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Tianci International, Inc.

CIK: 15577982 Annual ReportsLatest: 2026-11-04
Revenue: $14,242,611Net Income: -$2,373,960Source 10-K
Disclaimer: AI-assisted summary of SEC Form 10-K filings. Not official company content and not investment, legal, accounting, or tax advice. See full disclaimer here.

10-K / November 4, 2026

Revenue:$14,242,611
Income:-$2,373,960

10-K / October 22, 2024

Revenue:$8,617,265
Income:$54,450

10-K / November 4, 2026

Tianci International, Inc.

Company overview

  • Structure: Nevada holding company. Primary operating subsidiary Roshing International Co., Limited is based in Hong Kong and conducts the global logistics business. Roshing is owned 90% by RQS United Group Limited (acquired by Tianci), with Tianci owning 100% of RQS United.
  • Core business model: Asset-light global logistics and related services. Roshing does not own transportation assets; it arranges and manages ocean freight forwarding and related logistics solutions, often acting as principal and recognizing revenue on a gross basis.
  • Revenue mix (year ended July 31, 2026):
    • Global logistics services: 8,939,720
    • Sale of minerals (chromium/manganese ore): 4,409,563
    • Other services (hardware distribution, software/website development, technical consulting, etc.): 893,328
    • Total operating revenues: 14,242,611
  • History and recent corporate actions:
    • March 2023 share exchange made RQS United a subsidiary and Roshing a controlled entity; reverse-acquisition accounting treats RQS United as the acquirer.
    • Completed a $7 million IPO in April 2025 and began trading on Nasdaq.
    • Reverse stock splits in March 2026 (1-for-7) and July 2026 (1-for-10), resulting in a combined effective 1-for-70 split.
    • July 2026: Ridgcore Resources (Private) Limited registered in Zimbabwe as a subsidiary to support mineral trading, with initial warehousing plans of about 3 hectares (~30,000 m²) and eventual capacity to handle around 50,000 metric tons.
    • 2026 crypto mining activity includes a procurement agreement for Bitmain S21 XP equipment ($500,000) and a strategic cooperation framework with BTC Digital Ltd. to develop a phased crypto mining project targeting about 3 MW of load within 12 months of the MOU.
  • Headquarters and employees: Principal executive office in Hong Kong; 14 full-time employees as of July 31, 2026 (7 senior management; 1 HR/administration; 1 finance; 5 sales/marketing).

Business lines

1) Global logistics services (Roshing)

  • Business model: Asset-light ocean freight forwarding and related logistics solutions. Roshing secures cargo space from shipowners/carriers and sub-charters to customers, arranging booking, routing and related services. It generally acts as principal and reports revenue on a gross basis.
  • Service scope:
    • Container shipping: Quotes, cost management, billing/collection, risk management, route optimization, vessel selection, port scheduling.
    • Bulk goods shipping: Fixture notes, chartering of bulk vessels, ship operations management, cost management and billing.
    • Process flow: Inquiry → Quotation → Contract/Fixture note → Space allocation with suppliers → Transport execution → Post-delivery follow-up.
  • 2026 performance:
    • Revenue: 8,939,720
    • Cost of revenues (logistics): 8,734,785
    • Gross profit: 204,935
    • Gross margin: 2.29%
  • Characteristics: No ownership of vessels or transport assets; operates in a competitive shipping and logistics market where price, service quality and capacity availability are key.

2) Mineral products trading

  • Scope: Expanded into mineral ore trading in July 2025, sourcing chromium and manganese ore and related mineral products for resale.
  • Zimbabwe operations: Ridgcore Resources (Private) Limited established July 2026 to support local warehousing, logistics coordination and operations; initial warehousing of about 30,000 m² with planned capacity up to ~50,000 metric tons.
  • 2026 performance:
    • Revenue: 4,409,563
    • Cost of revenues: 4,081,880
    • Gross profit: 327,683
    • Gross margin: 7.43%
  • Strategic approach: Combines logistics capabilities with mineral trading procurement, warehousing and supply chain services around chromium and gold-related projects in Zimbabwe (Gwanda and Zvishavane areas).
  • Principal risks: Reliance on third-party suppliers/mining operators, commodity price volatility, regulatory/export controls, supply and quality variations, and customer concentration.

