanding global routes in addition to focusing on maritime
shipping in the Asian region.

 Global logistics Network Expansion and Collaborative Partnerships: We aim to broaden our global presence to South America and Africa and forge strategic alliances with regional partners to ensure that we remain agile and responsive to the dynamic demand of the market.

 Risk Management and Compliance Adherence: We intend to maintain compliance with pertinent international and local regulations as a priority to mitigate associated risks. Additionally, we have designated a risk management strategy to effectively address and mitigate potential risk issues, ensuring that we operate in accordance with regulatory requirements and maintain the highest standards of corporate governance.

 Environmental Responsibility and Sustainable Practices: We are committed to environmental responsibility and sustainable practices, and as such, we plan to prioritize environmentally friendly ship cooperation. Through the optimization of transportation routes and the reduction of carbon emissions, we aim to further demonstrate our dedication to sustainability and contribute to a greener future.

 Continuous Training and Development: We intend to prioritize continuous training and development for our team members to uphold professionalism and ensure their skills remain aligned with industry advancements.

 Global Logistics Business

 Market Positioning and Route Optimization

 Precise Target Market Positioning: Based on the actual situation and requirements of the Company and our clients, we select the main segments of the shipping market to focus on, such as bulk cargo or containers, and provide customized services tailored to different market demands.

 Optimization of Route Layout: Dynamically adjust shipping routes based on global trade flows and customer demands, increase or optimize the allocation of capacity on key routes and improve route coverage and timeliness.

 Capacity Management and Cooperative Alliances

 Reasonable Allocation of Capacity Resources: Develop plans for chartering based on market demand and supply trends, to optimize the allocation of capacity resources.

 Strengthen Cooperation and Alliances: Actively establish close cooperative relationships with other shipping companies, shipping agents, ports, logistics providers, etc., to reduce costs and improve efficiency through resource sharing and mutual benefit.

 Service Innovation and Quality Enhancement

 Strict Control of Service Quality: Strengthen internal
management, improve employee quality, ensure that service quality and safety levels meet international standards, and build a good corporate
image.

 Sustainable Development

 Formulation of Sustainable Development Strategies:
Integrate environmental protection concepts into the Company's long-term development plans and achieve sustainable development goals
through measures such as optimizing routes and reducing emissions.

 Risk Management and Response Mechanisms

 Establishment of Sound Risk Management Systems:
Establish sound risk warning and prevention mechanisms for various risks faced by the shipping market, such as freight rate fluctuations,
exchange rate changes, and policy adjustments.

 Formulation of Flexible Response Strategies: Timely
formulate or adjust operational strategies based on market changes and policy adjustments to ensure stable business development.

 Our Growth Plan

 Our growth plan includes a continued focus on the
global logistics service as our primary business segment. We intend to use capital as it becomes available to scale up our
shipping operations, including chartering additional vessels. We believe that the expansion of shipping operations will allow us to provide
more cost-effective shipping options to our clients, particularly those with large load needs.

 Not only have we increased the size of our shipping
business, we intend to continue to grow our shipping operation business by expanding global routes in addition to focusing on maritime
shipping in the Asian region. Our growth plan includes:

 Growth plan for container shipping operator
service

 a. Increase the number of container shipping customers

 Expand direct customers: Increase customer development activities by the Company's management and business team.

 Our goal is to increase the number of container shipping customers by approximately 50% annually.

 b. Increase industry acquisition

 Acquire a container operator: We hope to identify and acquire an appropriate container shipping operating company with annual revenue of more than $10 million, that has experience operating routes in South America and Africa, a good reputation in the market and long-term customer relationships.

 Increase the Dry Bulk and Container business of subsidiaries outside Hong Kong: We hope to expand our operations outside Hong Kong to include new dry bulk markets, particularly in South America and Africa. We also hope to increase coverage of major global trade routes, enhancing market diversification and risk resilience.

 We hope to expand the scale of the charter fleet
to support increased operations and market reach.

 Growth plan of Bulk shipping operator service

 a. Increase the number of bulk shipping customers

 Online: Increase contact with customers via Internet/communication. Offline: Establish contact with new customers by participating in exhibitions and increasing channel agent cooperation.

 Expand direct customers: Increase customer development activities by the Company's management and business team.

 Our goal is to increase the number of bulk shipping customers by approximately 30% annually.

 b. Increase the number of ship charters and freight
capacity

 We hope to increase the number of ship charters from our current monthly transport of bulk and general cargo of 2-3 ships with a volume of about 4,000-10,000 tons to 4-5 ships per month by 2025, with an approximate volume of about 8,000-15,000 tons.

 iii. Increase the number of routes

 At present, Asia is our primary area of operation. We seek to expand our area of operations and increase the number of routes to South America and Africa in the future.

 Competition

 Roshing's container shipping operation faces
competition from global and regional shipping companies such as Maersk, Mediterranean Shipping Company (MSC), and CMA CGM Group. These
companies offer extensive networks and comprehensive services, including advanced tracking technology, competitive pricing, and strong
customer service capabilities. Additionally, logistics companies like DHL and FedEx also provide integrated transportation solutions,
including container shipping.

 To maintain competitiveness, Roshing focuses on
providing high-quality, customized services, leveraging expertise, and maintaining strong relationships with customers through dedicated
support and tailored solutions.

 Roshing's bulk shipping operation services
compete with major bulk shipping companies such as Oldendorff Carriers, Pacific Basin, and Star Bulk Carriers. These companies typically
have large fleets and extensive global networks, enabling them to offer competitive pricing and reliable services. Additionally, they
may have long-term relationships with major industry players and ports, enhancing their operational efficiency.

 To compete effectively, Roshing emphasizes efficient
operational management, strong collaboration and coordination with stakeholders, and transparent financial management. By offering personalized
customer service and flexible chartering options, Roshing strives to stand out in the market and build long-term customer loyalty.

 Marketing and Promotion Activities

 For the year ended July 31, 2024, Roshing maintained
its marketing and sales team in its corporate office with four employees. Roshing implements the following strategies when engaging in
marketing and customer acquisition:

 Market positioning: Roshing targets specific customer demographics,
 analyzes market segments and the needs of its target customers, and identifies high-value customer segments. For example, in the
 shipping/logistics sector its potential clients include import/export companies, manufacturing enterprises, e-commerce platforms,
 and distributors for large logistics companies. In the electronic device hardware trading sector, its clients are typically medium-sized
 non-Hong Kong traders and direct hardware and finished product sales brands. In the consulting services sector, its target groups
 encompass companies with software technology needs, business owners with domestic and international operations requirements, and
 clients seeking cross-border business consulting services.

 Marketing mix strategies: Roshing develops comprehensive marketing
 mix strategies, encompassing product, pricing, and distribution strategies. This involves offering a diverse range of services to
 meet varying customer needs, devising reasonable pricing strategies based on customer demands and market competition, and establishing
 diverse sales channels including direct and agent sales.

 Customer relationship management: Roshing establishes robust customer relationship management
 systems through regular customer communication and satisfaction surveys to understand customer needs and feedback. This enables us
 to adjust service strategies promptly, thereby enhancing customer satisfaction and loyalty.

 Industry resources: Roshing conducts interviews and business introductions targeting potential
 customers leveraging the industry resources and customer base accumulated by its management and teams.

 Digital transformation: Roshing leverages technologies such as big data and customer management
 systems for customer data analysis, enabling precision marketing through online channels like social media and e-commerce platforms.
 This facilitates the expansion of its customer base and enhances marketing effectiveness.

 For consulting service clients, Roshing's
future plans include increasing customer acquisition through social media, community marketing, website content, and participation in
thematic exhibitions.

 Customers

 For the year ended July 31, 2024, three customers
accounted for 48%, 25% and 11% of the Company's total revenues. Each of them belongs to the logistics business section. For the
year ended July 31, 2023, two customers accounted for 41% and 11% of the Company's total revenues. As of July 31, 2024 and July
31, 2023, no customer accounted for over 10% of the Company's total accounts receivable.

 Employees

 We have 11 full time employees and 1 part time
employee. The following table classifies our employees by function as of July 31, 2024:

 Senior Management

 Human Resources and Administration

 Finance

 Sales and Marketing

 Total

 Insurance

 We participate in employee social security plans
for our full-time employees.

 Intellectual Property

 As of the date of this report, we have two domain
names: roshing.com and tianci-ciit.com. We do not own or have rights to any other IP, such as patents, copyrights and trademarks.

 Environmental Matters

 We strictly comply with laws and regulations relating
to environmental protection in Hong Kong since our main operation is in Hong Kong. It has not had a material adverse effect upon our capital
expenditures, earnings, and we do not anticipate any material adverse effects in the future based on the nature of our future operations.
We do not have any relevant records of being penalized for violating environmental protection regulations.

 REGULATIONS

 Regulations Related to our Business Operation
in Hong Kong

 Roshing is Tianci's subsidiary established
in Hong Kong through which Tianci conducts its operations. As of the date of this report, there was no statutory or mandatory licensing
and qualification system in Hong Kong governing the global logistics services, electronic device hardware components products sales, technical
service of the software and website development and business consulting services provided by Roshing.

 Below sets out a summary of certain aspects of
the Hong Kong laws and regulations which are relevant to our operation and business.

 Business Registration Ordinance (Chapter
310 of the Laws of Hong Kong)

 The Business Registration Ordinance requires every
person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration
of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for
which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are
paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch,
as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine
of HK$5,000 and to imprisonment for 1 year.

 Personal Data (Privacy) Ordinance (Chapter
486 of the Laws of Hong Kong), or the PDPO

 The PDPO imposes a statutory duty on data users
to comply with the requirements of the six data protection principles (the "Data Protection Principles") contained in Schedule
1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle
unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

 Principle 1—purpose and manner of collection of personal data;

 Principle 2—accuracy and duration of retention of personal data;

 Principle 3—use of personal data;

 Principle 4—security of personal data;

 Principle 5—information to be generally available; and

 Principle 6—access to personal data.

 Non-compliance with a Data Protection Principle
may lead to a complaint to the Privacy Commissioner for Personal Data (the " Privacy Commissioner "). The Privacy
Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions.
A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

 The PDPO also gives data subjects certain rights,
inter alia:

 the right to be informed by a data user whether
the data user holds personal data of which the individual is the data subject;

 if the data user holds such data, to be supplied with a copy of such data; and

 the right to request correction of any data they consider to be inaccurate.

 The PDPO criminalizes, including but not
limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a
data access request and the unauthorized disclosure of personal data obtained without the relevant data user's consent. An
individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her
personal data, may seek compensation from the data user concerned.

 Tortious Duty Under Common Law

 Apart from contractual liability, under common
law, services providers also owe a duty of care to customers and may be liable for damage resulting from defects in services caused by
their negligent acts or for any fraudulent misrepresentation made in the provision of services. Any person who undertakes to provide a
service and who negligently performs his work and causes damage to another person or property, will also attract civil liability.

 Trade Description Ordinance (Chapter 362
of the Laws of Hong Kong), or the TDO

 The TDO aims to protect customers against unfair
trade practices by regulating businesses to sell products and services in a truthful manner. It prohibits false trade descriptions in
respect of services supplied in the course of trade.

 Section 7A of the TDO provides that a trader who
applies a false trade description to a service supplied or offered to be supplied to a consumer or supplies or offers to supply to a consumer
a service to which a false trade description is applied, commits an offence.

 Sections 13E, 13F, 13G, 13H and 13I of the TDO
provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive;
(c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits
an offence.

 A person who commits an offence under sections
7A, 13E, 13F, 13G, 13H or 13I shall be subject, on conviction on indictment, to a fine of HK$500,000 and to imprisonment for five years,
and on summary conviction, to a fine at HK$100,000 and to imprisonment for two years.

 The Supply of Services (Implied Terms) Ordinance
(Chapter 457 of the Laws of Hong Kong), or the SOSO

 The SOSO which aims to consolidate and amend the
law with respect to the terms to be implied in contracts for the supply of services (including a contract for the supply of a service
whether or not goods are also transferred or to be transferred, or bailed or to be bailed by way of hire under the contract) provides
that:

 (a)

 where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill; and

 (b)

 where the supplier is acting in the course of a business, the time for service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time.

 Where a supplier is dealing with a party to a contract
for supply of service who deals as a consumer, the supplier cannot, by reference to any contract term, exclude or restrict any liability
of his arising under the contract by virtue of the SOSO. Otherwise, where any right, duty or liability would arise under a contract for
the supply of a service by virtue of the SOSO, it may (subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of
Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both
parties to the contract.

 The Control of Exemption Clauses Ordinance
(Chapter 71 of the Laws of Hong Kong), or the CECO

 The CECO, which aims to limit the extent to which
civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise,
among others, provides that:

 (a)

 under section 7, a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence and in the case of other loss or damage, a person cannot exclude or restrict his liability for negligence except in so far as the term or notice satisfies the requirement of reasonableness.

 (b)

 under section 8, as between contracting parties where one of them deals as consumer or on the other's written standard terms of business, as against that party, the other cannot by reference to any contract term (i) when himself in breach of contract, exclude or restrict any liability of his in respect of the breach, or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him, or (iii) claim to be entitled in respect of the whole or any part of his contractual obligation, to render no performance at all, except in so far as the contract term satisfies the requirement of reasonableness.

 (c)

 under section 9, a person dealing as a consumer cannot by reference to any contract term be made to indemnify another person (whether a party to the contract or not) in respect of liability that may be incurred by the other for negligence or breach of contract, except in so far as the contract term satisfies the requirement of reasonableness; and

 (d)

 under section 11, as against a person dealing as consumer, the liability for breach of the obligations arising under sections 15, 16 and 17 of the Sales of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) cannot be excluded or restricted by reference to any contract term, and as against person dealing otherwise than as consumer, the liability arising under sections 15, 16 and 17 of the Sales of Goods Ordinance can be excluded or restricted by reference to a contract term, but only in so far as the terms satisfy the requirement of reasonableness.

 Sections 7, 8 and 9 of the CECO do not apply to,
among others, any contract so far as it relates to the creation or transfer of a right or interest in any patent, trademark, copyright,
registered design, technical or commercial information or other intellectual property, or relates to the termination of any such right
or interest.

 In relation to a contract term, the requirement
of reasonableness for the purpose of the CECO is satisfied only if the court or arbitrator determines that the term was a fair and reasonable
one to be included having regarded to the circumstances which were, or ought reasonably to have been, known to or in the contemplation
of the parties when the contract was made.

 Regulations related to employment and labor
protection

 Employment Ordinance (Chapter 57 of the Laws
of Hong Kong), or the EO

 The EO is an ordinance enacted for, amongst other
things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under
the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in
lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance
payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave depending on
the period of employment.

 Employees' Compensation Ordinance (Chapter
282 of the Laws of Hong Kong), or the ECO

 The ECO is an ordinance enacted for the purpose
of providing for the payment of compensation to employees injured in the course of employment.

 The ECO establishes a no-fault and non-contributory
employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries
or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

 As stipulated by the ECO, no employer shall employ
any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an
amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According
to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 (approximately $13,000,000) per event if a
company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction
to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice
of insurance in a conspicuous place on each of its premises where any employee is employed.

 Mandatory Provident Fund Schemes Ordinance
(Chapter 485 of the Laws of Hong Kong), or the MPFSO

 The MPFSO is an ordinance enacted for the purposes
of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every
employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes
a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels,
it is mandatory for both employers and their employees to contribute 5% of the employee's relevant income to the MPF Scheme. Any
employer who contravenes the requirement of enrolling eligible employees in a registered MPF Scheme or the requirement of paying mandatory
contributions to the MPF Schemes commits a criminal offence and is liable on conviction to a fine and imprisonment.

 Minimum Wage Ordinance (Chapter 608 of the
Laws of Hong Kong), or the MWO

 The MWO provides a prescribed minimum hourly wage
rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the EO. Any
provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee
by the MWO is void.

 Failure to pay minimum wage amounts to a breach
of the wage provisions under EO. An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes
due commits a criminal offence and is liable on conviction to a fine and imprisonment.

 Occupational Safety and Health Ordinance
(Chapter 509 of the Laws of Hong Kong), or the OSHO

 The OSHO aims to ensure the safety and health of
employees when they are at work. Under the OSHO, an employer must ensure the safety and health of his workplace by (i) providing and maintaining
plant and work systems that are safe and without risks to health, (ii) making arrangement for ensuring safety and health in connection
with the use, handling, storage or transport of plant or substances, (iii) providing all necessary information, instruction, training
and supervision for ensuring safety and health, (iv) providing and maintaining safe access to and egress from the workplace, and (v) providing
and maintaining a safe and healthy work environment. An employer who fails to comply with the above may be liable on conviction to a fine
and imprisonment, if he did so intentionally, knowingly or recklessly.

 Occupational Safety and Health Regulation
(Chapter 509A of the Laws of Hong Kong)

 The Occupational Safety and Health Regulation (Chapter
509A of the Laws of Hong Kong) further sets out basic requirements for accident prevention, fire precaution, workplace environment control,
hygiene at workplaces, first aid, as well as what employers and employees are expected to do in manual handling operations.

 Occupiers Liability Ordinance (Chapter 314
of the Laws of Hong Kong)

 The Occupiers Liability Ordinance regulates the
obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property
lawfully on the land. The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as
in all the circumstances of the case is reasonable to see that the visitors will be reasonably safe in using the premises for the purposes
for which he is invited or permitted by the occupier to be there.

 Regulations related to Hong Kong Taxation

 Inland Revenue Ordinance (Chapter 112 of
the Laws of Hong Kong)

 Under the Inland Revenue Ordinance, where an employer
commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall
give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment.
Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any
married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual
ceases to be employed in Hong Kong, provided that a shorter notice may be accepted if deemed reasonable.

 Tax on dividends

 Based on the current practice of the Inland Revenue
Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing.

 Capital gains and profits tax

 The Inland Revenue Ordinance provides, among other
things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or
her assessable profits arising in or derived from Hong Kong. Roshing is currently subject to the two-tiered profits tax regime according
to Hong Kong tax rules and regulations.

 The two-tier profits tax rates system of Hong Kong
became effective since the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD2
million (approximately US$260,000) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25%, while the remaining
assessable profits will be subject to the legacy tax rate, 16.5%.

 No tax is imposed in Hong Kong in respect of capital
gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in
Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax.

 Stamp Duty Ordinance (Chapter 117 of the
Laws of Hong Kong)

 Under the Stamp Duty Ordinance (Chapter 117 of
the Laws of Hong Kong), a total of 0.2% of the higher of the consideration for or market value of the shares is currently payable on a
typical sale and purchase transaction of Hong Kong shares. In addition, a fixed duty of HKD5 is currently payable on any instrument of
transfer of Hong Kong shares. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be
imposed.

 * * * * *

 Item 1A. Risk Factors

 Investing in our common stock involves risk.
You should carefully consider the risks described below together with all of the other information contained in this Report, including
the financial statements and the related notes, before deciding whether to purchase any shares of our common stock. If any of the following
risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of
our common stock could decline and you may lose all or part of your investment.

 RISKS RELATED TO OUR
BUSINESS

 Risks Related to the
Global Logistics Services

 Geopolitical conditions, such as political
instability or conflict, terrorist attacks and international hostilities can affect the Maritime transportation industry, which could
adversely affect our business.

 We conduct most of our operations outside
of the United States and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in
the future may be adversely affected by changing economic, political and government conditions in the countries and regions where we operate.
Moreover, we operate in a sector of the economy that has been and is likely to continue to be adversely impacted by the effects of geopolitical
developments, including political instability or conflict, terrorist attacks or international hostilities.

