Cover
Cover - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Oct. 20, 2023 | Jan. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jul. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --07-31 | ||
Entity File Number | 333-184061 | ||
Entity Registrant Name | TIANCI INTERNATIONAL, INC. | ||
Entity Central Index Key | 0001557798 | ||
Entity Tax Identification Number | 45-5540446 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 401 Ryland Street, Suite 200-A | ||
Entity Address, City or Town | Reno | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89502 | ||
City Area Code | 509 | ||
Local Phone Number | 768-2249 | ||
Title of 12(g) Security | Common Stock, $.001 par value per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,393,153 | ||
Entity Common Stock, Shares Outstanding | 5,903,481 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Current Fiscal Year End Date | Michael T. Studer CPA P.C. | ||
Current Fiscal Year End Date | Freeport, New York | ||
Current Fiscal Year End Date | 822 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 | |
Current assets: | |||
Cash | $ 256,342 | $ 21,237 | |
Accounts receivable | 0 | 737,663 | |
Prepaid expense | 1,750 | 0 | |
Due from related party | 54,134 | 0 | |
Total current assets | 312,226 | 758,900 | |
Other assets: | |||
Lease security deposit | 1,542 | 1,439 | |
Right-of-use asset | 6,436 | 0 | |
Total non-current assets | 7,978 | 1,439 | |
TOTAL ASSETS | 320,204 | 760,339 | |
Current liabilities: | |||
Accounts payable | 779 | 444,944 | |
Income taxes payable | 26,298 | 14,202 | |
Due to related parties | 276,077 | 194,794 | |
Lease liability - current | 4,368 | 0 | |
Advances from customers | 29,070 | 0 | |
Accrued liabilities and other payables | 260,176 | 1,640 | |
Total current liabilities | 596,768 | 655,580 | |
Lease liability - noncurrent | 2,068 | 0 | |
Total liabilities | 598,836 | 655,580 | |
Commitments and contingencies | |||
Stockholders’ equity (deficit): | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 and 1,500,000 shares issued and outstanding as of July 31, 2023 and 2022, respectively | [1] | 590 | 150 |
Subscription receivable | 0 | (50,000) | |
Additional paid-in capital | 4,982 | 82,732 | |
Retained earnings (accumulated deficit) | (276,521) | 64,689 | |
Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC. | (270,941) | 97,571 | |
Non-controlling interest | (7,691) | 7,188 | |
Total stockholders’ equity (deficit) | (278,632) | 104,759 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 320,204 | 760,339 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | 8 | 0 | |
Undesignated Preferred Stock [Member] | |||
Stockholders’ equity (deficit): | |||
Preferred stock value | $ 0 | $ 0 | |
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2023 | Jul. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,903,481 | 1,500,000 |
Common stock, shares outstanding | 5,903,481 | 1,500,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, shares issued | 80,000 | 0 |
Preferred stock, shares outstanding | 80,000 | 0 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
OPERATING REVENUES | ||
Total Operating Revenues | $ 452,409 | $ 752,839 |
COST OF REVENUES | ||
Total Cost of Revenues | 456,494 | 478,521 |
Gross profit (loss) | (4,085) | 274,318 |
Operating expenses: | ||
Selling and marketing (including stock-based compensation of $36,000, $0, $36,000 and $0) | 54,169 | 4,912 |
General and administrative (including stock-based compensation of $30,000, $0, $30,000 and $0) | 285,740 | 77,590 |
Total operating expenses | 339,909 | 82,502 |
(Loss) income from operations | (343,994) | 191,816 |
Other income (expense) | 0 | 0 |
(Loss) income before provision for (benefit from) income taxes | (343,994) | 191,816 |
Provision for income taxes | 12,095 | 31,650 |
Net (loss) income | (356,089) | 160,166 |
Net (loss) income attributable to non-controlling interest | 14,879 | 16,017 |
Net (loss) income attributable to TIANCI INTERNATIONAL, INC. | (341,210) | 144,149 |
Product [Member] | ||
OPERATING REVENUES | ||
Total Operating Revenues | 294,880 | 500,500 |
COST OF REVENUES | ||
Total Cost of Revenues | 227,660 | 336,644 |
Service [Member] | ||
OPERATING REVENUES | ||
Total Operating Revenues | 157,529 | 252,339 |
COST OF REVENUES | ||
Total Cost of Revenues | $ 228,834 | $ 141,877 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | ||
Selling and Marketing Expense [Member] | |||
Selling and marketing expenses including stock based compensation | $ 36,000 | $ 0 | |
General and Administrative Expense [Member] | |||
General and administrative expenses including stock based compensation | 30,000 | 0 | |
Service [Member] | |||
Cost of revenue services including stock based compensation | $ 144,000 | $ 0 | |
Common Shares [Member] | |||
Weighted average number of shares, basic | [1] | 3,314,621 | 1,500,000 |