3) Other products and services

  • Offerings:
    • Electronic hardware distribution (Wi-Fi, Bluetooth, 4G modules, LED/touch screens, etc.), recognized on a gross basis when Roshing controls the sale and inventory risk.
    • Software and website development for freight/shipping systems; fixed-price projects recognized on delivery and acceptance.
    • Technical consulting and training, recognized as services are rendered.
    • Software maintenance and marketing support subscriptions, recognized ratably over contract terms.
    • Business consulting services, including visa and immigration consulting, recognized when applications are submitted to authorities.
  • 2026 performance:
    • Revenue: 893,328
    • Gross profit: 525,258
    • Gross margin: 58.80%

Revenue mix and financial highlights (2026)

  • Total revenues: 14,242,611
    • 63% from global logistics services (8,939,720)
    • 31% from mineral sales (4,409,563)
    • 7% from other services (893,328)
  • Selected consolidated results (2026 vs 2025):
    • Total revenues: 14,242,611 (2026) vs 9,282,997 (2025) — up 53%
    • Cost of revenues: 13,184,735 (2026) vs 8,832,874 (2025) — up 49%
    • Gross profit: 1,057,876 (2026) vs 450,123 (2025) — up 135%
    • Gross margin: 7.43% (2026) vs 4.85% (2025)
    • Operating expenses: 3,512,521 (2026) vs 3,158,038 (2025)
      • Selling and marketing: 282,367 (2026)
      • General and administrative: 3,230,154 (2026)
    • Income (loss) from operations: (2,454,645) (2026)
    • Net (loss): (2,454,798) (2026)
    • Net income attributable to Tianci: (2,373,960) (2026)
  • Earnings per share:
    • Basic and diluted (common): (5.63) for 2026; (8.86) for 2025
    • Weighted average common shares: 400,459 (2026) vs 218,143 (2025)
  • Balance sheet highlights (as of July 31, 2026 vs 2025):
    • Cash: 4,442,982 (2026) vs 2,405,352 (2025)
    • Accounts receivable: 452,800 (2026)
    • Inventory: 231,790 (2026)
    • Property and equipment, net: 153,500 (2026)
    • Total current assets: 5,458,921 (2026)
    • Total assets: 5,692,715 (2026)
    • Total liabilities: 130,083 (2026)
    • Total stockholders’ equity: 5,562,632 (2026)

Operating and liquidity conditions

  • Working capital (July 31, 2026): 5,328,838
  • Cash flow (year ended July 31, 2026):
    • Net cash used in operating activities: (2,199,382)
    • Net cash used in investing activities: (153,500)
    • Net cash provided by financing activities: 4,390,512
    • Net increase in cash and restricted cash: 2,037,630
    • Cash, end of year: 4,442,982
  • The company reported net losses in 2026 and 2025, with the 2026 net loss attributable to Tianci of approximately 2.374 million after minority interest. A large portion of 2026 revenue growth came from the mineral trading segment; logistics remained the largest revenue contributor with tighter gross margins on some routes.

Strategic initiatives

  • Mineral trading and Zimbabwe project:
    • Ridgcore Resources (Private) Limited established in Zimbabwe (July 2026) to support warehousing, logistics and operations for chromium ore and related mineral products.
    • Initial warehousing facilities under development (about 30,000 m²) with planned capacity up to ~50,000 metric tons.
  • Crypto mining initiative:
    • Equipment procurement and hosting arrangements with Bitmain equipment and strategic partnerships (BTC Digital Ltd.) to develop a 3 MW project.
    • These initiatives are intended to complement logistics and mineral trading.

Key performance indicators

  • Customer concentration: 2026 revenue relied heavily on a small group of customers; one customer represented 34.2% of revenue and two customers comprised 85.7% of accounts receivable in 2026.
  • Gross margin drivers: Overall gross margin 7.43% in 2026, up from 4.85% in 2025. Mineral sales contributed a 7.43% margin; logistics margin was 2.29%.
  • Public market actions: IPO completed in 2025; two reverse stock splits in 2026. Shares outstanding as of November 4, 2026 were 1,184,039.
  • Employees: 14 full-time employees with focus on logistics, mineral trading operations, and software/hardware services. CEO Shufang Gao has over 20 years of experience in shipping and logistics.

Summary

Tianci International operates an asset-light global logistics business through Roshing (ocean freight forwarding and related services), expanded in 2025 into mineral ore trading with Zimbabwe-based warehousing plans, and maintains non-core activities in electronics hardware distribution and software/consulting services. 2026 delivered strong top-line growth driven by mineral trading and continued logistics activity, while the company remained unprofitable at the net level. Cash at year-end 2026 supported ongoing expansion and public-market activities.