 Currently, the world economy faces a number
of challenges, including tensions between the United States and China, new and continuing turmoil and hostilities in Russia, Ukraine,
the Middle and other geographic areas and countries, continuing economic weakness in the European Union and slowing growth in China and
the continuing threat of terrorist attacks around the world.

 Trade barriers to protect domestic industries
against foreign imports depress shipping demand. Protectionist developments, such as the imposition of trade tariffs or the perception
they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover,
increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required
to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of
goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers'
business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us
and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, financial
condition and operating results. Further, protectionist policies in any country could impact global markets, including foreign exchange
and securities markets. Any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn
adversely impact our business, results of operations, financial condition and cash flows.

 Any reduction in international commerce
or disruption in global trade may adversely impact our business and operating results.

 The
Company primarily provides services to customers engaged in international commerce. Everything that affects international trade has the
potential to expand or contract our primary markets and adversely impact our operating results. For example, international trade is influenced
by:

 currency exchange rates and currency control regulations;

 interest rate fluctuations;

 changes and uncertainties in governmental policies and inter-governmental disputes, which could result in increased tariff rates, quota restrictions, trade barriers and other types of restrictions;

 changes in and application of international and domestic customs, trade and security regulations;

 wars, strikes, civil unrest, acts of terrorism, and other conflicts;

 changes in labor and other costs, including the impacts of inflation;

 increased global concerns regarding working conditions and environmental sustainability;

 changes in consumer attitudes regarding goods made in countries other than their own;

 changes in availability of credit; and

 changes in the price and readily available quantities of oil and other petroleum-related products.

 Our
industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and the results of
operations.

 The
global logistics services industry is intensely competitive and is expected to remain so for the foreseeable future. There are a large
number of companies competing in one or more segments of the industry, but the number of firms with a global network that offer a full
complement of logistics services is more limited. Nevertheless, many of these competitors have significantly more resources than the Company
and may pursue acquisition opportunities and are developing new technologies to gain competitive advantages. Depending on the location
of the shipper and the importer, we must compete against niche players, larger entities including carriers, and emerging technology companies.
The primary competitive factors are price and quality of service. Many larger customers utilize the services of multiple logistics providers.
Customers regularly solicit bids from competitors in order to improve service and to secure favorable pricing and contractual terms such
as: longer payment terms; flexible-price arrangements; and performance penalties. Increased competition and competitors' acceptance
of expanded contractual terms coupled with customers' dissatisfaction with elevated rates, scarce capacity, and extended transit
times could result in loss of business, reduced revenues, reduced margins, higher operating costs or loss of market share, any of which
would damage our results of operations, cash flows and financial condition.

 Difficulty
in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact our margins and operating results.

 We are
not aware of any accurate means of forecasting short-term customer requirements. However, long-term customer satisfaction depends upon
our ability to meet these unpredictable short-term customer requirements. Personnel costs, one of our larger costs, are always less flexible
in the very near term as we must staff to meet uncertain demand. As a result, short-term operating results could be disproportionately
affected.

 The
timing of our revenues is, to a large degree, impacted by factors out of our control, such as a sudden change in consumer demand for goods,
changes in trade tariffs, product launches and/or manufacturing production delays. Additionally, many customers ship a significant portion
of their goods at or near the end of a quarter, and therefore, we may not learn of a shortfall in revenues until late in a quarter. To
the extent that a shortfall in revenues or earnings was not expected by securities analysts or investors, any such shortfall from levels
predicted by securities analysts or investors could have an immediate and adverse effect on the trading price of our stock.

 Volatile
market conditions can create situations where rate increases charged by carriers and other service providers are implemented with little
or no advance notice. We often cannot pass these rate increases on to our customers in the same time frame, if at all. As a result, our
yields and margins can be negatively impacted.

 Climate
change, including measures to address climate change, could adversely impact our business and financial results.

 The
long-term effects of climate change are difficult to predict and may be widespread. The impacts of climate change may include physical
risks (such as rising sea levels, which could affect port operations or frequency and severity of extreme weather conditions, which could
disrupt our operations and damage cargo and our facilities), compliance costs and transition risks (such as increased regulation and taxation
to support carbon emissions reduction investments), shifts in customer demands (such as customers requiring more fuel efficient transportation
modes or transparency to carbon emissions in their supply chains) and customer contractual requirements around environmental initiatives
and other adverse effects. Our non-asset model gives us flexibility and an ability to change locations, modes, and carriers based on evolving
operating conditions. However, such impacts may disrupt our operations by adversely affecting our ability to procure services that meet
regulatory or customer requirements, depending on the availability of sufficient appropriate logistics solutions.

 In addition,
the increasing concern over climate change has resulted and may continue to result in more regulations relating to climate change, including
regulating greenhouse gas emissions, restrictions on modes of transportation, alternative energy policies and sustainability initiatives,
such as the FuelEU Maritime initiative or the EU Emissions Trading System. If Hong Kong imposes more stringent restrictions and requirements
than our current legal or regulatory obligations, we may experience disruptions in, or increases in the costs associated with delivering
our services, which may negatively affect our operating our results of operations, cash flows and financial condition.

 Roshing faces risks associated with
the contents of shipments and inventories handled through its logistics services, including real or perceived quality or health issues
with the products that are handled through Roshing's logistics services, and risks inherent in the logistics industry, including
personal injury, product damage, and transportation-related incidents.

 The
logistics services Roshing provides are subject to accident risks, including ship collisions, cargo damage, and cargo loss. Such events
can result in significant financial costs, legal liability, and reputational damage. In addition, Roshing's logistics service involve
handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across
Roshing's logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers.
Bulk merchandise and containers in its network may be delayed, stolen, damaged or lost during delivery for various reasons, and we may
be perceived or found liable for such incidents. Unsafe items, such as flammables and explosives, toxic or corrosive items and radioactive
materials, may damage other bulk merchandise and containers in shipping process, harm the personnel and facilities of the third-party
shipping suppliers, or even injure the recipients. Furthermore, if Roshing fails to prevent prohibited or restricted items from entering
into its network and if it participates in the facilitate transportation and delivery of such items unknowingly, Roshing may be subject
to administrative or even criminal penalties, and if any personal injury or property damage is concurrently caused, it may also be liable
for civil compensation.

 The
logistics services for delivery of bulk merchandise and containers also involve inherent risks associated with transportation safety.
From time to time, the vessels and personnel of its third-party shipping suppliers may be involved in transportation and cargo accidents,
and the bulk merchandise and containers carried by them may be lost or damaged.

 Roshing
is also subject to worker health and safety laws and regulations that may expose us to costs and liabilities, potentially affecting its
results of operations, competitive position, and financial condition adversely. These laws and regulations are stringent and comprehensive,
governing the health and safety of Roshing's and workers of third-party shipping suppliers during operations.

 Any
of the foregoing could disrupt Roshing's logistics services, cause us to incur substantial expenses and divert the time and attention
of our management. Roshing may face claims and incur significant liabilities if found liable or partially liable for any injuries, damages
or losses. Any uninsured or underinsured loss could negatively influence our business and financial condition. Governmental authorities
may also impose significant fines on us or require us to adopt costly preventive measures. Furthermore, if Roshing's logistics services
are perceived to be insecure or unsafe by its customers, its business volume may be significantly reduced, and our business, financial
condition and results of operations may be materially and adversely affected.

 Roshing is subject to potential risks
arising from contractual obligations with shipping suppliers.

 Roshing's
contractual obligations with shipping suppliers encompass precise terms and conditions. Should either party fail to uphold these provisions,
it may result in legal disputes, financial penalties, and interruptions in service. These breaches, whether initiated by us or the shipping
suppliers, pose potential risks to the continuity and efficiency of Roshing's operations. Adhering to the terms outlined in these
agreements is important to maintaining positive relationships with Roshing's partners and ensuring the operation of Roshing's
shipping activities and logistics services.

 Roshing faces risks from changing customer
logistics needs, contractual obligations, and failure to meet customer requirements, which could lead to financial losses, legal liabilities,
and damage to Roshing's reputation if not managed proactively.

 Roshing's
customers' logistics needs are subject to constant change, influenced by market trends, technological advancements, and shifts in
consumer behavior. Failure to adapt to these evolving demands could lead to significant business losses. Moreover, Roshing's contractual
obligations entail meeting specific performance standards, and any failure to do so may result in liability claims, financial setbacks,
and damage to its reputation. Ensuring the fulfillment of all customer requirements, including adherence to delivery schedules, maintenance
of cargo conditions, and compliance with regulatory standards, is paramount. Any lapses in meeting these requirements could not only result
in lost business opportunities but also expose us to potential legal liabilities. Therefore, proactive measures to address these customer-related
risks are essential for maintaining Roshing's competitive edge and safeguarding its operations.

 Our revenues, operating income and cash
flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container
loads from time to time.

 Roshing charters cargo space and container
loads from shipping suppliers based on a certain volume and then sub-charters that space to our customers under an order contract. Roshing
obtains cargo space and container loads through direct booking and block space arrangements. Pursuant to the block space agreements, it
is committed to paying for the agreed cargo space and container loads irrespective of whether it could fully utilize the allotted space.
In the event it cannot fully utilize the cargo space and container loads it sourced (i.e. the actual customers' demand for the cargo
space and container loads is less than the amount of cargo space and container loads it sourced), Roshing has to sell excess cargo space
and container loads. Roshing however cannot assure that there will not be instances where, for example, due to (a) departure timetable
of the vessel; (b) popularity of the route; or (c) seasonality factors, it is unable to fully consolidate/co-load all the excess cargo
space and container loads it purchased from our suppliers. In case Roshing cannot fully utilize the cargo space and container loads it
obtained from its suppliers, Roshing may have to bear the costs of all the excess cargo space and container loads it purchased and its
business and results of operations could be adversely affected.

 In the event of shortfall of the cargo space
and container loads to meet customers' demand (i.e. the actual customers' demand for the cargo space and container loads are
higher than the amount that Roshing has), Roshing has to source the cargo space and container loads from its suppliers at the prevailing
market rates. Since cargo space and container loads offered by Roshing's suppliers through direct booking is normally on a first-come-first-served
basis, with no formal agreement for guaranteed supply of cargo space and container loads, there is no assurance that Roshing will be able
to source sufficient cargo space and container loads to meet its customers' demand within the expected timeframe and at favorable
price. As a result of the shortfall of cargo space and container loads, its reputation and therefore its business, sales performance and
results of operations will be adversely affected.

 In result, we may experience fluctuations
in our revenues and cost structure and the resulting operating income and cash flows and expect that this will continue to occur in the
future. We may experience fluctuations in our financial results, including revenues, operating income and earnings per share, for reasons
that may include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenue recognition
under U.S. GAAP; (iii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down
to accommodate the business and prospects of the applicable segment and practice; (iv) the geographic locations of our clients or the
locations where services are rendered; (v) the length of billing and collection cycles and changes in amounts that may become uncollectible;
(vi) changes in the frequency and complexity of government regulatory and enforcement activities; (vii) business and asset acquisitions;
(viii) fluctuations in the exchange rates of various currencies against the U.S. dollar; (ix) fee adjustments upon the renewal of expired
service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy; and (x) economic factors beyond
our control.

 The results of different segments and practices
may be affected differently by the above factors. The positive effects of certain events or factors on certain segments and practices
may not be sufficient to overcome the negative effects of those same events or factors on other parts of our business. In addition, our
mix of practice offerings adds complexity to the task of predicting revenues and results of operations and managing our staffing levels
and expenditures across changing business cycles and economic environments.

 Our results are influenced by seasonal and
similar factors. Although we evaluate our annual guidance at the end of each quarter and adjust it as necessary, unforeseen future volatility
can lead to significant deviations from our guidance. This may occur even if our guidance encompasses a range of potential outcomes and
has been updated to consider operating results.

 Seasonality and the impact of weather
and other catastrophic events adversely affect Roshing's operations and profitability.

 Roshing's operation is influenced by
seasonal factors, with February to April being off-peak seasons, and June to October being peak seasons. Roshing's operation is
affected by the winter season because inclement weather impedes operations, and some shippers reduce their shipments during winter. In
addition, in the lead-up to major holidays such as Christmas and Chinese Spring Festival, increased consumer demand often leads to a short-term
surge in cargo transportation volume. Conversely, in the later stages of holidays and traditional off-peak seasons, cargo transportation
volume may significantly decrease. At the same time, operating expenses increase due to, among other things, a decline in fuel efficiency
because of engine idling and harsh weather that creates higher accident frequency, increased claims and higher equipment repair expenditures.
Roshing also may suffers from weather-related or other events, such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes
and explosions, which may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies,
destroy its assets or the assets of its customers or otherwise adversely affect the business or financial condition of Roshing's
customers, any of which developments could adversely affect its results or make its results more volatile.

 Risk Related to Other
Products & Services

 Roshing has a great dependence on a
limited number of suppliers and the loss of their manufacturing capability could materially impact on its operations.

 Roshing is a distributor of hardware components
for electronic devices and generates revenue from reselling these components and is not engaged in innovative product development and
direct manufacturing business. Roshing markets off-the-shelf products, which ships directly from the manufacturer to Roshing's customer.
In the event that the supply of components or finished products is interrupted or relations with any of its principal vendors is terminated,
there could be increased costs and considerable delay in finding suitable replacement sources to manufacture the electronic device hardware
components products ("Hardware Products"). Its Hardware Products mostly are shipped from facilities located in Guangdong,
China. The shipment of these products from Mainland China exposes us to the possibility of product supply disruption and increased costs
in the event of changes in the economics condition of China.

 Defects in the Hardware Products Roshing
sells or failures in quality control related to its distribution of products could impair its ability to sell its products or could result
in product liability claims, litigation and other significant events involving substantial costs.

 The detection of significant defects in Roshing's
Hardware Products or failures in its quality control procedures, including those of its suppliers, carries several potential consequences.
These include delays in bringing products to market, decreased sales, and challenges in gaining market acceptance. Furthermore, such issues
may lead to the diversion of its development resources and damage to its reputation, with potential regulatory restrictions. Rectifying
product defects can incur substantial costs, and identifying suitable remedies may prove difficult. Moreover, errors or defects could
result in financial damage to its customers, potentially leading to litigation. Product liability lawsuits, regardless of the outcome,
may entail significant time and expenses for defense. In the absence of product liability insurance and without being named insured on
its suppliers' policies, Roshing faces the risk of being unable to cover claims or seek reimbursement from suppliers, leaving us
potentially exposed to financial liabilities.

 The software and website development
markets are highly competitive.

 The management software and website development
industries are highly competitive. There are a number of larger companies, including computer manufacturers, computer service and software
companies that have greater operational, personnel and financial resources than we have. These companies currently offer and have the
technological ability to develop software products similar to those offered by us. These companies present a significant competitive challenge
to Roshing's business. Because we do not have the same financial resources as these competitors, we may have a difficult time in
the future competing with these companies. We compete based on its fright shipping and logistics knowledge, products, service, price,
system functionality and performance and technological advances. Customized and special services according to customer needs, there is
technical weakness.

 The industry in which Roshing operates has
low barriers to entry and is highly fragmented and very competitive. We anticipate that competition may intensify further as the freight
software industry matures and consolidates. Roshing's key strength lies in providing tailored services to wholesalers, e-commerce
retailers and freight forwarders in market segments that share the value of Roshing's technology. These services facilitate the
management of complex workflows and improve efficiency by enabling shipping workflow management, Marine container management, e-commerce
inventory and shipping management, and logistics data analytics. However, we cannot guarantee continuous improvement in technology and
services.

 Roshing's software and website
may not perform in line with customer specifications or expectations.

 Roshing's freight shipping and related
logistic software and websites may not perform in line with customers' expectations. Future customers may also require customized
specifications that Roshing is unable to deliver. Some of these target specifications, such as those dependent on battery technology,
are constrained by the pace of general technological advancement and the capabilities of its suppliers, which are largely beyond its control.

 Roshing's software and website may contain
design or manufacturing defects that result in unsatisfactory performance or require repair. Roshing's software and website use
a substantial amount of algorithms and software to operate. Software products are inherently complex and often contain defects and errors,
especially when first introduced. While Roshing have performed extensive internal testing on its software and website, we have a limited
frame of reference by which to evaluate the long-term performance of its software and website. There can be no assurance that Roshing
will be able to detect and fix any defects in its software and website before we sell products and services to customers.

 If Roshing's software and website is
defective or otherwise fails to perform as expected or in accordance with prescribed technical specifications and timetable, its customers
may experience accidents and suffer adverse publicity, revenue declines, ecommerce inventory disarray, breakdown of shipping workflows,
product liability claims, and significant additional expenses. These consequences could have a material adverse impact on its business,
financial condition, operating results, and prospects.

 Additionally, Roshing's software, along
with that of our third-party service provider, containing personal information of software customers, and others, could be breached, exposing
us to adverse publicity, costly government enforcement actions or private litigation, and expenses. Cyber criminals constantly devise
schemes to bypass IT security safeguards, and other retailers have experienced severe data breaches. Roshing may not anticipate all security
threats or implement preventive measures against them effectively. The costs to mitigate network security issues could be significant,
and while Roshing implemented security measures, addressing these issues may not always succeed. Unauthorized access to Roshing's
networks or databases could result in theft, publication, deletion, modification, or blocking of sensitive information, adversely affecting
our business strategy, financial condition, or operations. While Roshing has not experienced cybersecurity incidents in the past three
years, we anticipate threats to persist and cannot assure such events will not occur or have material impacts on Roshing's operations,
results of operations and financial condition in the future.

 If Roshing does not continually update
its products and/or services, they may become obsolete and Roshing may not be able to compete with other companies.

 Roshing cannot assure that it will be able
to keep pace with technological advances, or that its current suppliers will be able to keep pace with technological advances and as such,
its products and/or services may become obsolete. Roshing cannot assure you that competitors will not develop related or similar services
and offer them before Roshing does, or does so more successfully, or that they will not develop services and products more effective than
any that Roshing and/or its suppliers have or are intending to develop. In addition, although Roshing may be able to identify new suppliers
that can provide more effective services and products to be more competitive, Roshing may not be able to arrange satisfactory arrangements
in a timely manner, if at all. If that happens, its business, prospects, results of operations and financial condition will be materially
adversely affected.

 Roshing may not be able to continue
to recruit, train and retain dedicated and qualified consultants who are essential to the success of its business and the effective delivery
of policy and business advisory services to its individual and corporate clients.

 Roshing's current talent policy advisory
and application services rely heavily on Roshing's visa consultants, and the conduct of Roshing's visa consultants is critical
to maintaining its reputation. Roshing seeks to hire qualified and dedicated consultants who have the necessary experience to provide
effective advice and guidance to its clients in accordance with government policies and business management expertise and experience.
The number of consultants with these qualities is limited and Roshing needs to implement a highly selective recruitment process.

 A decline in the market for individual
clients of Roshing's business consulting services and corporate business consulting could have a material adverse effect on its
business, prospects, financial condition and results of operations.

 There is an anticipation of potential Hong
Kong talent introduction policy revisions or the cessation of policy benefits after the second half of 2024, which may lead to a reduction
or cessation of its consulting services for talent clients. Additionally, fluctuations in Hong Kong's global business attractiveness
or other factors may impact the number of enterprises establishing business activities in Hong Kong, potentially slowing business demand
and affecting the growth of consulting enterprises we serve. Consequently, Roshing's business, prospects, financial condition, and
operating results may be significantly and adversely affected.

 General Business Risks

 We have a limited operating history
and face significant challenges and will incur substantial expenses as we build our capabilities.

 We have a limited operating history and are
subject to the risks inherent in a growing company, including, among other things, risks that we may not be able to hire sufficient qualified
personnel and establish operating controls and procedures. The company relies on few trained internal personnel as the company only has
11 full time employees. As we build our own capabilities, we expect to encounter risks and uncertainties frequently experienced by growing
companies in new and rapidly evolving fields, including the risks and uncertainties described herein. If we are unable to build our own
capabilities, our operating and financial results could differ materially from our expectations, and our business could suffer.