Weighted average number of shares, diluted | [1] | 3,314,621 | 1,500,000 |
Earnings (loss) per common share attributable to TIANCI INTERNATIONAL INC, basic | [1] | $ (0.10) | $ 0.10 |
Earnings (loss) per common share attributable to TIANCI INTERNATIONAL INC, diluted | [1] | $ (0.10) | $ 0.10 |
Preferred Shares [Member] | |||
Weighted average number of shares, basic | [1] | 40,659 | 0 |
Weighted average number of shares, diluted | [1] | 40,659 | 0 |
Earnings (loss) per common share attributable to TIANCI INTERNATIONAL INC, basic | [1] | $ (8.39) | $ 0 |
Earnings (loss) per common share attributable to TIANCI INTERNATIONAL INC, diluted | [1] | $ (8.39) | $ 0 |
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [Member] | [1] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | |||
Beginning balance, value at Jul. 31, 2021 | [1] | $ 150 | [1] | $ (50,000) | $ 62,686 | $ (79,460) | $ (8,829) | $ (75,453) | |||
Shares outstanding, beginning balance at Jul. 31, 2021 | 1,500,000 | [1] | |||||||||
Payments of Shenzhen China rent by related parties (Note 3) | [1] | [1] | 20,046 | 20,046 | |||||||
Net (loss) | [1] | [1] | 144,149 | 16,017 | 160,166 | ||||||
Ending balance, value at Jul. 31, 2022 | [1] | $ 150 | [1] | (50,000) | 82,732 | 64,689 | 7,188 | 104,759 | |||
Shares outstanding, ending balance at Jul. 31, 2022 | 1,500,000 | [1] | |||||||||
RQS United subscription receivable | [1] | [1] | 50,000 | 50,000 | |||||||
Capital contribution | [1] | [1] | 65,650 | 65,650 | |||||||
Payments of Shenzhen China rent by related parties (Note 3) | [1] | [1] | 16,580 | 16,580 | |||||||
Stock compensation issued | [1] | $ 70 | [1] | 209,930 | 210,000 | ||||||
Stock compensation issued, shares | [1] | 700,000 | |||||||||
Reverse merger adjustment | $ 8 | [1] | $ 370 | [1] | (369,910) | (369,532) | |||||
Reverse merger adjustment, shares | 80,000 | 3,703,481 | [1] | ||||||||
Net (loss) | [1] | [1] | (341,210) | (14,879) | (356,089) | ||||||
Ending balance, value at Jul. 31, 2023 | $ 8 | [1] | $ 590 | [1] | $ 4,982 | $ (276,521) | $ (7,691) | $ (278,632) | |||
Shares outstanding, ending balance at Jul. 31, 2023 | 80,000 | 5,903,481 | [1] | ||||||||
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (356,089) | $ 160,166 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Deferred income tax benefit | 0 | 17,447 |
Stock compensation issued | 210,000 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 737,663 | (737,620) |
Inventory | 16,700 | |
Prepaid expense | 1,397 | 0 |
Advance from customers | 29,070 | 0 |
Accounts payable | (447,292) | 444,944 |
Income taxes payable | 12,096 | 14,202 |
Accrued liabilities and other payables | 137,736 | 0 |
Net cash (used in) provided by operating activities | 324,581 | (84,161) |
Cash flows from financing activities: | ||
Cash received in connection with reverse acquisition | 4,186 | 0 |
Subscription receivable collected | 50,000 | 0 |
Capital contribution received | 65,650 | 0 |
Working capital advance from related party | 31,490 | 2,007 |
Repayment of working capital advance from related party | (341,885) | (14,280) |
Operating expenses directly paid by shareholders | 84,503 | 77,375 |
Payments of Shenzhen China rent by related parties | 16,580 | 20,046 |
Net cash (used in) provided by financing activities | (89,476) | 85,148 |
Net increase in cash | 235,105 | 987 |
Cash, beginning | 21,237 | 20,250 |
Cash, ending | 256,342 | 21,237 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-Cash Activities: | ||
Initial recognition of right-of-use assets and lease liabilities | 6,436 | 0 |
Noncash assets (liabilities) received in connection with reverse acquisition: | ||
Prepaid expense and other current assets | 3,250 | 0 |
Accounts payable | (3,127) | 0 |
Due to related parties | (253,041) | 0 |
Accrued liabilities and other payables | (120,800) | 0 |
Net | $ (373,718) | $ 0 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND ORGANIZATION | NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION Tianci International, Inc. (the “Company”, “Tianci”) was incorporated under the laws of the State of Nevada as Freedom Petroleum, Inc. on June 13, 2012. In May 2015, the Company changed its name to Steampunk Wizards, Inc. and on November 9, 2016, the Company changed its name to Tianci International, Inc. The Company is a holding company. As of July 31, 2023, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90 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 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. 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 and is principally engaged in sales of electronic device hardware components, development of software and websites, technical consulting, and maintenance support on customized software. Roshing’s business is primarily carried out in Hong Kong and China. 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. 