Tianci International Inc 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDEDJULY 31, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No.001-42591 TIANCI INTERNATIONAL, INC.(Exact Name of Registrant as Specified in its Charter) Nevada45-5540446(State or Other Jurisdiction ofincorporation or organization)(I.R.S. EmployerI.D. No.) Unit 1109, Lippo Sun Plaza,28 Canton Road,Tsim Sha Tsui,Kowloon,Hong Kong999077(Address of Principal Executive Offices)Registrant’s Telephone Number:852-26621800Securities Registered Pursuant to Section 12(b) of the Act: 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject 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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 reportingcompany. 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) Accelerated Filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated Filer☐Non-accelerated Filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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-basedcompensation 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, 2025 (the last business day of the most recently completed second fiscal quarter) the aggregate market value of the commonstock held by non-affiliates was $25,394,128. As of October 3, 2025, there were16,531,803shares 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 financialprospects. All statements that address events or developments that we expect or anticipate will occur in the future are forward-lookingstatements. These statements represent Management’s best estimate of what will happen. Nevertheless, there are numerous risks anduncertainties that could cause our actual results to differ dramatically from the results suggested in this Report, including the contingenciesdescribed 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 readershould not place undue reliance on any forward-looking statements that appear in this Report. 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, completeda share exchange with RQS Capital Limited (“RQS Capital”), in which RQS Capital transferred all of the issued and outstanding capital stockof RQS United Group Limited (“RQS United”) to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its