 We are currently dependent on a small
group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business growth will be challenged and
affected, resulting in adjustments to our business strategy.

 As we
have not achieved significant scale, we had and expect to continue to have customer concentration. The revenue generated to
date by our business has come from a small number of customers. During the year ended July 31, 2023, two customers were responsible for
over 52% of our revenue. During the year ended July 31, 2024, three customers were responsible for over 84% of our revenue. In order for
Tianci to be viable as a public company, we must increase our revenue. To accomplish that, we must expand our customer base. If we fail
to multiply our customers, Tianci's stock may have no significant value. There are inherent
risks whenever a large percentage of revenues are concentrated with a limited number of customers. We are unable to predict the future
level of demand for our services that will be generated by these customers. In addition, we cannot assure that any of our
customers in the future will not cease purchasing logistics services from us, or that our cooperating agents will continue introducing
clients to us. Should they favor logistics services from our competitors, significantly reduce orders, or seek price reductions in the
future, any such event could have a material adverse effect on our revenue, profitability, and results of operations.

 We rely on shipping suppliers, cargo
owner and cargo agents and Hardware Products suppliers, if they become financially unstable or have reduced capacity to provide services
because of pandemics, such as COVID-19, it may adversely impact our business and operating results.

 We depend on shipping suppliers, cargo owners,
cargo agents, and hardware products suppliers. The quality and profitability of our services and business depend on the effective selection
and oversight of these partners. Pandemics, such as COVID-19 have ever placed significant stress on our shipping suppliers,
cargo owners, cargo agents, and hardware products suppliers, which may continue to result in reduced carrier capacity or availability,
pricing volatility or more limited carrier transportation schedules which could adversely impact our operations and financial results.
During the pandemic, air carriers have been particularly affected having to cancel freights due to travel restrictions resulting in dramatic
drops in revenues, historical losses and liquidity challenges. Uncertainty over recovery of demand for passenger air travel, in particular
business travel, to pre-pandemic levels means ship carriers' operations and financial stability may be adversely affected long
term.

 Our business could be negatively affected
by rising inflation and interest rates.

 Various macroeconomic factors could adversely
affect our business, financial condition and results of operations, including changes in inflation, interest rates and overall economic
conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets.

 For instance, recent inflationary environment
has negatively impacted us by slightly increasing (i) our labor costs, through higher wages, (ii) our borrowing costs, through higher
interest rates which we expect to continue to increase, and (iii) our other operating costs, such as through higher rates charged by our
service suppliers. Supply chain constraints have led to higher inflation, which if sustained, could have a negative impact on our operations.
To moderate effects of these increasing costs, we instituted proactive initiatives to optimize efficiencies in our daily operations. We
also replaced certain service suppliers with alternatives that offered more competitive rates while not compromising service quality.
In addition, we expect to modestly increase the rates we charge our customers in response to the inflationary environment should such
inflationary pressures further deteriorate in the near future. However, we cannot assure you that these measures we have taken or will
take will be effective, if at all, or that we will be able to effectively mitigate any inflationary pressures in the future. If inflation
or interest rates were to significantly increase, our business and the results of operations may be negatively affected.

 Interest rates, liquidity of credit markets
and volatility of capital markets could also affect our business and results of operations as well as our ability to raise capital on
favorable terms, or at all.

 If we are unable to hire, retain or
motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

 Our performance will be largely dependent
on the talents and efforts of highly skilled individuals that we attract to our company. Our future success depends on our continuing
ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization: technological as
well as entrepreneurial. Competition for such qualified employees is intense. If we do not succeed in attracting competent personnel or
in retaining or motivating them, we may be unable to grow effectively. In addition, our future success depends largely on our ability
to retain key consultants and advisors. Our inability to retain their services could negatively impact our business and our ability to
execute our business strategy.

 The Company and its subsidiaries do
not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss
or damage to our properties or claims filed against us.

 The Company and its subsidiaries do not maintain
fire, theft, product liability or property insurance of any kind. The Company and its subsidiaries bear the economic risk with respect
to loss of or damage or destruction to our property and to the interruption of our business, as well as liability to third parties for
damage or destruction to them or their property that may be caused by our personnel or products. Such liability could be substantial and
the occurrence of such loss or liability may have a material adverse effect on our business, financial condition and prospects.

 Our operating history may not be indicative
of our future growth or financial results and we may not be able to sustain our historical growth rates.

 Our operating history may not be indicative
of our future growth or financial results. There is no assurance that we will be able to grow in future periods. Our growth rates may
decline for any number of possible reasons and some of them are beyond our control, including decreasing customer demand, increasing competition,
declining growth of the touchscreen industry in general, emergence of alternative business models, or changes in government policies or
general economic conditions. We will continue to expand our sales network and product offerings to bring greater convenience to our customers
and to increase our customer base and number of transactions. However, the execution of our expansion plan is subject to uncertainty and
the total number of items sold and number of transacting customers may not grow at the rate we expect for the reasons stated above. If
our growth rates decline, investors' perceptions of our business and prospects may be adversely affected and the market price of
our common stock could decline.

 We incur significant costs and demands
upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies;
if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise
make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business
and our reputation.

 Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 If our internal control over financial reporting
or our disclosure controls are not effective, we may be unable to issue our financial statements in a timely manner, we may be unable
to obtain the required audit or review of our financial statements by our independent registered public accounting firm in a timely manner
or we may be otherwise unable to comply with the periodic reporting requirements of the SEC, our common stock intended to be listed on
Nasdaq could be suspended or terminated and our share price could materially suffer. In addition, we or members of our management could
be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder lawsuits, which could impose significant
additional costs on us and divert management attention.

 We may fail to make necessary acquisitions
or investments or enter desirable strategic alliances, and we may not be able to achieve the anticipated benefits from such acquisitions,
investments or strategic alliances.

 Our strategy for long-term growth, productivity
and profitability depends in part on our ability to make prudent decisions to make strategic acquisitions or investments or enter desirable
alliances and to realize the benefits we expect when we make those investments or acquisitions. We may evaluate and consider strategic
acquisitions and investments or enter strategic alliances to develop new services or solutions, with an aim to enhance our competitive
position and achieve long-term growth, productivity and profitability. However, we cannot assure you that we will make prudent decisions
on such acquisitions, investments, strategic alliances at all times. In addition, investments or acquisitions involve numerous risks,
including (i) potential failure to achieve the expected benefits of the integration or acquisition, (ii) difficulties in, and
the cost of, integrating operations, technologies, services and personnel, (iii) potential write-offs of acquired assets or
investments and (iv) downward effect on our operating results. These transactions will also divert management's time and resources
from our normal course of operations, and we may have to incur unexpected liabilities or expenses. Strategic alliances with third parties
could also subject us to a number of risks, including risks associated with potential leakage of proprietary information, non-performance by
the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely
affect our business.

 If we cannot successfully execute or effectively
operate, integrate, leverage and grow the acquired businesses or strategic alliances, our financial results and reputation may be materially
and adversely affected. While we expect our future acquisitions, investments or strategic alliances to further enhance our value propositions
to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the
time frame we envisage, if at all, or that we can continue to support the values we allocate to these acquired, invested or alliance businesses,
including their goodwill or other intangible assets.

 We may not be able
to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

 We may become an attractive
target for intellectual property attacks in the future with the increasing recognition of our brand. Any of our intellectual property
rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide
us with competitive advantages. In addition, there can be no assurance that (i) all of our intellectual property rights will be adequately
protected, or (ii) our intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid
or unenforceable. As of the date of this report, we have only two domain names: roshing.com and tianci-ciit.com. We have not owned or
had rights to any other intellectual property, such as patents, copyrights, trademarks, etc.

 We are a "smaller reporting company"
under Rule 12b-2 of the Securities Exchange Act of 1934, and we cannot be certain if the scaled disclosure requirements applicable to
smaller reporting companies will make our common stock less attractive to investors and make it more difficult to raise capital as and
when we need it.

 We may continue to be a smaller reporting
company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take
advantage of these scaled disclosures for so long as (a) the market value of our common stock held by non-affiliates is equal to or less
than $250 million as of the last business day of the most recently completed second fiscal quarter, and (b) our annual revenues is equal
to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates
is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

 We cannot predict if investors will find our
common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result,
there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage
of reduced disclosure obligations may make the comparison of our financial statements with other public companies difficult or impossible.
If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as
and when we need it, which may materially and adversely affect our financial condition and results of operations.

 Anti-takeover provisions contained
in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt.

 Our bylaws, amended articles of incorporation
and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed
undesirable by our board of directors. Our corporate governance documents include provisions:

 limiting the liability of, and providing indemnification to, our directors and officers;

 limiting the ability of our stockholders to call and bring business before special meetings;

 controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

 providing our board of directors with the express power to postpone previously scheduled annual meetings;

 permitting the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and

 restricting the ability to adopt a new bylaw to a majority vote of stockholders, while the Board has the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.

 These provisions, alone or together, could
delay or prevent hostile takeovers and changes in control or changes in our management.

 The Nevada Revised Statutes ("NRS")
Sections 78.411 through 78.444, regulate business combinations with interested stockholders. The NRS defines an interested stockholder
as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Pursuant
to NRS Sections 78.411 through 78.444, combinations with an interested stockholder remain prohibited for two years after the person
became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of
the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair
value requirements. NRS 78.434 permits a Nevada corporation to opt out of the statute with appropriate provisions in its articles
of incorporation.

 NRS Sections 78.378 through 78.3793 regulates
the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200
or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly
or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an
acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters' rights
in the event that the stockholders approve voting rights. NRS Section 78.378 provides that a Nevada corporation's articles
of incorporation or bylaws may provide that these sections do not apply to the corporation.

 Any damage to the reputation and recognition
of our brand names, including negative publicity against us, our services, operations and our directors, senior management and business
partners may materially and adversely affect our business operations and prospects.

 We believe our brand image and corporate reputation
will play an increasingly important role in enhancing our competitiveness and maintaining business growth. Many factors, some of which
are beyond our control, may negatively impact our brand image and corporate reputation if not properly managed. These factors include
our ability to provide superior solutions and services to our customers, successfully conduct marketing and promotional activities, manage
relationship with and among our customers and business partners, and manage complaints and events of negative publicity, maintain positive
perception of our Company, our peers and supply chain solution industry in general. Any actual or perceived deterioration of our service
quality, which is based on an array of factors including customer satisfaction, rate of complaint or rate of incident, could subject us
to damages such as loss of important customers. Any negative publicity against us, our solutions and services, operations, directors,
senior management, employees, business partners or our peers could adversely affect customer perception of our brand, cause damages to
our corporate reputation and result in decreased demand for our solutions and services. If we are unable to promote our brand image and
protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may
be adversely affected.

 We may from time to time be subject
to claims, disputes, lawsuits and other legal and administrative proceedings.

 We and our management may be subject to claims,
disputes, lawsuits, investigations and other legal and administrative proceedings incidental to the conduct of our business from time
to time. We are currently not party to any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar
proceedings and those involving any third party, which may have, or have had in the recent past, material adverse effects on our financial
position or profitability. Any claims against us or our management, with or without merit, could be time-consuming and costly to defend
or litigate, divert our management's attention and resources or harm our brand equity. Claims arising out of actual or alleged violations
of law, breach of contract or torts could be asserted against us by customers, business partners, suppliers, competitors, employees or
governmental entities in investigations and legal proceedings. These claims could be asserted under a variety of laws, including but not
limited to intellectual property laws, labor and employment laws, securities laws, tort laws, contract laws, property laws, and employee
benefit laws. If a lawsuit or governmental proceeding against us is successful, we may be required to pay substantial damages or fines.
We may also lose, or be limited in, the rights to offer some of our services. As a result, the scope of our services could be reduced,
which could adversely affect our ability to attract new customers, harm our reputation and have a material adverse effect on our business,
financial condition and results of operations. Even if we are successful in our attempt to defend ourselves in legal and administrative
actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming,
and ultimately futile.

 We may engage in transactions that present
conflicts of interest.

 The Company's officers and directors
may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an
independent third party. A conflict of interest arises whenever a person has an interest on both sides of a transaction. While we believe
that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and
no more than the amount it would otherwise pay to a third party in an "arms-length" transaction, there can be no assurance
that any transaction will meet these requirements in every instance.

 We may adjust our business strategies
and models in response to changing market conditions, competitive pressures, or regulatory changes. However, there is no guarantee that
these adjustments will be successful, and they may not achieve the desired results, potentially impacting our performance and financial
results.

 As changes in our business environment occur, we
may adjust our business strategies to meet these changes, or we may otherwise decide to restructure our operations or businesses
or assets. In addition, external events such as shifts in demographics, alterations in consumer behavior, fluctuations in macroeconomic
conditions, and amendments to laws, regulations, and government policies governing international trade and commerce may impair the value
of our assets and increase our costs. When these changes or events occur, we may incur costs to modify our business strategy to respond
to those market dynamics and satisfactorily meet customers' demands. To meet customer demand and implement our strategies and expansion
plan, we may shift to a Vessel-Operating Common Carrier. This shift aims to achieve cost efficiency by reducing transportation costs,
as owning and operating vessels can decrease dependency on third-party shipping companies, potentially lowering transportation costs over
time. Additionally, operating our own vessels can also provide a competitive advantage over companies that rely on third-party carriers.
However, this transition may result in significant expenses for the purchase of vessels and related infrastructure necessary for our business
growth. Such initiatives and enhancements may require substantial capital expenditures. If we are unable to successfully implement our
business strategies and effectively respond to changes in market dynamics, our future financial results will suffer. Furthermore, we have
incurred, and may continue to incur, increased operating expenses in connection with certain changes to our business strategies.

 Risks Related to Doing
Business in Hong Kong

 Most of our operations are in Hong
Kong. However, due to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may
exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at
any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us, which could
result in a material change in our operations and/or the value of our common stock.

 Tianci is a holding company and we conduct
our operation through our operating subsidiary Roshing in Hong Kong. Our operations are primarily located in Hong Kong and few of our
clients are Mainland China residents. At the present time, we are not materially affected by recent statements by the Mainland China Government
indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
However, due to long arm provisions under the current Mainland China laws and regulations, there remains regulatory uncertainty with respect
to the implementation of Chinese law in Hong Kong. The PRC government may choose to exercise significant oversight and discretion, and
the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and with
little advance notice to us or our stockholders. These laws and regulations may be interpreted and applied inconsistently by different
agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives
in the PRC may also be costly to comply with.

 We are aware that recently the PRC government
initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little
advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies
listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in
anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or
administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations
will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business
operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

 China's government may intervene or
influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based
issuers, which may result in a material change in our operations and/or the value of our common stock. The promulgation of new laws or
regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the
ability or way we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could
decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates,
or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business,
financial condition and results of operations could be adversely affected as well as materially decrease the value of our common stock.

 While we believe that we and our subsidiaries
are currently not required to obtain any other permissions or approvals from Hong Kong authorities for our business operations, we cannot
assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.

 The Directors confirm that, as of the date
of this report, we and our subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate
its business in Hong Kong, including but not limited to obtaining a business registration certificate. However, we have been advised by
our Hong Kong counsel that laws, regulations, or policies in Hong Kong could change in the future. If (i) we or our subsidiaries
do not receive or maintain such permissions or approvals, (ii) we or our subsidiaries inadvertently conclude that any other permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions
or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities
to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline
in value and become worthless.

 We will rely on dividends and other
distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, the PRC
government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong
Kong. Any limitation on the ability of our Hong Kong subsidiary to make payments to us could have a material adverse effect on our ability
to conduct our business and might materially decrease the value of our common stock.

 We are a holding company incorporated in the
United States, and we rely on dividends and other distributions on equity paid by our subsidiary in Hong Kong for our cash and financing
requirements, including the funds necessary to pay dividends and other cash distributions to our stockholders and service any debt we
may incur. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its
ability to pay dividends or make other distributions to us.

 Under the current practice of the Inland Revenue
Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The Mainland China laws and
regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing. However,
the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute
earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong.
Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong
and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or
the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way
we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand
for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject
us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and
results of operations could be adversely affected and such measured could materially decrease the value of our common stock.

 Changes in international trade policies,
trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority
of our clients reside.

 Political events, international trade disputes,
and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse
effect on us and our customers, service providers, and other partners. International trade disputes could result in tariffs and other
protectionist measures which may materially and adversely affect our business.

 Tariffs could increase the cost of the goods
and products which could affect customers' investment decisions. In addition, political uncertainty surrounding international trade
disputes and the potential of the escalation to a trade war could have a negative effect on customer confidence, which could materially
and adversely affect our business. We may also have access to fewer business opportunities, and our operations may be negatively impacted
as a result. In addition, the current and future actions or escalations by either the United States or China that affect trade relations
may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as
well as the financial condition of our customers, and we cannot provide any assurances as to whether such actions will occur or the form
that they may take.

 Under the Basic Law of the Hong Kong Special
Administrative Region of the People's Republic of China, Hong Kong has a high degree of autonomy and executive, legislative and
independent judicial powers, including that of final adjudication under the principle of "one country, two systems", while
the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and
develops relations with foreign states and regions. However, based on recent political development, the U.S. State Department has indicated
that the United States no longer considers Hong Kong to have significant autonomy from China. Hong Kong's preferential trade status
was removed by the United States government and the United States may impose the same tariffs and other trade restrictions on exports
from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and
trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business.

 The enactment of Law of the PRC on Safeguarding
National Security in the Hong Kong Special Administrative Region (the "Hong Kong National Security Law") could impact our
Hong Kong subsidiary.

 On June 30, 2020, the Standing Committee of
the PRC National People's Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies
of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession,
subversion, terrorist activities, and collusion with a foreign or overseas force to endanger national security — and
their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act (the "HKAA")
into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have
materially contributed to the erosion of Hong Kong's autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions
on eleven individuals, including former and current Hong Kong chief executives Carrie Lam and John Lee. On October 14, 2020, the U.S.
State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing
to "the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law." The HKAA
further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly
conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect
the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong
Kong. If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities,
our business operations, financial position and results of operations could be materially and adversely affected.

 There are political risks associated
with conducting business in Hong Kong.

 Substantially all our operations are based
in Hong Kong. Accordingly, our business operations and financial condition will be affected by the political and legal developments in
Hong Kong. During the period covered by the financial information included in this report, we derive substantially all of our revenue
from operations in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance
or disobedience, as well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative
region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong's constitutional
document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including
that of final adjudication under the principle of "one country, two systems". However, there is no assurance that there will
not be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations
is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong
Kong, thereby directly and adversely affecting our results of operations and financial position.

 If the PRC attempts to alter its agreement
to allow Hong Kong to function autonomously, this could potentially impact Hong Kong's common law legal system and may in turn bring
about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our
business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective
as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system,
including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local
regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce
our agreements with our customers.

 Our revenue is susceptible to the ongoing
incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may
adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social
and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical
size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially
affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong
and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations
could cause investor uncertainty for affected issuers, including us, and the market price of our shares could be adversely affected.

 Recent joint statement by the SEC and
the PCAOB, proposed rule changes submitted by Nasdaq, and the newly enacted Holding Foreign Companies Accountable Act all call for additional
and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially
the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the trading of our common stock
on U.S. stock exchanges, including the possibility that our securities can be delisted if the PCAOB cannot inspect or fully investigate
our auditor.