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 negative working capital of $ 284,542 452,409 and $ 752,839 , respectively, and net income (loss) of $ (356,089) 160,166 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 The Company 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, 2023 and 2022, no 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. 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 The Company 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. The Company 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. Electronic Device Hardware Components Products Sales The Company 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 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. b. Software and Website Development Services The Company 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. c. Technical Consulting and Training Services The Company 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. d. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s 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. e. Business Consulting Services The Company 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 hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software related services, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s software engineers. Advertising costs Advertising costs amounted to $ 192 192 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 5 The Company 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. The Company 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. Income taxes The Company 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 expense in the period incurred. The Hong Kong tax returns filed for 2016 and subsequent years are subject to examination by the applicable tax authorities. The US tax returns filed for 2019 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. For the years ended July 31, 2023 and 2022, there were no Noncontrolling Interests The Company’s noncontrolling interest represents the minority shareholder’s 10 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 The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. 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 an emerging growth company. The adoption of this standard on August 1, 2023 is not expected to have a material impact on the Company’s future consolidated financial statements. 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. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning August 1, 2021. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on August 1, 2021 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. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 12 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 3 – RELATED PARTIES BALANCES AND TRANSACTIONS Due from related party consists of: Due from related party represents a receivable of $ 54,134 Due to related parties consist of: Schedule of due to related parties Transaction July 31, July 31, Name Relationship Nature 2023 2022 Zhigang Pei Chairman of the Board Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ – RQS Capital 68% shareholder Company cash collection due to RQS Capital 2,132 – Ying Deng RQS Capital 30% owner and Roshing’s 10% owner Working capital advances and operating expense paid on behalf of the Company 53,036 194,794 TOTAL $ 276,077 $ 194,794 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 six 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 year ended July 31, 2023, we accrued management compensation expenses of $ 120,000 Office space sharing agreement with related parties On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60 30 16,580 20,046 16,580 20,046 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – 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 120,080,000 100,000,000 0.0001 80,000 0.0001 20,000,000 0.0001 The following table sets forth information, as of July 31, 2023, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc. Schedule of capital stock authorized Class Shares Authorized Shares Outstanding Common Stock, $.0001 par value 100,000,000 5,903,481 Series A Preferred Stock, $.0001 par value 80,000 80,000 Undesignated Preferred Stock, $.0001 par value 20,000,000 0 Series A Preferred Stock Each share of Series A 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 A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock will be 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 24,000 On March 1, 2023, Tianci sold a total of 1,253,333 0.30 376,000 On March 6, 2023, Tianci issued 1,500,000 Also on March 6, 2023 pursuant to the Share Exchange Agreement dated March 3, 2023, Tianci issued a total of 700,000 210,000 700,000 144,000 36,000 30,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – 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 16.5 12,095 31,650 For the year ended July 31, 2023, the loss before provision for income taxes of $ (343,994) 191,816 Significant components of the provision for income taxes are as follows: Schedule of components of income tax expense Year ended July 31, July 31, Current Hong Kong $ 12,095 $ 14,203 Deferred Hong Kong – 17,447 Provision (benefit) for income taxes $ 12,095 $ 31,650 The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate: Schedule of effective income tax reconciliation For the For the Hong Kong statutory income tax rate 16.5% 16.5% Non deductible stock compensation expense -25.3% – Effective tax rate -8.8% 16.5% For United States income tax purposes, Tianci has a net operating loss carry forward of approximately $ 967,000 Uncertain tax positions The Company 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, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions. As of July 31, 2023, tax years 2020 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 foreign tax purposes. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Jul. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 6 — 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, 2023, 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, 2023, a cash balance of $ 189,768 was maintained at a financial institution in Hong Kong of which approximately $ 125,000 was subject to credit risk. Management believes that the financial institution is of high credit quality and continually monitors its credit worthiness. Customer concentration risk For the year ended July 31, 2023, two customers accounted for 40.9 11.5 For the year ended July 31, 2022, five customers accounted for 40.3 23.9 10.6 10.6 10.2 As of July 31, 2023, no customer accounted for over 10 41.1 24.4 10.8 10.8 10.5 % of the Company’s total accounts receivable. Vendor concentration risk For the year ended July 31, 2023, two vendors accounted for 76 16 44.5 28.1 16.6 10.8 As of July 31, 2023, no vendor accounted for over 10 44.5 28.1 16.6 10.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7— 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 2,800 360 3,000 382 8,704 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. As of July 31, 2023, the Company’s operating lease had a remaining lease term of approximately 1.50 Rent expenses were $ 26,159 24,362 The total future minimum lease payments under the non-cancellable operating lease as of July 31, 2023 are as follows: Schedule of operating lease payments Year ending July 31, Minimum lease 2024 $ 4,586 2025 2,096 Total lease payments 6,682 Less: Interest (246 Present value of lease liabilities $ 6,436 Future amortization of the Company’s ROU asset is presented below: Schedule of future amortization Year ending July 31, 2024 4,368 2025 2,068 Total $ 6,436 Contingencies From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. |
ENTERPRISE WIDE DISCLOSURE
ENTERPRISE WIDE DISCLOSURE | 12 Months Ended |
Jul. 31, 2023 | |
Segment Reporting [Abstract] | |
ENTERPRISE WIDE DISCLOSURE | NOTE 8 — ENTERPRISE WIDE DISCLOSURE The Company 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 (primarily in Hong Kong 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 information of revenues by business For the year ended July 31, 2023 2022 Electronic Device Hardware Components Sales $ 294,880 $ 500,500 Software and Website Development Services 10,000 – Technical Consulting and Training Services 14,470 8,791 Software Maintenance and Business Promotion Services 86,776 243,548 Business Consulting Services 46,283 – Total revenues $ 452,409 $ 752,839 Disaggregated information of revenues by regions are as follows: Schedule of information of revenues by regions For the year ended July 31, 2023 2022 Hong Kong $ 395,633 $ 595,719 Singapore 56,776 157,120 Total revenues $ 452,409 $ 752,839 |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) | 12 Months Ended |
Jul. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) | NOTE 9 — 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 balance sheets July 31, 2023 (Unaudited) ASSETS Cash $ 66,553 Prepaid expense 1,750 Receivable from subsidiaries 29,487 Investment in subsidiaries 95,889 Total Assets $ 193,679 LIABILITIES Accounts payable and accrued liabilities $ 241,579 Due to related parties 223,041 Total Liabilities 464,620 Stockholders’ equity Series A Preferred stock, $ 0.0001 80,000 80,000 8 Undesignated preferred stock, $ 0.0001 20,000,000 no – Common stock, $ 0.0001 100,000,000 5,903,481 2023 590 Additional paid-in capital 4,982 Accumulated deficit (276,521 ) Total stockholders’ equity (270,941 ) Total Liabilities and Stockholders’ Equity $ 193,679 PARENT COMPANY STATEMENT OF OPERATIONS Schedule of statements of operations From March 3, 2023 (Unaudited) EXPENSES: General and administrative $ 207,297 Loss from investment in subsidiaries 133,913 Total expenses 341,210 Net Loss $ (341,210 ) PARENT COMPANY STATEMENT OF CASH FLOWS Schedule of statements of cash flows From March 3, 2023 (Unaudited) Cash flows from operating activities: Net loss $ (341,210 ) Adjustments to reconcile net loss to net cash used in operating activities: Share of loss from investment in subsidiaries 133,913 Change in operating assets and liabilities: Prepaid expense 1,500 Accounts payable and accrued liabilities 117,651 Net cash (used in) operating activities (88,146 ) Cash flows from financing activities: Repayment of working capital advance from related party (30,000 ) Operating expenses directly paid for subsidiary (29,487 ) Common Stock issued to Roshing employees and affiliates for services rendered 210,000 Net cash provided by financing activities 150,513 Net increase in cash and cash equivalents 62,367 Cash and cash equivalents at March 3, 2023 4,186 Cash and cash equivalents at July 31, 2023 $ 66,553 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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 | Foreign currency translation and transactions The Company 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 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, 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, 2023 and 2022, no |
Fair Value Measurements | 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. 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 | Revenue recognition The Company 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. The Company 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. Electronic Device Hardware Components Products Sales The Company 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 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. b. Software and Website Development Services The Company 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. c. Technical Consulting and Training Services The Company 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. d. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customer’s 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. e. Business Consulting Services The Company 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 | Cost of revenues For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software related services, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s software engineers. |
Advertising costs | Advertising costs Advertising costs amounted to $ 192 192 |
Operating leases | 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 5 The Company 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. The Company 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. |
Income taxes | Income taxes The Company 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 expense in the period incurred. The Hong Kong tax returns filed for 2016 and subsequent years are subject to examination by the applicable tax authorities. The US tax returns filed for 2019 and subsequent years are subject to examination by the applicable tax authorities. |
Earnings (loss) per share | 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. For the years ended July 31, 2023 and 2022, there were no |
Noncontrolling Interests | Noncontrolling Interests The Company’s noncontrolling interest represents the minority shareholder’s 10 |
Related parties | 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 | 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. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. 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 an emerging growth company. The adoption of this standard on August 1, 2023 is not expected to have a material impact on the Company’s future consolidated financial statements. 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. In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning August 1, 2021. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this standard on August 1, 2021 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. |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of due to related parties | Schedule of due to related parties Transaction July 31, July 31, Name Relationship Nature 2023 2022 Zhigang Pei Chairman of the Board Working capital advances and operating expenses paid on behalf of the Company $ 220,909 $ – RQS Capital 68% shareholder Company cash collection due to RQS Capital 2,132 – Ying Deng RQS Capital 30% owner and Roshing’s 10% owner Working capital advances and operating expense paid on behalf of the Company 53,036 194,794 TOTAL $ 276,077 $ 194,794 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Schedule of capital stock authorized | Schedule of capital stock authorized Class Shares Authorized Shares Outstanding Common Stock, $.0001 par value 100,000,000 5,903,481 Series A Preferred Stock, $.0001 par value 80,000 80,000 Undesignated Preferred Stock, $.0001 par value 20,000,000 0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | Schedule of components of income tax expense Year ended July 31, July 31, Current Hong Kong $ 12,095 $ 14,203 Deferred Hong Kong – 17,447 Provision (benefit) for income taxes $ 12,095 $ 31,650 |