 On April 21, 2020, the SEC Chairman and PCAOB
Chairman, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies
based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with
lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

 On May 18, 2020, Nasdaq filed three proposals
with the SEC to (1) apply minimum offering size requirement for companies primarily operating in "Restrictive Market," (2)
adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (3) apply
additional and more stringent criteria to an applicant or listed company based on the qualifications of the Company's auditor.

 On June 4, 2020, the U.S. President issued
a memorandum ordering the President's working group on financial markets to submit a report to the President within 60 days of the
date of the memorandum that should include recommendations for actions that can be taken by the executive branch and by the SEC or PCAOB
to enforce U.S. regulatory requirements on Chinese companies listed on U.S. stock exchanges and their audit firms. However, it remains
unclear what further actions, if any, the U.S. executive branch, the SEC, and PCAOB will take to address the problem.

 On August 6, 2020, the President's working
group released a report recommending that the SEC take steps to implement the five recommendations outlined in the report. In particular,
to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, the President's
working group recommended enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and continued
exchange listing, PCAOB access to the work papers of the principal audit firm for the audit of the listed company. Companies unable to
satisfy this standard as a result of governmental restrictions on access to audit work papers and practices in their jurisdiction may
satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it
has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The report permits
the new listing standards to provide for a transition period until January 1, 2022, for listed companies, but would apply immediately
to new listings once the necessary rulemakings and/or standard-setting are effective.

 On August 10, 2020, the SEC announced that
the SEC Chairman had directed the SEC staff to prepare proposals in response to the report of the President's working group, and
that the SEC was soliciting public comments and information with respect to the development of these proposals.

 On May 20, 2020, the U.S. Senate passed the
Holding Foreign Companies Accountable Act, or the Act. The Act was approved by the U.S. House of Representatives on December 2, 2020.
On December 18, 2020, the Act was signed into public law by the President of the United States. In essence, the Act requires the SEC to
prohibit foreign companies from listing securities on U.S. securities exchanges if a company retains a foreign accounting firm that cannot
be inspected by the PCAOB for three consecutive years, beginning in 2021. On March 24, 2021, the SEC announced that it had adopted interim
final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments
will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report
issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable
to inspect or investigate completely because of a position taken by an authority in that jurisdiction.

 On June 22, 2021, the U.S. Senate passed the
Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022 the Accelerating Holding Foreign Companies Accountable
Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer's securities from trading on any U.S. stock
exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before
our securities may be prohibited from trading or delisted.

 On December 2, 2021, the SEC adopted amendments
to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC
identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign
jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign
jurisdiction.

 On December 16, 2021, the PCAOB issued a report
on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in
China and in Hong Kong because of positions taken by Mainland China and Hong Kong authorities in those jurisdictions. The PCAOB has made
such designations as mandated under the HFCA Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis,
identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

 On August 26, 2022, the SEC issued a statement
announcing that the PCAOB signed a SOP with the CSRC and the Ministry of Finance of the People's Republic of China governing inspections
and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need for a framework.

 On December 15, 2022, the PCAOB announced
that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and
Hong Kong and voted to vacate the previous Determination Report to the contrary.

 Michael T. Studer CPA P.C. issued the audit
report for our Company for the years ended July 31, 2023 and 2022. Michael T. Studer CPA P.C. serves as an auditor of companies that are
traded publicly in the United States and is a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which
the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Michael T. Studer CPA P.C.
is headquartered in Freeport, New York and has been inspected by the PCAOB on a regular basis. On September 11, we dismissed Michael T.
Studer CPA P.C. and engaged Bush & Associates CPA as the Company's independent public accounting firm for the year ending July
31, 2024. Bush & Associates CPA, an independent registered public accounting firm, has its principal office in Henderson, Nevada and
is subject to PCAOB inspections.

 The PCAOB is continuing to demand complete
access in Mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond,
as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will
act immediately to consider the need to issue new determinations with the HFCA Act if needed. If the PCAOB in the future again determines
that it is unable to inspect and investigate completely auditors in Mainland China and Hong Kong, then the companies audited by those
auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act and/or the AHFCAA. And we cannot assure you
that the NASDAQ Capital Market or regulatory authorities would not apply additional or more stringent criteria to us after considering
the effectiveness of our auditor's audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency
of resources, geographic reach or experience as it relates to the audit of our financial statements.

 Increases in labor costs in Hong Kong
and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Roshing
and our results of operations.

 The economy in Hong Kong has experienced increases
in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. We expect
that Roshing's labor costs, including wages and employee benefits, will continue to increase. Unless Roshing is able to control
its labor costs or pass on these increased labor costs to its customers by increasing service fees, our financial condition and operating
results may be adversely affected.

 In addition, where Roshing employs any employees,
it is required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme
and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and make severance
payments or long service payments. See "Business of the Company - Regulations — Regulations Related to our Business
Operation in Hong Kong — Regulations related to employment and labor protection" for details. The relevant government
agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal
offence and may be subject to fines and/or imprisonment. For example, under the Employees' Compensation Ordinance (Chapter 282 of
the Laws of Hong Kong), an employer who fails to comply with the ordinance to secure an insurance cover commits an offence and is liable
on conviction upon indictment to a maximum fine of HK$100,000 (approximately US$13,000) and imprisonment for two years. Under the Mandatory
Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), an employer who, without reasonable excuse, fails to enroll employees
in an MPF scheme pursuant to the ordinance commits an offence and is liable on conviction to a fine of HK$350,000 (approximately US$45,000)
and to imprisonment for three years. Therefore, failure to comply with applicable laws and regulations concerning employment and labor
protection by Roshing may result in material and adverse effect on Roshing's business, our financial condition and operating results.
As of the date of this report, we believe that Roshing is in compliance with applicable Hong Kong laws and regulations concerning employment
and labor protection in all material respects.

 You may incur additional costs and procedural
obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management
named in the report based on Hong Kong laws.

 Currently, all of our operations are conducted
outside the United States, and all of our assets are located outside the United States. Some of our directors and officers are Hong Kong
nationals or residents. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign
judgments or bringing actions in Hong Kong against us or its management named in the report. If you want to enforce a judgment of the
United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter
and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary
to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed
sum and must also come from a "competent" court as determined by the private international law rules applied by the Hong Kong
courts.

 While we believe that we and our subsidiaries
are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing
and offering of our securities, and it is very unlikely that we or our subsidiaries will be required to do so in the future, we cannot
assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.

 The Regulations on Mergers and Acquisitions
of Domestic Companies by Foreign Investors (the "M&A Rules"), adopted by six PRC regulatory agencies in 2006 and amended
in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled
by PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's
securities on an overseas stock exchange.

 We are also aware that recently, the PRC government
initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little
advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland-China-based
companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China
Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities
market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities
to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland-China-based companies
listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

 On December 28, 2021, the CAC and other PRC
authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. In addition, the Cybersecurity Law,
which was adopted by the Standing Committee of the National People's Congress on November 7, 2016 and came into force on June 1,
2017, and the Cybersecurity Review Measures, provide that personal information and important data collected and generated by a critical
information infrastructure operator, or the CIIO, in the course of its operations in Mainland China must be stored in Mainland China,
and if a critical information infrastructure operator purchases internet products and services that affect or may affect national security,
it should be subject to national security review by the CAC together with competent departments of the State Council. In addition, for
CIIOs that purchase network-related products and services, the CIIOs shall declare any network-related product or service that affects
or may affect national security to the Office of Cybersecurity Review of the CAC for cybersecurity review. Due to the lack of further
interpretations, the exact scope of what constitutes a "CIIO" remains unclear. Further, the PRC government authorities may
have wide discretion in the interpretation and enforcement of these laws. In addition, the Cybersecurity Review Measures stipulates that
any online platform operators holding more than one million users/users' individual information shall be subject to cybersecurity
review before listing abroad. As of the date of this report, we have not received any notice from any authorities identifying us as a
CIIO or requiring us to undertake a cybersecurity review by the CAC. Further, as of the date of this report, we have not been subject
to any penalties, fines, suspensions, investigations from any competent authorities for violation of the regulations or policies that
have been issued by the CAC.

 On June 10, 2021, the Standing Committee of
the National People's Congress promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law
requires that data shall not be collected by theft or other illegal means, and it also provides for a data classification and hierarchical
protection system. The data classification and hierarchical protection system protects data according to its importance in economic and
social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals
and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used, which protection system is expected
to be built by the state for data security in the near future. On November 14, 2021, the CAC published the Regulations on the Data Security
Administration Draft, or the Data Security Regulations Draft, to solicit public opinion and comments. Under the Data Security Regulations
Draft, an overseas initial public offering to be conducted by a data processor processing the personal information of more than one million
individuals shall apply for a cybersecurity review. Data processor means an individual or organization that independently makes decisions
on the purpose and manner of processing in data processing activities, and data processing activities refers to activities such as the
collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. Currently we do not expect the Cybersecurity
Review Measures to have an impact on the business and operations of our Hong Kong operating subsidiary, Roshing, or any offering, because
(i) Roshing is incorporated and primarily operating in Hong Kong without any subsidiary or VIE structure in Mainland China; and (ii) as
of the date of this report, Roshing has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity
review for public offering. Based on laws and regulations currently in effect in the PRC as of the date of this report, we believe Roshing
is not required to pass the cybersecurity review of the CAC in order to list our common stock in the U.S.

 In addition, on December 24, 2021, the CSRC
issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises
(the "Draft Administrative Provisions") and the Measures for the Overseas Issuance of Securities and Listing Record-Filings
by Domestic Enterprises (Draft for Comments) (the "Draft Filing Measures"), collectively, the Draft Rules Regarding Overseas
Listings. The Draft Rules Regarding Overseas Listing aim to lay out the filing regulation arrangement for both direct and indirect overseas
listing and clarify the determination criteria for indirect overseas listing in overseas markets. According to the Draft Rules Regarding
Overseas Listings, among other things, after making initial applications with overseas stock markets for initial public offerings or listings,
all Mainland-China-based companies shall file with the CSRC within three working days.

 On February 17, 2023, the CSRC promulgated
the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the "Trial Measures"),
which took effect on March 31, 2023. Compared to the Draft Filing Measures, the Trial Measures further clarified and emphasized that the
comprehensive determination of the "indirect overseas offering and listing by PRC domestic companies" shall comply with the
principle of "substance over form" and particularly, an issuer will be required to go through the filing procedures under
the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer's operating revenue, total profits,
total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted
for by PRC domestic companies, and b) the main parts of the issuer's business activities are conducted in Mainland China, or its
main places of business are located in Mainland China, or the majority of senior managers in charge of its business operation and management
are Chinese citizens or domiciled in mainland China. Furthermore, the Trial Measures and its supporting guidelines provide a negative
list of types of issuers banned from listing overseas, the issuers' obligation to comply with national security measures and the
personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business
days after it submits an application for initial public offering to the competent overseas regulator;(ii) file subsequent reports with
the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing; and
(iii) file with the CSRC within three business days upon the completion of subsequent securities offerings of an issuer in the same overseas
market where it has previously offered and listed securities.

 As the Trial Measures are newly issued, there
remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject
to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that
none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently
in effect in the PRC as of the date of this report, we believe we are not required to obtain regulatory approval from the CSRC or go through
the filing procedures under the Trial Measures before our common stock can be listed or offered in the U.S because a) we do not, directly
or indirectly, own or control any entity or subsidiary in Mainland China, and b) none of our business activities are conducted in Mainland
China, and our main places of business are not located in Mainland China, and the majority of senior managers in charge of our business
operation and management are Hong Kong citizens and domiciled in Hong Kong.

 Since these proposed rules, statements and
regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and
what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Any
failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue
to offer common stock, cause significant disruption to our business operations, severely damage our reputation, materially and adversely
affect our financial condition and results of operations, and cause the common stock to significantly decline in value or become worthless.

 In the opinion of our PRC counsel, Jiangsu
Junjin Law Firm, as of the date of this report, on the basis that (i) we are a Nevada company and our only operating subsidiary, Roshing,
is a Hong Kong company and is headquartered in Hong Kong, neither entity has operations in Mainland China; (ii) we do not, directly or
indirectly, own or control any entity or subsidiary in Mainland China, nor are us controlled by any Mainland Chinese company or individual
directly or indirectly; (iii) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to
establish a VIE structure with any entity in Mainland China; (iv) only a few of Roshing's customers are Mainland China residents,
which contributed 5.2% and 0.4% of our revenue for the years ended July 31, 2023 and 2024, respectively; (v) the majority of our senior
managers in charge of the Company's business operation and management are Hong Kong nationals and domiciled in Hong Kong; and (vi)
all of Roshing's employees are Hong Kong residents, we and our subsidiaries are not required to obtain any permissions or approvals
from the Mainland China authorities for consummating any offering, including but not limited to the CSRC, to operate Roshing's business
or to list our securities on the U.S. exchanges and offer securities, including but not limited to issuing our common stock to foreign
investors. We and our subsidiaries have not applied for, or been denied of any such permissions or approvals from the authorities of Mainland
China. In addition, in the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this report, we are not subject to the
cybersecurity review by the CAC over data security and future offering because we are a Nevada company and our only operating subsidiary
is a Hong Kong company, and neither entity has operations in Mainland China.

 Further, we expect that we and our subsidiaries'
operations will continue to be conducted in Hong Kong, as is the case as of the date of this report. Therefore, we believe that the chance
that we and our subsidiaries will be required to obtain any permissions or approvals from the governmental authorities of Mainland China
for our operations, or the listing of our securities on the U.S. exchanges and the offering of our securities in the future is very remote.
If (i) we and our subsidiaries do not receive or maintain such permissions or approvals, should such approvals be required in the future
by the PRC government, (ii) we and our subsidiaries inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our
operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly
limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless. Consequently,
our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could
be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become
worthless.

 Since these statements and regulatory actions
are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or
new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain
what potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign
investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political
arrangements between Mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong
Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment
in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale
or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
of our common stock to significantly decline or become worthless.

 In addition, the SEC has issued statements
primarily focused on companies with significant China-based operations. For example, on July 30, 2021, Gary Gensler, Chairman of the SEC,
issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has
asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations. The statement
also addressed risks inherent in companies with a VIE structure.

 Risks Related to Taxation

 Non-compliance with tax obligations
may adversely affect our business and operation results.

 On June 5, 2023, the United States Internal
Revenue Service ("IRS") issued a notice letter imposing penalties for failure to provide information concerning certain foreign-owned
U.S. Corporations for the tax period ending July 31, 2021, totaling $25,000. We promptly submitted a request for penalty abatement within
30 days of receiving the notice, asserting that the late filing was not due to willful neglect. However, as of now, we have not received
any final decision from the IRS regarding their intended course of action. The total amount due now stands at $26,426.55, inclusive of
accrued interest and penalties calculated up to February 26, 2022. On April 25, 2024, the Company paid the total amount of $26,854.68
to IRS by check.

 On
March 11, 2024, the Company received a new notice letter with the IRS issued a notice imposing penalties for failure to
file form 5471 under Internal Revenue Code Section 6038. The penalty amounts due by April 1, 2024, is $20,000. On
April 22, 2024, the Company received another notice from IRS of the intent of levy the company's property or rights to
property for the Company's failure to pay the penalty. The total penalty due now stands at $20,184.43, inclusive
of accrued interest and penalties calculated up to April 22, 2024. On April 22, 2024,
we promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not
due to willful neglect.

 On May
10, 2024, the company paid USD 20,184.43 by check to IRS for the tax period ending July 31, 2023.

 All late filings were due to two main factors:
a) the impact of the epidemic, resulting in our failure to report in a timely manner and subsequent payment of fines. We have settled
the fines, but we require details regarding the date, amount, and reasons for any new penalties arising from delayed tax payments. b)
The change of ownership in August 2021 led to numerous unresolved matters, compounded by various obstacles encountered during the pandemic.

 Up to May 10, 2024, we have successfully filed
tax returns for the years 2020 to 2022 and have duly remitted the two fines along with accrued interest via check. The amount owed, encompassing
principal and interest, was ascertained and settled upon the submission of the report. In our future operations, we will aim to pay taxes
on time and as required. However, we cannot guarantee that the Company won't make tax payment errors in the future, which could
affect our operations.

 A change in tax laws in any country
in which we operate or loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies
or the taxable presence of our subsidiaries in certain countries could adversely affect us.

 Tax laws, treaties and regulations are highly
complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in
and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the
expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher
tax expense or a higher effective tax rate on our earnings.

 In addition, if any tax authority successfully
challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our
subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that
is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could
increase substantially and our earnings and cash flows from operations could be materially adversely affected.

 Risks Related to Our
Common Stock

 Our common stock is currently quoted
on the OTC Pink Market, which may have an unfavorable impact on our stock price and liquidity.

 Our common stock is currently quoted on the
OTC Pink Market. The quotation of our shares on the OTC Pink Market may result in a less liquid market available for existing and potential
stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse
impact on our ability to raise capital in the future. When fewer shares of a security are being traded on the OTC Pink Market, volatility
of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes
in shares of our common stock, there may be a lower likelihood that orders for shares of our common stock will be executed, and current
prices may differ significantly from the price that was quoted at the time of entry of the order.

 There can be no assurances that an active
trading market may develop for our common stock, or if developed, be maintained.

 Our common stock has traded on the OTC Pink
Market since February 9, 2022. The average trading volume in our common stock has been historically low, with little or no trading at
all on some days. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our
common stock. Accordingly, investors must assume they may have to bear the economic risk of an investment in our common stock for an indefinite
period of time. There can be no assurance that a more active market for the common stock will develop, or if one should develop, there
is no assurance that it will be maintained. This severely limits the liquidity of our common stock and would likely have a material adverse
effect on the market price of our common stock and on our ability to raise additional capital.

 Our common stock is subject to the "penny
stock" rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and
may reduce the value of an investment in the stock.

 The SEC has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:

 that a broker or dealer approve a person's account for transactions in penny stocks; and

 the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 In order to approve a person's account
for transactions in penny stocks, the broker or dealer must:

 obtain financial information and investment experience objectives of the person; and

 make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight
form sets forth:

 the basis on which the broker or dealer made the suitability determination; and

 that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally, brokers may be less willing to
execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose
of common stock and cause a decline in the market value of stock.

 Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer
and the registered underwriter, current quotations for the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.

 The Financial Industry Regulatory Authority
("FINRA") sales practice requirements may also limit a stockholder's ability to buy and sell our common stock.

 In addition to the "penny stock"
rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities
to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial
status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is
a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make
it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell
our common stock and have an adverse effect on the market for shares of our common stock.

 Our articles of incorporation allow
for our board to create a new series of preferred stock without further approval by our Stockholders, which could adversely affect the
rights of the holders of our common stock.

 Our board of directors has the authority
to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up 80,000
shares of Series A Preferred Stock and 20,000,000 shares of undesignated preferred stock. The Board of Directors
has the authority, without stockholder approval, to amend the Company's Articles of Incorporation to divide the class of
undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series,
including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the
shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for
the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of
another series or class, if the shares of any series are issued with the privilege of conversion, which could decrease the
relative voting power of our common stock or result in dilution to our existing Stockholders.

 On January
27, 2023, Tianci sold 80,000 shares of its Series A Preferred Stock to RQS Capital for $24,000 cash. On January 19, 2024,
the Company issued 8,000,000 shares of its common stock to RQS Capital. The shares were issued upon RQS Capital's exercise of its
right to convert 80,000 shares of Tianci's Series A Preferred Stock into 8,000,000 shares of common stock.

 On April 24, 2024, Tianci sold 80,000 shares
of Series B Preferred Stock to RQS Capital. The shares were sold for a cash payment of $80,000. Each share of Series B Preferred Stock
may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. As
of the date of the report, none of the shares of Series B Preferred Stock have been converted, and RQS Capital does not intend to convert
its shares of Series B Preferred Stock into shares of common stock at the date of the report; however, the shares of Series B Preferred
Stock may be converted into shares of common stock at any time at the option of RQS Capital.

 Although we have no present intention to issue
any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

 The trading price of our common stock
is likely to be volatile, which could result in substantial losses to investors.

 The trading price of our common stock is likely
to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors,
including the performance and fluctuation of the market prices of other companies with business operations located outside of the United
States that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume
for our common stock may be highly volatile for factors specific to our own operations, including the following:

 variations in our revenues, earnings and cash flow;

 announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 announcements of new offerings, solutions and expansions by us or our competitors;

 detrimental adverse publicity about us, our brand, our services or our industry;

 additions or departures of key personnel; and

 potential litigation or regulatory investigations.

 Any of these factors may result in large and
sudden changes in the volume and price at which our common stock will trade.

 In the past, stockholders of public companies
have often brought securities class action suits against those companies following periods of instability in the market price of their
securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other
resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results
of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital
in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have
a material adverse effect on our financial condition and results of operations.

 Short sellers of our stock may be manipulative
and may drive down the market price of our common stock.

 Short selling is the practice of selling securities
that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities
at a later date to return them to the lender. A short seller hopes to profit from a decline in the value of the securities between the
sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than
it received in the sale. As it is therefore in the short seller's interest for the price of the stock to decline, some short sellers
publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar
matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result
of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively
high volatility levels can be particularly vulnerable to such short seller attacks.

 The publication of any such commentary regarding
us by a short seller may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances
can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in
the future, in connection with such commentary by short sellers or otherwise.

 The sale or availability for sale of
substantial amounts of our common stock could adversely affect their market price.

 Sales of substantial amounts of our common
stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock
and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing stockholders
may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities. As of July 31,
2024 and the date of this report, we have 14,781,803 shares of common stock issued and outstanding. We cannot predict what effect, if
any, market sales of securities held by our significant stockholders or any other stockholder or the availability of these securities
for future sale will have on the market price of our common stock.

 As we do not expect to pay dividends
in the foreseeable future, you must rely on a price appreciation of our common stock for return on your investment.

 We currently intend to retain most, if not
all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect
to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for
any future dividend income.

 Our board of directors has complete discretion
as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form
of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the
amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors
deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely
upon any future price appreciation of our common stock. There is no guarantee that our common stock will appreciate in value, or even
maintain the price at which you purchased the common stock. You may not realize a return on your investment in our common stock and you
may even lose your entire investment in our common stock.

 Our CEO beneficially owns the majority
of our outstanding stock and, accordingly, will have control over stockholder matters, the Company's business and management.

 Shufang Gao, the Chief Executive Officer of
Tianci, through his 60% holding in RQS Capital, which has 61.89% of the voting power, together with common stock owned by himself, controls
securities with 62.11% of the voting power in Tianci. As a result, Mr. Gao will have the ability to:

 Elect or defeat the election of our directors;

 Amend or prevent amendment of our articles of incorporation or bylaws;

 Effect or prevent a merger, sale of assets or other corporate transaction; and

 Affect the outcome of any other matter submitted to the Stockholders for vote.

 Moreover, because of the significant ownership
position held by Mr. Gao, new investors will not be able to effect a change in the Company's business or management, and therefore,
stockholders would be subject to decisions made by management and the majority stockholder.

 In addition, Management's stock ownership
may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce
our stock price or prevent our Stockholders from realizing a premium over our stock price.

 The sale of securities by us in any
equity or debt financing could result in dilution to our existing Stockholders.

 Our Board of Directors is authorized to issue
up to 100,000,000 shares of common stock, up to 80,000 shares of Series A Preferred stock, up to 80,000 shares of Series B Preferred stock,
and up to 19,920,000 shares of undesignated preferred stock. If our management determines to issue
shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to
obtain stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction. In
addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and
other rights of holders of the preferred stock. The Board, therefore, could use the Preferred Stock to give an investor group disproportionate
voting rights or priority over the common stock in the allocation of benefits from the operations of Roshing, including preferential dividends.
The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial
by the common stockholders.

 Any sale of common stock by us in a future
private placement offering could result in dilution to the existing Stockholders as a direct result of our issuance of additional shares
of our capital stock. In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses,
acquiring, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of
our other activities, we may issue additional equity securities that could dilute our Stockholders' stock ownership. We may also
assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our
earnings and results of operations.

 We may require additional capital to
support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely
affect our business.

 We intend to continue to make investments
to support our business growth and may require additional funds to respond to business challenges, including the need to enhance our products
and services, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage
in public or private equity, equity-linked or debt financing to secure additional funds. If we raise additional funds through future issuances
of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we
issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure
in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters,
including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities,
including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable
to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and
respond to business challenges could be significantly impaired, and our business could be adversely affected.

 Item 1B. Unresolved Staff Comments

 Not applicable.

 Item 1C. Cybersecurity

 Cybersecurity: Risk Management and Strategy

 We have developed and implemented a cybersecurity
risk management program that is designed to protect the confidentiality, integrity, and availability of the Company's data and systems.
Our cybersecurity risk management program includes a cybersecurity incident response plan.

 Our cybersecurity risk management program is integrated
into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that
apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

 Our cybersecurity risk management program includes:

 A risk assessment process designed to help identify material cybersecurity
risks to our critical systems, information, services, and our broader enterprise IT environment;

 A security team principally responsible for managing (1) our cybersecurity
risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

 The use of external service providers, where appropriate, to assess, test
or otherwise assist with aspects of our security controls;

 Cybersecurity awareness training of our employees, incident response personnel,
and senior management; and

 A cybersecurity incident response plan that includes procedures for responding
to cybersecurity incidents.

 Additionally, the Company assesses and manages
cybersecurity threats associated with its third party service providers' information technology systems that could compromise the
Company's information security or data. Identified cybersecurity threats are communicated to management for review, response and
mitigation as appropriate.

 As of the date of this filing, we have not identified
risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us,
including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that,
if realized, are likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

 Cybersecurity: Governance

 Our Board of Directors considers cybersecurity
risk within the Board's risk oversight function. The board of directors has charged management with responsibility for oversight
of cybersecurity risks and incidents and any other risks and incidents relevant to the Company's computerized information system
controls and security. The Board and its Audit Committee oversee management's implementation of our cybersecurity risk management
program.

 Our Corporate Controller reviews the efficacy of
our cybersecurity program from time to time as circumstances make appropriate and annually in connection with the annual audit of the
Company's financial statements. Our Corporate Controller renders to the auditor a written report regarding IT general controls,
including cybersecurity systems, risk assessment and monitoring practices. The auditor reviews the report in connection with its assessment
of the Company's internal controls over financial reporting, and advises Company management if the report reveals flaws in the Company's
internal controls. Copies of the Corporate Controller's report are also given to the CEO/CFO and made available to members of the
Board of Directors. Copies of the auditor's report are delivered to the members of the Board of Directors, which reviews and is
responsible to cause a remediation of any material inadequacies in the controls environment.

 Our Corporate Controller reports to our CEO/CFO
on matters of cybersecurity, and together they carry responsibility for our overall cybersecurity risk management program. Our CEO/CFO
provides prompt reports to the Board regarding cybersecurity risks and incidents as they are revealed, as well as periodic reports, as
appropriate, regarding the Company's cybersecurity program.

 Item 2. Properties

 Our principal executive office is located at Unit
B, 10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong, overing a total area of approximately 200 square feet. The
premises are provided by a third-party pursuant to an office rental service agreement and the service term expires in September 2025.
After that, we intend to renew the service term. The office meets the office space needs of all of our business segments.

 Management believes the real property leased by
Roshing will be adequate for its operations for the foreseeable future.

 Item 3. Legal Proceedings

 Neither Tianci International nor any of its subsidiaries
is party to material pending legal proceedings, other than ordinary routine litigation incidental to the product distribution business.

 Item 4. Mine Safety Disclosures

 Not Applicable.

 Item 5. Market For Registrant's Common Equity, Related Stockholder
Matters And Issuer Purchases Of Equity Securities

 (a) Market Information

 The Company's common stock is quoted on the
OTC Pink Market under the symbol "CIIT". The quotations reported on the OTC Pink Market reflect inter-dealer prices without
retail markup, markdown or commissions, and may not necessarily represent actual transactions.

 The Company's common stock is thinly traded. The
quoted bid and asked prices for the Common Stock vary significantly from week to week. An investor holding shares of the Company's Common
Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid
price.

 (b) Shareholders

 Our shareholders list contains the names of 132
stockholders of record of the Company's Common Stock.

 (c) Dividends

 Any future decisions regarding dividends will be
made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business
and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to
pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency
and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual
restrictions and other factors that the board of directors may deem relevant.

 (d) Securities Authorized for Issuance Under
Equity Compensation Plans

 The information set forth in the table below regarding
equity compensation plans (which include individual compensation arrangements) was determined as of July 31, 2024.

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans

 Equity compensation plans approved by security holders

 N.A.

 7,000,000
 (1)

 Equity compensation plans not approved by security holders

 N.A.

 Total

 N.A.

 7,000,000

 ___________________________

 (1) In
2024 the Board of Directors adopted the 2024 Equity Incentive Plan. The Plan authorized the Board to issue up to 7,000,000 common shares
during the ten year period of the Plan. The shares may be awarded to employees or directors of Tianci International, Inc. or its subsidiaries
as well as to consultants to those entities. The shares may be awarded as outright grants or in the form of options, restricted stock,
performance shares, deferred stock units or stock appreciation rights. 7,000,000 shares remain available for issuance under the plan.

 (e) Sale of Unregistered Securities

 The Company did not make any sale of unregistered
securities during the 4 th quarter of fiscal year 2023.

 (f) Repurchase of Equity Securities

 The Company did not repurchase any shares of its
common stock during the 4 th quarter of fiscal year 2024.

 Item
6. Climate – Related Disclosure

 Not applicable.

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

 Overview

 On March 3, 2023, we acquired ownership of
RQS United Group Limited, a company organized under the laws of the Republic of Seychelles ( "RQS United"), pursuant
to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital Limited, the prior owner of RQS United.

 RQS United is a holding company incorporated
in the Republic of Seychelles. RQS United has no operations other than holding 90% of the outstanding share capital of its subsidiary,
Roshing International Co., Limited, a company organized under the laws of Hong Kong ( "Roshing"). Roshing was
incorporated on June 22, 2011 and is primarily engaged in logistics solutions, including shipping operation management. We also generate
a small portion of our revenue from our non-core businesses that we carry on through Roshing, including software development services,
consulting services, and the sale of electronic parts.

 Our primary line of business is global logistics. The Company, through
its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement and related logistics
solutions. Roshing's customized logistics solutions are tailored to meet the diverse needs of its customers.

 For the container shipping service, Roshing
charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters
that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers,
and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection
of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance
of the contract.

 Roshing currently does not own or operate
any transportation assets. By leveraging our senior management's expertise in the global logistics industry and adopting an asset-light
strategy at the early stage, Roshing has seen a significant growth in logistics revenue during year ended July 31, 2024. Shufang Gao,
our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience.
His expertise spans shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company
with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in
the shipping industry. Roshing's business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region,
mainly in Japan, South Korea, Vietnam. Roshing's logistics services also include the shipment of goods to African countries.

 Roshing also generates revenue from the sale
of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

 Key factors that affect operating results

 Our performance of operations and financial
conditions have been, and are expected to continue to be, affected by a number of factors which are set forth below.

 Economic Conditions
in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly,
if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, such as local economic
downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions
or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially
and adversely affected.

 International Trade
Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected
by global political, economic or social conditions. Any changes in a particular country's trade policy could trigger retaliatory
actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce
customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with
the particular country. Our business is also susceptible to downturns and disruptions in the business activities of their direct customers
that are beyond their control. If sales in a particular geographical market in which our direct customers target operate in decline, due
to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international
trade volume which, in turn, could reduce the demand for freight forward and adversely affect our results of operations.

 Our Ability to Source
Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the fee that we paid to our vendors.
As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price
and effectively control the cost.

 Results of Operations

 For the year ended July 31, 2024 and 2023

 For the Year ended

 Change

 Change

 2024

 2023

 Amounts

 Percentage

 Revenues

 $

 $

 $
 8,164,856

 $
 1,805%

 Cost of Revenues

 7,562,086

 456,494

 7,105,592

 1557%

 Gross profit

 1,055,179

 (4,085
)

 1,059,264

 (25931%
)

 Selling and marketing

 365,992

 54,169

 311,823

 576%

 General and administrative

 520,884

 285,740

 235,144

 82%

 (Loss) from operations

 168,303

 (343,994
)

 512,297

 (149%
)

 Other (expense)

 (22,077
)

 –

 (22,077
)

 N/A

 Provision for income taxes

 35,906

 12,095

 23,811

 197%

 110,320

 (356,089
)

 466,409

 (131%
)

 Less: net income (loss) attributable to non-controlling interest

 55,870

 (14,879
)

 70,749

 (475%
)

 Net income (loss) attributable to Tianci

 $

 $
 (341,210
)

 $
 395,660

 $
 (116%
)

 Revenues

 For the year ended July 31, 2024, our total
revenue increased significantly to $8,617,265 from $452,409 for the year ended July 31, 2023. The increase was mainly attributable to
the launch and growth of our global logistics service, which contributed 97% of our revenue in the year ended July 31, 2024.

 The rest of our business lines represent a
relatively small percentage of our revenue in 2024. We expect this trend to continue in the foreseeable future.

 For the Year Ended

 2024

 2023

 Global Logistics Service Revenue

 $
 8,320,402

 $
 –

 Product Sales Revenue

 103,382

 294880

 Other Service Revenues

 193,481

 157,529

 Total

 $

 $

 Cost of Revenues

 Total cost of revenues increased from $456,494
to $7,562,086 for the year ended July 31, 2024. The increase was in line with the growth of our global logistics services.

 The breakdown of our cost of revenues is summarized
as follows:

 For the Year Ended

 2024

 2023

 Cost of Global Logistics Service

 $
 7,432,806

 $
 –

 Cost of Product

 87,088

 227,660

 Cost of Other Service

 42,192

 228,834

 Total

 $
 7,562,086

 $
 456,494

 Our cost of revenues from global logistics
services represented 98% of total cost of revenues for the year ended July 31, 2024. Cost of global logistics services primarily include
the cargo space charged by direct ocean carriers, fees charged by freight forwarders, fees charged for ancillary logistics services, and
compensation expenses we paid to our logistics employees.

 Our gross profits and gross margin of each
business line are summarized as follows:

 For the Year Ended July 31,

 2024

 2023

 Global Logistics Service

 $
 887,596

 $
 –

 Gross Profit Margin

 10.67%

 –

 Hardware Product Sales

 $
 16,294

 $
 67,220

 Gross Profit Margin

 15.76%

 22.8%

 Other Services

 $
 151,289

 $
 -71,305

 Gross Profit Margin

 78.19%

 -45.26%

 Total

 $
 1,055,179

 $
 -4,085

 Gross Profit Margin

 12.24%

 -0.9%

 Our total gross profit increased by $1,059,264
to $1,055,179 for the year ended July 31, 2024. The increase in gross profit was primarily attribute to the launch and growth of our global
logistics service, as discussed above. For the year ended July 31, 2024, our total gross profit margin was 12.24%, an increase from gross
loss of 0.9% for the year ended July 31, 2023. Our gross margin from our dominant business line global logistics service was10.67% for
the year ended July 31, 2024. We anticipate that the gross margin realized from logistics services is likely to increase in the future
as demand picks up post-pandemic with relatively stable global logistics supply.

 Operating Expenses

 As our business grew, there was a significant
increase in our total operating expenses, which were $886,876 for the year ended July 31, 2024 as compared to $339,909 for the year ended
July 31, 2023. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating
to our obligations as a public company. The increase was mainly due to the increased commission expenses we paid to agents for referring
global logistics customers, and professional fees in relation to our proposed public offering.

 Income tax expense

 Our income tax expense amounted to $35,906
for the year ended July 31, 2024 as compared to $12,095 for the year ended July 31, 2023. The change was due to the increase in revenue
generated during the period.

 Total net income was $110,320 for the year
ended July 31, 2024. As the Company owns only 90% shares of its operating subsidiary, Roshing, 10% of net income generated by Roshing
was attributed to the minority interest. As a result, the net income for the year ended July 31, 2024 attributable to the shareholders
of the Company was $54,450. In comparison, during the year ended July 31, 2023, the Company incurred a net loss of $341,210.
We believe our pivot to the logistics market gives our shareholders an opportunity to benefit from the opportunity presented by this market
as the global economy recovers from the pandemic.

 Liquidity and Capital Resources

 In assessing our liquidity, we monitor and
analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and
operating expenses obligations. As of July 31, 2024, we had working capital of $788,354, as our cash amounted to $413,129, our current
assets were $910,305 and our current liabilities were $121,951. To date, we have financed our operations primarily through capital contributions
and advances from shareholders, as well as private investors. At July 31, 2024 we owed $2,271 to our related parties (See Note 4 to the
financial statements).

 We believe that our liquidity and working
capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources
in the future if there are changes in business conditions or other developments or if the company finds and wishes to pursue opportunities
for investment, acquisition, capital expenditure, or similar actions.

 We started providing logistics services during
the quarter ended October 31, 2023. Although the business grew rapidly this year, we may require significant capital expenditure in order
to obtain additional market share. If we determined that our cash requirements exceed the amount of cash and cash equivalents we have
on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity
may result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result
in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate
may also strain our operating cash flow. We cannot assure you that financing will be in place or on terms acceptable to us, if at all.

 The following table summarizes the key components
of our cash flows for the years ended July 31, 2024 and 2023.

 For the year ended July 31

 2024

 2023

 Net cash provided by operating activities

 $
 112,740

 $
 324,581

 Net cash used in investing activities

 –

 –

 Net cash provided by (used in) financing activities

 44,047

 (89,476
)

 Net change in cash and restricted cash

 $
 156,787

 $
 235,105

 Operating activities

 Net cash of $112,740 provided by operating
activities for the year ended July 31, 2024 was primarily the result of net income of $110,320. A $35,906 increase in income taxes payable
and $21,498 increase in accrued liabilities were offset by an noncash item, $24,953 of debt forgiven by a related party, and a decrease
of $29,070 in our advances from customers account.

 Despite our net loss of $356,089 for the year
ended July 31, 2023, net cash was provided by operating activities, primarily because our accounts receivable balance decreased by $737,663
during the period, as we made efforts on the collection process. The decrease was offset by a decrease of $447,292 in our accounts payable
balance as we used the accounts payable proceeds to settle our liabilities to our vendors. In addition, our operating loss of $356,089
included $210,000 in stock compensation, a noncash expense.

 Investing activities

 The company had no investing activities during
the year ended July 31, 2024 and 2023.

 Financing activities

 Net cash provided by financing activities
for the year ended July 31, 2024 was $44,047, as the proceeds of $513,213 that we received from a private placement offering was partially
offset by the $495,356 in fees that we paid to various service providers in anticipation of a public offering of stock.

 Net cash used in financing activities for
the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related
party in the amount of $341,885. This cash outflow was partially offset by $31,490 in working capital advance from related parties, $84,503
in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580,
the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.

 Critical Accounting Estimates

 Our financial statements and accompanying
notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.

 In connection with the preparation of our
financial statements for the year ended July 31, 2024, there was no accounting estimate we made that was subject to a high degree of uncertainty
and was critical to our results.

 Recently Issued Accounting Pronouncements

 The Company considers the applicability and
impact of all accounting standards updates ("ASUs"). Management periodically reviews new accounting standards that are issued.
The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company's consolidated balance sheets,

 Item 7A. Quantitative And Qualitative Disclosures About Market Risk

 Not Applicable.