Schedule of effective income tax reconciliation | Schedule of effective income tax reconciliation For the For the Hong Kong statutory income tax rate 16.5% 16.5% Non deductible stock compensation expense -25.3% – Effective tax rate -8.8% 16.5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease payments | Schedule of operating lease payments Year ending July 31, Minimum lease 2024 $ 4,586 2025 2,096 Total lease payments 6,682 Less: Interest (246 Present value of lease liabilities $ 6,436 |
Schedule of future amortization | Schedule of future amortization Year ending July 31, 2024 4,368 2025 2,068 Total $ 6,436 |
ENTERPRISE WIDE DISCLOSURE (Tab
ENTERPRISE WIDE DISCLOSURE (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of information of revenues by business | Schedule of information of revenues by business For the year ended July 31, 2023 2022 Electronic Device Hardware Components Sales $ 294,880 $ 500,500 Software and Website Development Services 10,000 – Technical Consulting and Training Services 14,470 8,791 Software Maintenance and Business Promotion Services 86,776 243,548 Business Consulting Services 46,283 – Total revenues $ 452,409 $ 752,839 |
Schedule of information of revenues by regions | Schedule of information of revenues by regions For the year ended July 31, 2023 2022 Hong Kong $ 395,633 $ 595,719 Singapore 56,776 157,120 Total revenues $ 452,409 $ 752,839 |
CONDENSED FINANCIAL INFORMATI_2
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets | Schedule of balance sheets July 31, 2023 (Unaudited) ASSETS Cash $ 66,553 Prepaid expense 1,750 Receivable from subsidiaries 29,487 Investment in subsidiaries 95,889 Total Assets $ 193,679 LIABILITIES Accounts payable and accrued liabilities $ 241,579 Due to related parties 223,041 Total Liabilities 464,620 Stockholders’ equity Series A Preferred stock, $ 0.0001 80,000 80,000 8 Undesignated preferred stock, $ 0.0001 20,000,000 no – Common stock, $ 0.0001 100,000,000 5,903,481 2023 590 Additional paid-in capital 4,982 Accumulated deficit (276,521 ) Total stockholders’ equity (270,941 ) Total Liabilities and Stockholders’ Equity $ 193,679 |
Schedule of statements of operations | Schedule of statements of operations From March 3, 2023 (Unaudited) EXPENSES: General and administrative $ 207,297 Loss from investment in subsidiaries 133,913 Total expenses 341,210 Net Loss $ (341,210 ) |
Schedule of statements of cash flows | Schedule of statements of cash flows From March 3, 2023 (Unaudited) Cash flows from operating activities: Net loss $ (341,210 ) Adjustments to reconcile net loss to net cash used in operating activities: Share of loss from investment in subsidiaries 133,913 Change in operating assets and liabilities: Prepaid expense 1,500 Accounts payable and accrued liabilities 117,651 Net cash (used in) operating activities (88,146 ) Cash flows from financing activities: Repayment of working capital advance from related party (30,000 ) Operating expenses directly paid for subsidiary (29,487 ) Common Stock issued to Roshing employees and affiliates for services rendered 210,000 Net cash provided by financing activities 150,513 Net increase in cash and cash equivalents 62,367 Cash and cash equivalents at March 3, 2023 4,186 Cash and cash equivalents at July 31, 2023 $ 66,553 |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 06, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
Plan of reorganization | 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. | ||
Cash | $ 256,342 | $ 21,237 | |
Working capital | 284,542 | ||
Revenues | 452,409 | 752,839 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (356,089) | $ 160,166 | |
R Q S [Member] | |||
Ownership percentage | 90% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Aug. 02, 2022 | |
Accounts Receivable, Allowance for Credit Loss | $ 0 | ||
Advertising costs | $ 192 | $ 192 | |
Right of use asset | $ 8,704 | ||
Borrowing rate | 5% | ||
Antidilutive shares | 0 | 0 | |
R Q S [Member] | |||
Ownership interest | 10% |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 276,077 | $ 194,794 |
Zhigang Pei [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 220,909 | 0 |
R Q S Capital [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,132 | 0 |
Ying Deng [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 53,036 | $ 194,794 |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 28, 2021 | Jul. 31, 2023 | Jul. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Due from related party | $ 54,134 | $ 0 | |
Compensation expenses | 120,000 | ||
General and administrative expenses | 16,580 | 20,046 | |
Additional paid-in capital | 16,580 | $ 20,046 | |
R Q S Capital [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related party | $ 54,134 | ||
Shufang Gao [Member] | |||