 Item 8. Financial Statements

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public
Accounting Firm (PCAOB ID# 6797)

 Report of Independent Registered Public
Accounting Firm (PCAOB ID# 822)

 Consolidated Balance Sheets as of July 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended July 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended July 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended July 31, 2024 and 2023

 F-7 to F-24

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors of

 Tianci International, Inc.

 OPINION ON THE FINANCIAL STATEMENTS

 We have audited the accompanying consolidated balance sheet of Tianci
International, Inc. (the "Company") as of July 31, 2024 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of Tianci International, Inc. as of July 31, 2024 and the results of its operations and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States.

 BASIS FOR OPINION

 These 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 are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control
over financial reporting 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.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 CRITICAL AUDIT MATTERS

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgements. We determined that there are no critical audit matters.

 /s/ Bush & Associates CPA LLC

 We have served as the Company's auditor since 2024.

 Henderson, Nevada

 October 22, 2024

 PCAOB ID Number 6797

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of Tianci International,
Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheet of Tianci
International, Inc. (the "Company") as of July 31, 2023 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of Tianci International, Inc. as of July 31, 2023 and the results of its operations and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States.

 Explanatory Paragraph Regarding Going Concern

 The accompanying financial statements as of July 31, 2023 and for
the year ended July 31, 2023 have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1
to the consolidated financial statements, the Company's then financial situation raised substantial doubt about its ability to
continue as a going concern. Management's then plans in regard to this matter are also described in Note 1. These financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting 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.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there were no critical audit matters.

 /s/ Michael T. Studer CPA P.C.

 Michael T. Studer CPA P.C.

 Freeport, New York

 October 20, 2023

 We have served as the Company's auditor since 2023.

 F- 2

 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 (EXPRESSED IN UNITED STATES DOLLARS)

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 413,129

 $
 256,342

 Accounts receivable

 –

 –

 Prepaid expense

 1,820

 1,750

 Deferred offering costs

 495,356

 –

 Due from related party

 –

 54,134

 Total current assets

 910,305

 312,226

 Other assets:

 Lease security deposit

 1,656

 1,542

 Right-of-use asset

 –

 6,436

 Total non-current assets

 1,656

 7,978

 TOTAL ASSETS

 $
 911,961

 $
 320,204

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 –

 $

 Income taxes payable

 62,204

 26,298

 Due to related parties

 2,271

 276,077

 Lease liability - current

 –

 4,368

 Advances from customers

 –

 29,070

 Accrued liabilities and other payables

 57,476

 260,176

 Total current liabilities

 121,951

 596,768

 Lease liability - noncurrent

 –

 2,068

 Total liabilities

 121,951

 598,836

 Commitments and contingencies

 –

 –

 Stockholders' equity (deficit):

 Series A Preferred stock, $ 0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 –

 Series B Preferred stock, $ 0.0001 par value; 80,000 shares
 authorized; 80,000 and 0 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 –

 Undesignated preferred stock, $ 0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding

 –

 –

 Common stock, $ 0.0001 par value, 100,000,000 shares authorized;
 14,781,803 and 5,903,481 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 1,478

 Additional paid-in capital

 962,416

 4,982

 Accumulated deficit

 ( 222,071
)

 ( 276,521
)

 Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC.

 741,831

 ( 270,941
)

 Non-controlling interest

 48,179

 ( 7,691
)

 Total stockholders' equity (deficit)

 790,010

 ( 278,632
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 911,961

 $
 320,204

 The accompanying notes are an integral part of these consolidated

 F- 3

 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (EXPRESSED IN UNITED STATES DOLLARS)

 For the year ended July 31,

 2024

 2023

 OPERATING REVENUES

 Global logistics services

 $
 8,320,402

 $
 –

 Other revenue

 296,863

 Total Operating Revenues

 COST OF REVENUES

 Global logistics services

 7,432,806

 –

 Other revenue

 129,280

 456,494

 Total Cost of Revenues

 7,562,086

 456,494

 Gross profit (loss)

 1,055,179

 ( 4,085
)

 Operating expenses:

 Selling and marketing

 365,992

 54,169

 General and administrative

 520,884

 285,740

 Total operating expenses

 886,876

 339,909

 Income (loss) from operations

 168,303

 ( 343,994
)

 Other (expense) net

 ( 22,077
)

 –

 Income (loss) before provision for income taxes

 146,226

 ( 343,994
)

 Provision for income taxes

 35,906

 12,095

 110,320

 ( 356,089
)

 Less: net income (loss) attributable to non-controlling interest

 55,870

 ( 14,879
)

 Net income (loss) attributable to TIANCI INTERNATIONAL, INC.

 $

 $
 ( 341,210
)

 Weighted average number of common shares*

 10,560,950

 3,314,621

 Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.*

 $
 0.01

 $
 ( 0.10
)

 Weighted average number of preferred shares A*

 37,260

 40,659

 Income (loss) per preferred share A attributable to TIANCI INTERNATIONAL, INC.*

 $
 1.46

 $
 ( 8.39
)

 Weighted average number of preferred shares B*

 21,319

 –

 Income (loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC.*

 $
 2.55

 $
 –

 *

 Shares are presented on a retroactive basis to reflect the
 reorganization on March 3, 2023

 The accompanying notes are an integral part of these consolidated

 F- 4

 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY

 FOR THE YEARS ENDED JULY 31, 2024 AND 2023 (EXPRESSED
IN UNITED STATES DOLLARS)

 A Preferred Stock

 A Preferred Stock amount *

 B Preferred Stock

 B Preferred Stock amount *

 Common stock *

 Common
 stock amount *

 Subscription
 receivable *

 Additional
 Paid-in Capital

 (Accumulated
 Deficit)

 Noncontrolling
 interest

 Total

 Balance at July 31, 2022

 –

 $
 –

 –

 $
 –

 1,500,000

 $

 $
 ( 50,000
)

 $
 82,732

 $
 64,689

 $
 7,188

 $
 104,759

 RQS United Subscription receivable

 –

 –

 –

 –

 –

 –

 50,000

 –

 –

 –

 50,000

 Capital contribution

 –

 –

 –

 –

 –

 –

 –

 65,650

 –

 –

 65,650

 Payments of Shenzhen China rent by related parties (Note 3)

 –

 –

 –

 –

 –

 –

 –

 16,580

 –

 –

 16,580

 Stock compensation issued

 –

 –

 –

 –

 700,000

 –

 209,930

 –

 –

 210,000

 Reverse merger adjustment

 –

 –

 3,703,481

 –

 ( 369,910
)

 –

 –

 ( 369,532
)

 Net loss

 –

 –

 –

 –

 –

 –

 –

 –

 ( 341,210
)

 ( 14,879
)

 ( 356,089
)

 Balance at July 31, 2023

 $

 –

 $
 –

 5,903,481

 $

 $
 –

 $
 4,982

 $
 ( 276,521
)

 $
 ( 7,691
)

 $
 ( 278,632
)

 Conversion of liabilities to common stock

 –

 –

 –

 –

 445,109

 –

 445,065

 –

 –

 445,109

 Conversion of preferred stock to common stock

 ( 80,000
)

 ( 8
)

 –

 –

 8,000,000

 –

 ( 792
)

 –

 –

 –

 Common stock private
 offering

 –

 –

 –

 –

 433,213

 –

 433,169

 –

 –

 433,213

 Preferred stock private
 offering

 –

 –

 –

 –

 –

 79,992

 –

 –

 Net income

 –

 –

 –

 –

 –

 –

 –

 –

 55,870

 110,320

 Balance at July 31, 2024

 –

 $
 –

 $

 14,781,803

 $
 1,478

 $
 –

 $
 962,416

 $
 ( 222,071
)

 $
 48,179

 $
 790,010

 *

 Shares are presented on a retroactive basis to reflect the reorganization on
 March 3, 2023

 The accompanying notes are an integral part of these consolidated

 F- 5

 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (EXPRESSED IN UNITED STATES DOLLARS)

 For the year ended July 31,

 2024

 2023

 Cash flows from operating activities:

 $
 110,320

 $
 ( 356,089
)

 Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 Deferred income tax benefit

 –

 –

 Stock compensation issued

 –

 210,000

 Amortization of operating lease right-of-use asset

 –

 Debt forgave by related party

 ( 24,953
)

 –

 Change in operating assets and liabilities:

 Accounts receivable

 –

 737,663

 Prepaid expense

 ( 70
)

 1,397

 Lease security deposit

 ( 114
)

 –

 Advances from customers

 ( 29,070
)

 29,070

 Accounts payable

 ( 777
)

 ( 447,292
)

 Income taxes payable

 35,906

 12,096

 Operating lease liabilities

 ( 356
)

 –

 Accrued liabilities and other payables

 21,498

 137,736

 Net cash provided by operating activities

 112,740

 324,581

 Cash flows from financing activities:

 Cash received in connection with reverse acquisition

 –

 4,186

 Proceeds received from private offerings

 513,213

 –

 Subscription receivable collected

 –

 50,000

 Capital contribution received

 –

 65,650

 Working capital advance from related party

 54,134

 31,490

 Repayment of working capital advance from related party

 ( 28,083
)

 ( 341,885
)

 Operating expenses directly paid by shareholders

 84,503

 Payments of Shenzhen China rent by related parties

 –

 16,580

 Deferred offering costs incurred

 ( 495,356
)

 –

 Net cash (used in) provided by financing activities

 44,047

 ( 89,476
)

 Net increase in cash

 156,787

 235,105

 Cash, beginning

 256,342

 21,237

 Cash, ending

 $
 413,129

 $
 256,342

 Supplemental disclosure of cash flow information:

 Cash paid during the period for:

 Interest

 $
 –

 $
 –

 Income taxes

 $
 –

 $
 –

 Non-Cash Activities:

 Initial recognition of right-of-use assets and lease liabilities

 $
 –

 $
 6,436

 Early termination of right-of-use assets and lease liabilities

 $
 6,080

 $
 –

 Conversion of liabilities to common stock

 $
 445,109

 $
 –

 Conversion of preferred stock to common stock

 $

 $
 –

 Noncash assets (liabilities) received in connection with reverse acquisition:

 Prepaid expense and other current assets

 $
 –

 $
 3,250

 Accounts payable

 –

 ( 3,127
)

 Due to related parties

 –

 ( 253,041
)

 Accrued liabilities and other payables

 –

 ( 120,800
)

 Net

 $
 –

 $
 ( 373,718
)

 The accompanying notes are an integral part of these consolidated

 F- 6

2023

 NOTE 1 – NATURE
OF BUSINESS AND ORGANIZATION

 On June
13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, Freedom Petroleum changed its
name to Steampunk Wizards, Inc.; and on November 9, 2016, Steampunk Wizards changed its name to Tianci International, Inc. The Company
is a holding company. As of July 31, 2024, the Company had one operating subsidiary, Roshing International Co., Limited ("Roshing").
The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company's fiscal year end
is July 31.

 On February
13, 2023, the Company incorporated a wholly owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles.

 Reorganization

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

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

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

 RQS United
is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other
than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong,
is principally engaged in global logistics services. Less than 4% of its revenue for the nine months ended July 31, 2024 was derived from
other business lines: sales of electronic device hardware components, development of logistics software and websites, technical consulting,
and software maintenance. Roshing's business is primarily carried out in Hong Kong.

 Going
Concern Uncertainty

 The
accompanying consolidated Financial Statements have been prepared applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. As of July 31, 2023, the Company had cash of $ 256,342
and a working capital deficit of $ 284,542.
For the year ended July 31, 2023, the Company had total operating revenues of $ 452,409
and a net loss of $ 356,089. These factors
among others raised substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time
as of October 20, 2023, the issuance date of the July 31, 2023 Financial Statements. As of October 20, 2023, Management plans were
to seek debt and/or equity financing to operate until such time as the Company has established sufficient ongoing revenues to cover
its costs. The July 31, 2023 financial statements did not include any adjustments relating to the recoverability and classification
of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a
going concern.

 As of July 31, 2024, the Company
had cash of $ 413,129 and positive working capital of $ 788,354. For the year ended July 31, 2024, the Company had total operating revenues
of $ 8,617,265 and net income of $ 110,320. For these reasons, the Company believes that the going concern uncertainty has been alleviated
as of July 31, 2024.

 F- 7

2023

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").

 Principles of consolidation

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

 Use of Estimates

 The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses
during the reporting periods. Actual results could differ from these good faith estimates and judgments.

 Foreign currency translation
and transactions

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

 Cash
and Cash Equivalents

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

 Accounts
receivable, net

 Accounts receivable include trade
accounts due from customers which are generally collected within six months. In establishing the allowance for doubtful accounts,
management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis,
and the credit history and financial condition of the customer. Management reviews its receivables on a regular basis to determine
if the allowance for doubtful accounts is adequate, and adjusts the allowance when necessary. Delinquent account balances are
written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is
not probable. As of July 31, 2024 and 2023, no
allowance for doubtful accounts was deemed necessary.

 Fair
Value Measurements

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

 F- 8

2023

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

 Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in inactive markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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

 Revenue
recognition

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

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

 The Company's
revenue recognition policies are as follows:

 a.
Global Logistics Services

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

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

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

 F- 9

2023

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

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

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

 b.
Electronic Device Hardware Components Products Sales

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

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

 c.
Software and Website Development Services

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

 F- 10

2023

 d.
Technical Consulting and Training Services

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

 e.
Software Maintenance and Business Promotion Services

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

 f.
Business Consulting Services

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

 Cost
of revenues

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

 For hardware
products sales, the cost of revenue consists primarily of the costs of hardware products sold.

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

 Advertising costs

 Advertising costs amounted to $ 0
and $ 192 for
the year ended July 31, 2024 and 2023, respectively. Advertising costs are expensed as incurred and included in selling and
marketing expenses.

 F- 11

2023

 Operating leases

 Effective
August 1, 2022, the Company adopted FASB ASU 2016-02, "Leases" (Topic 842), and elected the practical expedients that
does not require the Company to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease
classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms
of twelve months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a
single lease component. Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704
right of use ("ROU") asset and operating lease liabilities in January 2023 based on the present value of the future
minimum rental payments of leases, using an incremental borrowing rate of 5 %.

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

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

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

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

 The
lease for the Company's Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of
$ 6,080
right of use ("ROU") asset and operating lease liabilities in August 2023.

 F- 12

2023

 Income taxes

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

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

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

 During the year ended July 31, 2024,
the Company incurred a IRS penalty amount of $ 47,030
for failure to update certain foreign owned information schedules in a timely manner. The penalty is included in other expense in
the statements of operations for the year ended July 31, 2024.

 The Hong
Kong tax returns filed for 2017 and subsequent years are subject to examination by the applicable tax authorities.

 The US tax
returns filed for 2021 and subsequent years are subject to examination by the applicable tax authorities.

 Earnings (loss) per share

 The
Company computes earnings (loss) per share ("EPS") in accordance with FASB ASC 260, "Earnings per
Share". ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss)
divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share
basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the
beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect
(i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of July
31, 2024 and 2023, there were 8,000,000
and 8,000,000
dilutive shares outstanding related to the convertible Series B Preferred Stock (at July 31, 2024) and convertible Series A
Preferred Stock (at July 31, 2023) (see Note 5), respectively. Each share of Series B and Series A Preferred Stock is and was
convertible by the holder of the share into 100
shares of common stock, subject to equitable adjustment of the conversion rate.

 F- 13

2023

 Noncontrolling
Interests

 The Company's noncontrolling
interest represents the minority shareholder's 10 %
ownership interest in Roshing. The noncontrolling interest is presented in the consolidated balance sheets separately from
stockholders' equity attributable to Tianci. Noncontrolling interest in the results of Roshing are presented on the
consolidated statements of operations as allocations of the total income or loss of Roshing between the noncontrolling interest
holder and the shareholders of RQS United.

 Related parties

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

 Recently
issued accounting pronouncements

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

 In May 2019, the FASB issued
ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for
the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss
methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made
several consequential amendments to the Codification. Update 2016-13 also modified the accounting for
available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the
amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit
Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably
elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the
FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies,
not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for
fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim
reporting periods beginning August 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard
on August 1, 2023 has not had and is not expected to have a material impact on the Company's future consolidated

 In December 2019, the FASB issued
ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". The amendments in this
Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The
amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending
existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal
years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.
The adoption of this standard on August 1, 2022 did not have a material impact on the Company's consolidated financial
statements.

 Except as
mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted,
would have a material effect on the Company's consolidated Financial Statements.

 F- 14

2023

 NOTE
3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS

 On
March 14, 2024, the Company executed an agreement with Prime Number Capital LLC ("Prime") for Prime to act as the
Company's Lead Underwriter on a "firm commitment" basis in connection with a public offering of shares of the
Company's common stock. The
agreement provides for compensation to Prime of, among other things, (1) Underwriter's Commission equal to 7.0% of Gross
Proceeds, (2) Non-accountable Expenses equal to 1.0% of Gross Proceeds, (3) Underwriter's warrants equal to 5.0% of the shares
issued in the offering, and (4) a cash advance of $100,000 offsetable against the Underwriter's Commission (of which the
Company paid $50,000 to Prime on March 14, 2024). Prime's obligation to initiate the offering is subject to
satisfaction of several conditions, and there is no assurance that the offering will occur.

 As of July
31, 2024, deferred offering costs relating to the public offering consist of:

 Schedule of deferred offering costs relating to the public offering

 Cash advance to Prime

 $
 100,000

 Attorney fees

 350,356

 Accountant fees

 45,000

 Total

 $
 495,356

 Upon closing
of the public offering, the deferred offering costs will be offset against the proceeds from the public offering and included as part
of the total public offering stock issuance costs.

 NOTE 4 – RELATED
PARTIES BALANCES AND TRANSACTIONS

 Due
from related party consists of:

 Due from
related party represents a receivable of $ 54,134 from RQS Capital at July 31, 2023. The receivable, which was non-interest bearing and
due on demand, was collected by the Company in December 2023.

 Due
to related parties consists of:

 Schedule of due to related parties

 Transaction

 Name

 Relationship

 Nature

 2024

 2023

 Zhigang Pei*

 Former Chairman of the Board

 Working capital advances and operating expenses paid on behalf of the Company

 $
 –

 $
 220,909

 RQS Capital

 61.89% shareholder

 Company cash collection due to RQS Capital

 2,271

 2,132

 Ying Deng**

 RQS Capital's 30% owner and Roshing's 10% owner

 Working capital advances and operating expenses paid on behalf of the Company

 –

 53,036

 TOTAL

 $
 2,271

 $
 276,077

 *

 $220,909
 of this liability was converted to 220,909 shares of common stock on January 19, 2024.

 **

 $24,953
 of this liability was forgiven in November 2023.

 F- 15

2023

 These liabilities
are unsecured, non-interest bearing, and due on demand.

 Employment
agreements with officers and director retainer agreements

 Tianci currently
maintains two employment agreements and seven director retainer agreements with its officers and directors. The agreements have terms of
3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

 For the
years ended July 31, 2024 and 2023, the Company incurred management compensation expenses of $ 232,800 and $ 120,000, respectively.
These amounts are included in "general and administrative expenses" in the accompanying consolidated statements of operations.

 Office
space sharing agreement with related parties

 On
August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60 %
owner of RQS Capital, and Ying Deng, 30 %
owner of RQS Capital, for office space in Shenzhen, China. The agreement provided for Gao and Deng, sub lessees under a separate
office space sharing agreement relating to the use of the premises from August 28, 2021, to August 31, 2024, to pay monthly rent to
the lessee ranging from RMB 12,320 (approximately $1,726) to RMB 13,583 (approximately $1,903) on behalf of Roshing. The rent
expenses paid by Gao and Deng were billed directly to Gao and Deng by the Lessee and the sublease is between Gao and Deng and the
Lessee. The Company has no obligation, directly or indirectly, to reimburse or otherwise compensate Gao and Deng for paying these
expenses. For the year ended July 31, 2024 and 2023, the Company has accounted for this agreement by charging general and
administrative expenses for $ 0
and $ 16,580,
respectively, and crediting additional paid-in capital for $ 0
and $ 16,580,
respectively. The office sharing agreement was terminated on May 31, 2023 when Roshing moved all of its operations to its office in
Hong Kong.

 NOTE
5 – STOCKHOLDERS EQUITY

 On
January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the
"Amendment"). The Amendment amended Article 3 of the Company's Articles of Incorporation to provide that the
authorized capital stock of the Company will be 120,080,000 shares
of capital stock consisting of 100,000,000
shares of common stock, $ 0.0001 par
value, 80,000 shares
of Series A Preferred Stock, $ 0.0001 par
value, and 20,000,000 shares
of undesignated preferred stock, $ 0.0001
par value. As of July 31, 2024, 80,000 shares of Undesignated Preferred Stock have been established and designated as Series
B Preferred stock.

 The following
table sets forth information, as of July 31, 2024, regarding the classes of capital stock that are authorized by the Articles of Incorporation
of Tianci International, Inc.

 Schedule of classes of capital stock authorized

 July 31, 2024

 Class

 Shares Authorized

 Shares Outstanding

 Common Stock, $.0001 par value

 100,000,000

 14,781,803

 Series A Preferred Stock, $.0001 par value

 –

 Series B Preferred Stock, $.0001 par value

 Undesignated Preferred Stock, $.0001 par value

 19,920,000

 –

 F- 16

 TIANCI
INTERNATIONAL, INC.
 Notes to Consolidated
Financial Statements
 For the years
ended July 31, 2024 and 2023

A Preferred Stock

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

B Preferred Stock

 Each share
of Series B Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment
of the conversion rate. Each holder of Series B Preferred Stock has voting rights equal to the holder of the number of shares of common
stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series B Preferred Stock
is entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis.

 Undesignated
Preferred Stock

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

 Issuances
of Preferred Stock and Common Stock

 On
January 27, 2023, Tianci sold 80,000
shares of its Series A Preferred Stock to RQS Capital for $ 24,000
cash.

 On
March 1, 2023, Tianci sold a total of 1,253,333
shares of its common stock to 13 non-US persons at a price of $ 0.30
per share or $ 376,000
total.

 On
March 6, 2023, Tianci issued 1,500,000
shares of its common stock to RQS Capital pursuant to the Share Exchange Agreement dated March 3, 2023 (see Note 1
above).

 Also
on March 6, 2023, pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of 700,000
shares of its common stock to nine employees or affiliates of Roshing to induce continued services to Roshing. For the year ended
July 31, 2023, the Company accounted for this issuance by expensing the $ 210,000
estimated fair value of the 700,000 shares of common stock to (1) cost of revenues-services ($ 144,000),
(2) selling and marketing ($ 36,000),
and (3) general and administrative ($ 30,000).

 On
January 19, 2024 the Company sold an aggregate of 445,109
shares of its common stock to five present or former members of the Company's Board of Directors for an aggregate price of
$ 445,109
or $1.00 per share. The purchasers included Zhigang Pei, who received 220,909 shares in settlement of a loan by Mr. Pei to the
Company in the amount of $220,909, and five present or former members of the Company's Board of Directors, who received an
aggregate of 224,200 shares (Zhigang Pei – 110,200 shares; David Wei Fang – 64,600 shares; Jack Fan Liu – 22,100
shares, Jimmy Weiyu Zhu – 5,200 shares; and Yee Man Yung - 22,100 shares) in satisfaction of the Company's liability to
them for unpaid compensation.

 F- 17

2023

 On
January 19, 2024 the Company issued 8,000,000
shares of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital's exercise of its right to convert
shares of the Company's Series A Preferred Stock into 8,000,000 shares of common stock.

 On January
24, 2024 the Company sold an aggregate of 433,213 shares of its common stock to nine investors for an aggregate price of $ 433,213 or
$1.00 per share. The shares were issued in a private offering to investors.

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

 NOTE
6 – INCOME TAXES

 Income
Taxes

 Seychelles

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

 Hong Kong

 Roshing
is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory
financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 8.25 %
in Hong Kong. Hong Kong income tax expenses (benefit) for the year ended July 31, 2024 and 2023 amounted to $ 35,906
and $ 12,095,
respectively.

 For
the year ended July 31, 2024, the income before provision for income taxes of $ 110,320,
consisted of United States source loss of $ ( 448,384)
and Hong Kong source income of $ 558,704.
For the year ended July 31, 2023, the loss before provision for income taxes of $ ( 343,994),
consisted of United States source loss of $ ( 207,297)
and Hong Kong source loss of $ ( 136,697).

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

 Schedule of provision for income taxes

 2024

 2023

 Current Hong Kong

 $
 22,023

 $
 12,095

 Deferred Hong Kong

 –

 –

 Provision for income taxes

 $
 22,023

 $
 12,095

 F- 18

2023

 The following
table reconciles the Hong Kong statutory rates to the Company's Hong Kong effective tax rate:

 Schedule of Hong Kong effective tax rate

 2024

 2023

 Hong Kong statutory income tax rate

 8.25 %

 16.50 %

 Non deductible stock compensation

 –

 ( 25.30 %
)

 Prior year over-accrual of provision for income taxes

 ( 2.21 %
)

 –

 Effective tax rate

 6.04 %

 ( 8.80 %
)

 For
United States income tax purposes, Tianci has a net operating loss carryforward of approximately $ 1,416,000
at July 31, 2024. Management has not determined that it is more likely than not that this carryforward will be realized and thus the
Company maintained a 100% valuation allowance for the deferred tax asset relating to the United States net operating loss
carryforward. Current United States income tax law limits the amount of loss available to offset against future taxable income when
a substantial change in ownership occurs.

 Uncertain
tax positions

evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and
measures the unrecognized benefits associated with the tax positions. As of July 31, 2024 and 2023, the Company did not have any significant
unrecognized uncertain tax positions.

 As of July
31, 2024, tax years 2021 and forward generally remain open for examination for United States Federal and State tax purposes and tax years
2017 and forward generally remain open for examination for Hong Kong tax purposes.

 NOTE 7
— CONCENTRATION OF RISK

 Credit
risk

 Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks.
The cash balance in each financial institution in the United States is insured by the FDIC up to $ 250,000. As of July 31, 2024, no United
States account balance exceeded $250,000. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately
US$ 64,000) if the bank with which an individual/company holds its eligible deposit fails. As of July 31, 2024, a cash balance of $ 386,936
was maintained at a financial institution in Hong Kong of which approximately $ 323,000 was subject to credit risk. Management believes
that the financial institution is of high credit quality and continually monitors its credit worthiness.

 F- 19

2023

 Customer
concentration risk

 For the
year ended July 31, 2024, three customers accounted for 48 %, 25 %, and 11 % of the Company's total revenues.

 For the
year ended July 31, 2023, two customers accounted for 40.9 % and 11.5 % of the Company's total revenues.

 As of July
31, 2024 and 2023, no customer accounted for over 10 % of the Company's total accounts receivable.

 Vendor
concentration risk

 For the
year ended July 31, 2024, two vendors accounted for 53.5 % and 22.2 % of the Company's total purchases. For the year ended
July 31, 2023, two vendors accounted for 76 % and 16 % of the Company's total purchases. As of July 31, 2024 and 2023, no vendor
accounted for over 10 % of the Company's total accounts payable.

 NOTE 8— COMMITMENTS
AND CONTINGENCIES

 Lease
commitments

 On
January 1, 2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement
had a term of two years and provided for monthly rent of HKD 2,800
(approximately $ 360).
On January 13, 2023, the Company entered a new operating lease agreement for office space in Hong Kong with a third party for two
years with monthly rent of HKD 3,000
(approximately $ 382).
Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704 right
of use ("ROU") asset and operating lease liabilities in January 2023 based on the present value of the future minimum
rental payments of leases, using an incremental borrowing rate of 5 %.
The Company's lease agreement does not contain any material residual value guarantees or material restrictive covenants. The
lease does not contain an option to extend at the time of expiration. The lease was early terminated in September 2023 which
resulted in a derecognition of $ 6,080
right of use ("ROU") asset and operating lease liabilities in August 2023.

 In September
2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6500).

 Rent
expenses were $ 10,637
and $ 26,159 for the
year ended July 31, 2024 and 2023, respectively.

 Contingencies

 From time
to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved
in any material legal proceedings nor asserted claims as of July 31, 2024.

 F- 20

2023

 NOTE 9
— ENTERPRISE-WIDE DISCLOSURE

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

 Disaggregated information of
revenues by business lines are as follows:

 Schedule of disaggregated information of
revenues by business lines

 2024

 2023

 Electronic Device Hardware Components Sales

 $
 103,382

 $
 294,880

 Software and Website Development Services

 19,230

 10,000

 Technical Consulting and Training Services

 –

 14,470

 Software Maintenance and Business Promotion Services

 29,276

 86,776

 Business Consulting Services

 144,975

 46,283

 Global Logistics Services

 8,320,402

 –

 Total revenues

 $

 $

 Disaggregated
information of revenues by regions are as follows:

 Schedule of disaggregated
information of revenues by regions

 2024

 2023

 Hong Kong

 $
 6,637,414

 $
 395,633

 Vietnam

 953,251

 –

 Japan

 1,025,350

 –

 Singapore

 1,250

 56,776

 Total revenues

 $

 $

 F- 21

2023

 NOTE 10
— CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited)

 The Company performed
a test on the restricted net assets of its consolidated subsidiaries in accordance with Rule 4-08(e)(3) of Regulation S-X promulgated
by the SEC, "General Notes to Financial Statements" and concluded that it was applicable and the Company is required to disclose
the required financial statement information for the parent company.

 The subsidiaries did
not pay any dividends to the parent during the periods presented. For the purpose of presenting parent only financial information, the
Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented on the separate
parent only balance sheets as "investment in subsidiaries" and the income (loss) of the subsidiaries is presented as "share
of income (loss) of subsidiaries." Certain information and footnote disclosures generally included in financial statements prepared
in accordance with U.S. GAAP have been condensed or are not required.

 PARENT COMPANY BALANCE
SHEET

 Schedule of balances sheet

 2024

 2023

 ASSETS

 Cash

 $
 14,621

 $
 66,553

 Prepaid expense

 1,820

 1,750

 Receivable from subsidiaries

 –

 29,487

 Investment in subsidiaries

 781,661

 95,889

 Total Assets

 $
 798,102

 $
 193,679

 LIABILITIES

 Accounts payable and other accrued liabilities

 $
 54,000

 $
 241,579

 Payable to subsidiaries

 312,416

 –

 Due to related parties

 2,271

 223,041

 Total liabilities

 56,271

 464,620

 Stockholders' equity

 Series A Preferred stock, $ 0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 –

 Series B Preferred stock, $ 0.0001 par value; 80,000 shares
 authorized; 80,000 and 0 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 –

 Undesignated preferred stock, $ 0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding

 –

 –

 Common stock, $ 0.0001 par value, 100,000,000 shares authorized;
 14,781,803 and 5,903,481 shares issued and outstanding as of July 31, 2024 and 2023, respectively

 1,478

 Additional paid-in capital

 962,416

 4,982

 Accumulated deficit

 ( 222,071
)

 ( 276,521
)

 Total stockholders' equity

 741,831

 ( 270,941
)

 Total Liabilities and Stockholders' Equity

 $
 798,102

 $
 193,679

 F- 22

2023

 PARENT COMPANY STATEMENT OF OPERATIONS

 Schedule of statement of operations

 For the year ended July 31,

 2024

 2023

 EXPENSE:

 General and administrative

 $
 ( 401,354
)

 $
 ( 207,297
)

 OTHER INCOME (EXPENSE)

 Gain (loss) from investment in subsidiaries

 502,834

 ( 133,913
)

 Other (expense) net

 ( 47,030
)

 –

 Total other income

 455,804

 ( 133,913
)

 $

 $
 ( 341,210
)

 PARENT COMPANY STATEMENT OF CASH FLOWS

 Schedule of statement of cash flow

 For the year ended July 31,

 2024

 2023

 Cash flows from operating activities:

 $

 $
 ( 341,210
)

 Adjustments to reconcile net income to net cash provided by operating activities:

 Share of (gain) loss from investment in subsidiaries

 ( 502,834
)

 133,913

 Change in operating assets and liabilities:

 Prepaid expense and other assets

 ( 70
)

 1,500

 Accounts payable and other accrued liabilities

 36,623

 117,651

 Net cash (used in) operating activities

 ( 411,831
)

 ( 88,146
)

 Cash flows from financing activities:

 Proceeds received from private offerings

 513,213

 –

 Operating expenses directly paid for subsidiary

 –

 ( 29,487
)

 Repayment working capital advance from related party

 –

 ( 30,000
)

 Working capital advance from related party

 342,042

 –

 Capital contribution received

 –

 210,000

 Deferred offering costs incurred

 ( 495,356
)

 –

 Net cash provided by financing activities

 359,899

 150,513

 Net (decrease) increase in cash and cash equivalents

 ( 51,932
)

 62,367

 Cash and cash equivalents at beginning

 66,553

 4,186

 Cash and cash equivalents at ending

 $
 14,621

 $
 66,553

 F- 23

2023

 NOTE 11
— SUBSEQUENT EVENTS

 In accordance
with ASC 855-10, the Company's management has performed subsequent events procedures through the date these financial statements
were issued and determined that there are no reportable subsequent events.

 F- 24

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

 Not Applicable.

 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, 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 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.

 Changes in Internal Controls.

 There was no change in internal control over financial
reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation
described in the preceding paragraph that occurred during Tianci International, Inc.'s fourth fiscal quarter that has materially affected
or is reasonably likely to materially affect Tianci International, Inc.'s internal control over financial reporting.

 Management's Report on Internal
Control over Financial Reporting

 Management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.
We have assessed the effectiveness of those internal controls as of July 31, 2024 using the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") Internal Control – Integrated Framework (1992) as a basis for our assessment.

 Because of inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 A material weakness in internal controls is a deficiency
in internal control, or combination of control deficiencies, that adversely affects the Company's ability to initiate, authorize,
record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United
States of America such that there is more than a remote likelihood that a material misstatement of the Company's annual or interim
financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the
effectiveness of internal controls over financial reporting, we identified two material weaknesses in our internal control over financial
reporting. These material weaknesses consisted of:

 There is an inadequate segregation of duties consistent with control objectives. Our Company's management is limited in number, 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.

 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.

 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. However,
because of the above condition, management's assessment is that the Company's internal controls over financial reporting were
not effective as of July 31, 2024.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the Company to provide only management's report in this annual report.

 Item
9B. Other Information

 Trading Arrangements. During the quarter
ended July 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,
as each term is defined in Item 408(a) of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item
10. Directors, Executive Officers and Corporate Governance

 The names of our current officers, directors and
key employees, as well as certain information about them, are set forth below:

 Name

 Age

 Position with Tianci

 Since

 Shufang Gao

 Director, Chief Executive Officer

 2021

 Wei Fang

 Director, Chief Financial Officer

 2021

 Ying Deng

 Director, Vice President

 2023

 Yee Man Yung

 2021

 Fan Liu

 2021

 Juan Chang

 2024

 Guilin Zhang

 2024

 Directors hold office until the annual meeting
of Tianci's stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any
time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors
are appointed and qualified.

 Information concerning the directors, officers
and key employees of Tianci follows:

 Shufang Gao
has worked as CEO of Hong Kong listed groups, president of domestic capital companies, and vice president of A-share listed companies.
He is familiar with the A-share capital market and the Hong Kong capital market, and has experience in the strategic development of listed
companies. Mr. Gao joined Tianci on August 26, 2021 as a member of our Board and was appointed Chief Executive Officer in January 2023.
From October 2020 to August 2021, Mr. Gao served as the Vice President and Director of Sichuan Jinding Group. Prior to that, he was the
Vice Chairman of Luoyang Yongning Nonferrous Technology Co., Ltd. from August 2019 to September 2020. From April 2018 to July 2019, Mr.
Gao served as the Vice President of Tibet Huayu Mining Co., Ltd., an A-share listed company. He was the Chief Executive Officer of Haotian
Development Group Co., Ltd. (Hong Kong Main Board Listed Company 00474) from August 2016 to September 2017. From August 2012 to August
2016, Mr. Gao served as the President of Haihua Group Holdings Co., Ltd., an international container leasing company. Mr. Gao received
his Bachelor of Management Degree from Dalian University of Technology in 1999. He received his Masters Degree in Finance and Accounting
from the Chinese University of Hong Kong in 2008. Mr. Gao brings to the Board his international experience in the operation and governance
of listed companies.

 Wei Fang
has over ten years of experience in the securities and investment industry. He joined Tianci on August 26, 2021 as an executive member
of the Board. Mr. Fang served as the Partner of Tiger Securities and the CEO of Tiger Securities International in Hong Kong from May 2018
to July 2019. From January 2017 to April 2018, Mr. Fang served as the CEO of Haotian International Securities in Hong Kong. Mr. Fang was
the Head of High Net Worth Individual, Corporate Client and ICBC Global Wealth Management Center of ICBC International in Hong Kong from
October 2014 to December 2016. Mr. Fang earned a Bachelor's degree in Economics from Anhui University of Finance and Economics in
1994. Mr. Fang obtained his Master of Business Administration Degree from South Georgia University in 2004. Mr. Fang brings to the Board
his deep experience in the securities and investment industry.

 Ying Deng has over fifteen years
of experience in corporate finance, asset management and banking. Ms. Deng became Vice President of Tianci and was appointed to Tianci's
Board in January 2023. She has been employed by RQS Capital Limited since September 2022 as a Director responsible for business development
and financial planning. Since July 2017 Ms. Deng has been employed as Director and Chief Executive Officer by Shenzhen Dandelion Club
Investment Development Co., Ltd., where she is responsible for project due diligence and investment management. Since June 2011 Ms. Deng
has been employed as a Director byRoshing International Co., Limited, where she is responsible for strategic planning and daily operations.
In 2020 Ms. Deng was awarded a Masters Degree in Business Administration by Nankai University. She earned a Bachelor's Degree from
Jinan University in 2006. Ms. Deng brings to the Board her extensive experience in business administration.

 Yee Man Yung
has more than 5 years of experience as a human resources manager for both Hong Kong and NASDAQ listed companies. She also has two years'
experience as an assistant to board members. Ms. Yung joined Tianci on 26 August, 2021 as a member of our Board. Since 2020 she has served
as Human Resources Manager for Link-Asia International Med-Tech Group Limited. Form 2018 to 2019 Ms. Yung was employed as Account Manager
by Tiger Brokers (HK) Global Limited. Ms. Yung earned a Master's degree in Corporate Communication from University of Leeds in 2017.
Ms. Yung is currently pursuing an MBA Degree at the University of South Australia. Ms. Yung brings to the Board her human resources and
public company experience.

 Fan Liu
joined Tianci on August 26, 2021 as a member of our Board. Prior to joining us, Mr. Liu was the Vice President of China Regenerative Medicine
International Limited from September 2014 to October 2017. From July 2009 to August 2014, Mr. Liu was the Investment Director of Tian
Huan Investment Company. He was a financial analyst at Founder Securities (SSE:601901) from May 2007 to June 2009. Mr. Liu received his
B.A. in Engineering from Nanjing Tech University in 2001 and his Master of Economics from Concordia University, Canada in 2006. He brings
to the Board his experience and knowledge of investments and mergers and acquisitions of companies in Hong Kong and China.

 Juan Chang joined
Tianci in January 2024 as an independent director. She has over 20 years of expertise in financial management and corporate leadership.
From 2003 to 2009, Ms. Chang served as a settlement supervisor and financial manager at Suning.com, a Shenzhen Company, overseeing supplier
accounts, accounts receivable and taking management duty. Since 2010, she held the position of Deputy General Manager and Chief Financial
Officer at Suning Easy Buy Limited in Hong Kong, where her responsibilities included achieving the Company's business performance,
financial management and risk control, asset management, financial statement issuance, and annual audit. In 2021 to 2023, she acted as
the Director of Suning Financial Limited in Hong Kong, overseeing daily management and internal control supervision of the Hong Kong Suning
Financial MSO license business. Since June 2023, Ms. Chang has been serving as the Financial Director of Suning.com South Region, responsible
for financial management and supervision of companies in Guangzhou, Shenzhen, Wuhan, Haikou, Nanning, Zhongshan, and Hong Kong. Ms. Juan
Chang obtained her Bachelor of Management degree from Xi'an University of Finance and Economics in July 2003. In 2013 to 2015, She
pursued further education, completing an MBA from the Chinese University of Hong Kong.

 Guilin Zhang has
a strong background in the maritime and shipping industries, with over 30 years of experience. Mr. Zhang recently joined Tianci in January
2024 as an independent director of our Board. His career started at Singapore IMC Shipping, where he worked as a Senior Executive in the
Fleet Management Department from 1994 to 1997. Later, he became the General Manager of China Region at Wah Shun Shipping Co., Ltd. and
Best Power Holdings (HK) Limited, overseeing ship chartering and iron ore trading until 2002. He then held key roles as Vice President
at North China Shipping Holdings Ltd. and General Manager at Continental Minerals Co., Ltd. until 2011. From 2012 to 2023, he ventured
into entrepreneurship, establishing Guochuang International Holdings Co., Ltd. and GC Resources Co., Ltd., where he now serves as Executive
Director and CEO. Throughout his career, Mr. Zhang has shown exceptional expertise in fleet management, trading, and strategic development,
making him an excellent fit for the role of independent director. Mr. Zhang Graduated from Dalian Maritime University with a Bachelor
of Engineering degree in 1981.

 Family Relationships

 There are no family relationships
among any of our officers or directors.

 Corporate Governance

 Board Committees

 We have
established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate
governance committee (the "Committees"). We have adopted a charter for each of the three committees. Each committee's
members and functions are described below.

 Audit Committee. Our
audit committee consists of Juan Chang, Fan Liu and Yee Man Yung. Juan Chang is the chairperson of the audit committee. We have determined
that Juan Chang, Fan Liu and Yee Man Yung each satisfy the "independence" requirements of Nasdaq Listing Rule 5605(a)(2) and
meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms. Chen qualifies as an "audit
committee financial expert." The audit committee oversees our accounting and financial reporting processes and the audits of the
financial statements of our company. The audit committee is responsible for, among other things: (a) monitoring and reviewing: i) The
integrity of the Company's financial reports and other financial information provided by the Company to the public or any governmental
body; ii) The Company's compliance with applicable legal and regulatory requirements; iii) The qualifications and independence of
the Company's independent auditing firm and iv) the performance of the Company's independent auditors and the Company's
Internal audit function; (b) selecting and terminating the Company's independent auditors; (c) conducting any investigation appropriate
to fulfilling its responsibilities, and it shall have the authority to communicate directly with the independent audit firm and any employee
of the Company; (d) preparing and publish an annual Committee report as required by the SEC to be included in the Company's annual
proxy statement; (e) approving in advance all audit and permissible non-audit services to be performed by the independent auditors; (f)
discussing with management the Company's risk assessment and risk management policies.;(g) retaining outside counsel, experts and
other advisors as the Committee may deem appropriate in its sole discretion; and (h) setting policies for the hiring of employees or former
employees of the Company's independent auditor. The Audit Committee shall consist of three or more directors, who shall be appointed
annually and subject to removal at any time, by the Board. No member of the Audit Committee shall receive directly any compensation from
the Company other than his or her directors' fees and benefits.

 Compensation Committee. Our
compensation committee consists of Fan Liu, Juan Chang and Guilin Zhang. Fan Liu is the chairperson of our compensation committee. We
have determined that Fan Liu, Juan Chang and Guilin Zhang each are "independent," as such term is defined for directors and
compensation committee members in the listing standards of the NASDAQ Stock Market LLC. Additionally, each qualify as "non-employee
directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as "outside directors" for purposes
of Section 162(m) of the Internal Revenue Code. The Committee has been established to: (a) have all the powers of administration under
all of the Company's employee benefit plans, including any stock compensation plans, bonus plans, retirement plans, stock purchase
plans, and medical, dental and other insurance plan; (b) assist the Board in seeing that a proper system of long-term and short-term compensation
is in place to provide performance oriented incentives to attract and retain management, and that compensation plans are appropriate and
competitive and properly reflect the objectives and performance of management and the Company; (c) have the sole authority to retain,
at the Company's expense, and terminate any compensation consultant to be used to assist in the evaluation of director or executive
compensation and shall have sole authority to approve the consultant's fees and other retention terms, The Committee shall also
have the authority to obtain advice and assistance from legal, accounting or other advisors at the Company's expense; (d) evaluate
the Company's Chief Executive Officer and set his or her remuneration package; and (e) review and assess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval. The Committee shall consist of three or more directors, who shall
be appointed annually and subject to removal at any time, by the Board.

 Nominating and Corporate
Governance Committee. Our nominating and corporate governance committee consists of
Juan Chang and Fan Liu. Yee Man Yung is the chairperson of our nominating and corporate governance committee. We have determined that
each of Yee Man Yung, Juan Chang and Fan Liu qualify as "independent" as that term is defined by Nasdaq Listing Rule 5605(a)(2).
The Committee is responsible for: (a) assisting the Board in identifying individuals qualified to become Board members and recommending
to the Board the director nominees for each annual meeting of stockholders; (b) recommending to the Board Corporate Governance Principles
applicable to the Company; (c) leading the Board in its annual review of the performance of the Board and its committees; (d) recommending
to the Board director nominees for each committee; (e) developing criteria for selection of members of the Board and its committees and
reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition
of the Board as a whole; (f) recommending individuals qualified to become Board members to the Board; (g) reviewing and re-assessing the
adequacy of this Charter and the Company's Corporate Governance Principles annually and recommend any proposed changes to the Board
for approval. The Committee shall be comprised of no less than three directors, the exact number to be determined by the Board of Directors.

 Director Independence

 The
Board of Directors has determined that Juan Chang, Fan Liu, Guilin Zhang and Yee Man Yung are independent directors, as the term "independent"
is defined by the Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and Rule 10A-3 under the Exchange Act.

 Code of Ethics

 We have adopted the Tianci International Inc.
Code of Business Conduct and Ethics, a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting
Officer, and other employees. The Code of Ethics is publicly available as an exhibit to this Annual Report. If we make any substantive
amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive
Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver in a report on Form
8-K.

 Our Code of Ethics includes insider trading
policies and procedures applicable to our directors, officers, and employees. We have implemented processes for the company that we believe
are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq Stock Market LLC listing
standards.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Not applicable.

 Item 11. Executive Compensation

 Tianci International,
Inc.

 Tianci has paid no compensation to any officer
or director during the past two fiscal years or any subsequent period. Unpaid compensation has been accrued pursuant to the Employment
Agreements described below, and on January 19, 2024 the Company issued 64,600 shares of its common stock to Wei Fang for services as Chief
Financial Officer. In no fiscal year did the Company accrue compensation payable to an executive officer in excess of $100,000.

 RQS United Group
Limited

 RQS United did not pay
compensation to any officer or director for services in those roles during its past two fiscal years.

 Roshing International Co., Limited

 Roshing pays Ying Deng,
its Manager, and Shufang Gao, its CEO, a salary of HKD 30,000 (USD 3,860) and HKD 40,000 (USD 5,147) per month respectively.

 Employment Agreements with
Key Executives

 Employment Agreements

 On August 27, 2021, we entered into employment
agreements with each of Shufang Gao and Wei Fang and on January 27, 2023, we entered into an employment agreement with Ying Deng (collectively,
the "Employment Agreements"), whereby each individual agreed to serve as an Executive Director for monthly compensation equal
to U.S. $3,800. Each Employment Agreement expires after three years, unless earlier terminated by death, resignation or removal.

 We are entitled to terminate each Employment
Agreement for "cause" without notice or remuneration (unless otherwise required by law) if: (i) the executive is convicted
or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; (ii) the executive has been grossly negligent or
acted dishonestly to the detriment of the Company; (iii) the executive has engaged in actions amounting to willful misconduct or failed
to perform his duties hereunder and such failure continues after the executive is afforded a reasonable opportunity to cure such failure;
or (iv) the executive violates the provisions relating to confidentiality, non-competition and non-solicitation of the Employment Agreement.
Upon a termination for "cause," the executive shall not be entitled to any severance or other benefits under the Employment
Agreement but shall be entitled to receive accrued base salary.

 If the Employment Agreement is terminated
due to the executive's death or disability, the executive shall be entitled to receive accrued base salary.

 If the Employment Agreement is terminated
by the Company without "cause", the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum
cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, payment of
premiums for continued health benefits under the Company's health plans for 12 months following termination, and immediate vesting
of 100% of the then-unvested portion of outstanding equity awards held by the executive, if any.

 If the Employment Agreement is terminated
due to a change in control, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal
to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, and immediate vesting of 100%
of the then-unvested portion of any outstanding equity awards held by the executive.

 If the Employment Agreement is terminated
by the executive due to (1) a material reduction in the executive's authority, duties and responsibilities, or (2) a material reduction
in the executive's annual salary, the executive will receive a lump sum payment equal to 12 months of base salary.

 Director Retainer Agreements

 We also
maintain seven director retainer agreements with our officers and directors. The agreements have terms of 3 years. The monthly compensation
for director is $3,800, and $1,300 for independent directors. The Director Retainer Agreements contain normal and customary terms including
provisions relating to indemnification and confidentiality

 Stock Incentive Plan

 Overview

 On April 25, 2024, the Board and majority
stockholder adopted the Tianci International, Inc. 2024 Equity Incentive Plan (the "2024 Plan"). The Plan provides for the
grant of the following types of stock awards: (a) incentive stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted
stock unit and deferred stock units and (e) performance shares. The Plan is intended to enable the Company and its affiliated companies
to recruit and retain highly qualified personnel, to provide those personnel with an incentive for productivity and to provide those personnel
with an opportunity to share in the growth and value of the Company. The Company reserved 7,000,000 shares of common stock issuable upon
the grant of awards under the Plan. As of the date of this report, we have not issued any shares of common stock to our employees, any
directors, consultants or any other individuals under the Plan.

 Plan
Administration

 The Plan will be administered by the Committee.
The Committee will have full authority to grant Awards under this Plan. In particular, subject to the terms of the Plan, the Committee
will have the authority: (a) to select the Persons to whom Awards may from time to time be granted hereunder; (b) to determine the type
of Award to be granted to any Person hereunder; (c) to determine the number of Shares, if any, to be covered by each Award; (d) to establish
the terms and conditions of each Award Agreement; (e) to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan as it, from time to time, deems advisable; (f) to interpret the terms and provisions of the Plan and any Award issued under the
Plan (and any Award Agreement); (g) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award
Agreement in the manner and to the extent it deems necessary to carry out the intent of the Plan; and (h) to otherwise supervise the administration
of the Plan. All decisions made by the Committee pursuant to the provisions of the Plan will be final and binding on all persons, including
the Company and Participants. No Director will be liable for any good faith determination, act or omission in connection with the Plan
or any award.

 Eligibility

 Employees, Directors, consultants, and other
individuals who provide services to the Company or its Affiliates are eligible to be granted Awards under the Plan; provided, however,
that only employees of the Company, its parent or a subsidiary are eligible to be granted Incentive Stock Options.

 Employee Pension, Profit Sharing or other
Retirement Plans

 We do not have a defined benefit, pension
plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

 Outstanding Equity Awards at Fiscal Year End

 During the past three fiscal years, none of our executive officers
received any equity awards, including options, restricted stock or other equity incentives, from either Tianci, RQS United or Roshing.

 Item 12. Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth information
with respect to the securities holdings of (i) Tianci's officers and directors, and (ii) all persons which, pursuant to
filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five
percent (5%) of any class of Tianci's voting stock. The securities "beneficially owned" by an individual are
determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under
the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an
individual and any other relative who resides in the same home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the
exercise of options or otherwise. This table has been prepared based on 80,000 shares of Series B Preferred Stock and 14,781,803
shares of Common Stock outstanding as of the date of filing of this Report. Unless otherwise specified, the address of each of the
persons set forth below is in care of Tianci.

 Common Stock

 Series B Preferred

 Name of
 Beneficial Owner

 Amount and Nature of
 Beneficial Ownership (1)

 Percentage
 of Class

 Amount and Nature of
 Beneficial Ownership (1)

 Percentage
 of Class

 Total Voting Power

 Shufang Gao

 14,150,362
 (2)

 62.11%

 (3)

 100%

 62.11%

 Wei Fang

 64,600

 0.44%

 –

 –

 0.28%

 Ying Deng

 50,000

 0.34%

 –

 –

 0.22%

 Yee Man Yung

 22,100

 0.15%

 –

 –

 0.10%

 Fan Liu

 22,100

 0.15%

 –

 –

 0.10%

 Juan Chang

 –

 –

 –

 –

 –

 Guilin Zhang

 –

 –

 –

 –

 –

 All officers and directors as a group (7 persons)

 14,309,162
 (2)

 63.19%

 (3)

 100%

 68.3%

 Zhigang Pei

 2,124,109
 (3)

 14.37%

 –

 –

 9.32%

 ______________________________

 (1)

 Ownership is of record and beneficial unless otherwise noted.

 (2)

 Includes 6,100,362 shares of common stock owned of record by RQS Capital Limited and 8,000,000 shares of common stock issuable on conversion of Series B Preferred Stock owned of record by RQS Capital Limited. Shufang Gao holds voting and dispositive power over shares held by RQS Capital Limited.

 (3)

 Includes 1,793,000 shares owned of record by Silver Glory Group Limited, of which Zhigang Pei is the beneficial owner.

 Item 13. Certain Relationships and Related Transactions
and Director Independence

 Related Party Transactions

 On
April 24, 2024, the Company sold 80,000 shares of Series B Preferred Stock to RQS Capital Limited, which is controlled by Shufang Gao,
the Company's CEO. The shares were sold for a cash payment of $80,000. Each share of Series B Preferred Stock may be converted by
the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. The holder of Series
B Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred
Stock is convertible.

 Except as described above, there have been no transactions
since August 1, 2023, or any currently proposed transaction, in which Tianci, RQS United or Roshing was or are to be a participant and
the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Tianci at year-end
for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

 Review, approval or ratification of transactions with related
persons

 We have adopted
"The Review Policy for Related Party Transaction", which has the purpose of ensuring transactions with the Company and its
affiliates are consistent with the principles of fair dealing and to minimize the potential conflicts of interest and moral hazard. The
policy encompasses procedures related to review, disclosure requirements, conflict resolution, and approval of penalties for violations.

 Director Independence

 The Board of Directors has determined that Fan
Liu, Yee ManYung, Juan Chang and Guilin Zhang are the only members of our Board of Directors who are independent, as "independent"
is defined in the rules of the NYSE American.

 Item 14. Principal Accountant Fees and Services

 Audit Fees

 Bush & Associates, CPA billed $60,000 in connection
with the audit of the Company's financial statements for the year ended July 31, 2024. Michael T. Studer CPA P.C. billed $30,000
in connection with the audit of the Company's financial statements for the year ended July 31, 2023

 Audit-Related Fees

 Bush & Associates, CPA did not bill the Company
for any Audit-Related fees in fiscal 2024. Michael T. Studer CPA P.C. did not bill the Company for any Audit-Related fees in fiscal 2023.

 Tax Fees

 Bush & Associates did not bill the Company
for professional services rendered for tax compliance, tax advice and tax planning in fiscal 2024. Michael T. Studer CPA P.C. did not
bill the Company for professional services rendered for tax compliance, tax advice and tax planning in fiscal 2023.

 All Other Fees

 Bush & Associates, CPA did not bill the Company
for any other fees in fiscal 2024. Michael T. Studer CPA P.C. did not bill the Company for any other fees in fiscal 2023.

 It is the policy of the Company that all services,
other than audit, review or attest services, must be pre-approved by the Board of Directors.

 Item 15. Exhibits and Financial Statement Schedules

 Exhibits

 3.1(a)

 Articles of Incorporation of Tianci International, Inc. (1)

 3.1(b)

 Articles of Amendment of Articles of Incorporation of Tianci International, Inc. (2)

 3.1(c)

 Certificate of Designation of Series B Preferred Stock – filed as an exhibit to Current Report on Form 8-K filed on April 26, 2024

 3.2

 Amended and Restated Bylaws - filed as an exhibit
to Current Report on Form 8-K filed on August 14, 2024

 10.1

 Employment Agreement dated August 27, 2021 between Shufang Gao and Tianci International, Inc. (3)

 10.2

 Employment Agreement dated August 27, 2021 between Wei Fang and Tianci International, Inc. (3)

 10.3

 Employment
 Agreement dated January 23, 2023 between Ying Deng and Tianci International Inc. (5)

 10.4

 Tianci 2024 Equity Incentive Plan (4)

 14.1

 Code of Business Conduct and Ethics (4)

 14.2

 The Review Policy for Related Party Transactions (4)

 Subsidiaries (5)

 31.1

 Rule 13a-14(a) Certification of Principal Executive Officer

 31.2

 Rule 13a-14(a) Certification of Principal Financial Officer

 32.1

 Rule 13a-14(b) Certification of Principal Executive Officer

 32.2

 Rule 13a-14(b) Certification of Principal Financial Officer

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (1)

 Filed as an exhibit to the Registration Statement on Form S-1 filed on September 24, 2012 and incorporated herein by reference.

 (2)

 Filed as Appendix A to the Definitive Information Statement on Schedule 14C filed on June 11, 2015 and incorporated herein by reference.

 (3)

 Filed as an exhibit to the Annual Report on Form 10-K for the year ended July 31, 2022 and incorporated herein by reference.

 (4)

 Filed as an exhibit to Registration Statement on Form S-1 (File No. 333-280089) and incorporated herein by reference.

 (5)

 Filed as an exhibit to the Annual Report on Form 10-K for the year ended July 31, 2023 and incorporated herein by reference.

 Item
16. Form 10-K Summary

 None.

 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

 Tianci International, Inc. did not send any annual report to security
holders covering the fiscal year ended July 31, 2024nor did it send any form of proxy or proxy soliciting material.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the
Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date: October
 22, 2024

 /s/
 Shufang Gao

 By: Shufang Gao

 Title: Chief Executive
 Officer

 Date: October
 22, 2024

 /s/
 Wei Fang

 By: Wei Fang

 Title: Chief Financial
 and Accounting Officer

 In accordance with the Exchange Act, this
Report has been signed below on October 22, 2024 by the following persons, on behalf of the Registrant and in the capacities and on the
dates indicated.

 /s/ Shufang Gao

 Shufang Gao, Chairman of the Board, Chief Executive Officer

 /s/ Wei Fang

 Wei Fang, Director, Chief Financial Officer

 /s/ Ying Deng

 Ying Deng, Director

 /s/ Fan Liu

 Fan Liu, Director

 /s/ Yee Man Yung

 Yee Man Yung, Director

 /s/ Juan Chang

 Juan Chang, Director

 /s/ Guilin Zhang

 Guilin Zhang, Director