Related Party Transaction [Line Items] | |||
Office space sharing related parties percentage | 60% | ||
Ying Deng [Member] | |||
Related Party Transaction [Line Items] | |||
Office space sharing related parties percentage | 30% |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - shares | Jul. 31, 2023 | Jul. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 5,903,481 | 1,500,000 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 80,000 | 80,000 |
Preferred stock, shares outstanding | 80,000 | 0 |
Undesignated Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 01, 2023 | Jan. 27, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Mar. 06, 2023 | |
Class of Stock [Line Items] | |||||
Capital stock authorized | 120,080,000 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares issued | 1,500,000 | ||||
Estimated fair value | $ 210,000 | ||||
Number of share issued | 700,000 | ||||
Cost of revenues | $ 456,494 | $ 478,521 | |||
Selling and marketing | 36,000 | ||||
General and administrative | 30,000 | ||||
Services [Member] | |||||
Class of Stock [Line Items] | |||||
Cost of revenues | $ 144,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares sold | 1,253,333 | ||||
Number of shares sold, value | $ 376,000 | ||||
Sale of stock per share | $ 0.30 | ||||
Shares issued | 700,000 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 80,000 | 80,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Number of shares sold | 80,000 | ||||
Number of shares sold, value | $ 24,000 | ||||
Undesignated Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
INCOME TAXES (Details - Schedul
INCOME TAXES (Details - Schedule of components of income tax expense) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current Hong Kong | $ 12,095 | $ 14,203 |
Deferred Hong Kong | 0 | 17,447 |
Provision (benefit) for income taxes | $ 12,095 | $ 31,650 |
INCOME TAXES (Details - Sched_2
INCOME TAXES (Details - Schedule of effective income tax reconciliation) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Hong Kong statutory income tax rate | 16.50% | 16.50% |
Non deductible stock compensation expense | (25.30%) | 0% |
Effective tax rate | (8.80%) | 16.50% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income tax rate | (8.80%) | 16.50% |
Income tax expenses | $ 12,095 | $ 31,650 |
(Loss) income before provision for (benefit from) income taxes | (343,994) | 191,816 |
Net operating loss carry forward | $ 967,000 | |
HONG KONG | ||
Income tax rate | 16.50% | |
Income tax expenses | $ 12,095 | $ 31,650 |
CONCENTRATION OF RISK (Details
CONCENTRATION OF RISK (Details Narrative) | 12 Months Ended | ||
Jul. 31, 2023 USD ($) | Jul. 31, 2022 | Jul. 31, 2023 HKD ($) | |
Concentration Risk [Line Items] | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Compensating Balance, Amount | $ 64,000 | $ 500,000 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 40.90% | 40.30% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.50% | 23.90% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.60% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.60% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.20% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 41.10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24.40% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.50% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 76% | 44.50% | |
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16% | 28.10% | |
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.60% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendors Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 44.50% | |
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.10% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.60% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendors Four [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.80% | ||
HONG KONG | |||
Concentration Risk [Line Items] | |||
[custom:CashBalance] | $ 189,768 | ||
[custom:CreditRiskAmount] | $ 125,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Schedule of operating lease payments) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Present value of lease liabilities | $ 6,436 | $ 0 |
Property Subject to Operating Lease [Member] | ||
2024 | 4,586 | |
2025 | 2,096 | |
Total lease payments | 6,682 | |
Less: Interest | (246) | |
Present value of lease liabilities | $ 6,436 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details - Schedule of future amortization) - Right To Use Asset [Member] | Jul. 31, 2023 USD ($) |
2024 | $ 4,368 |
2025 | 2,068 |
Total | $ 6,436 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended | ||||||
Jan. 13, 2023 USD ($) | Jan. 13, 2023 HKD ($) | Jan. 01, 2021 USD ($) | Jan. 01, 2021 HKD ($) | Jul. 31, 2023 USD ($) | Jul. 31, 2022 USD ($) | Aug. 02, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Rent expenses | $ 382 | $ 3,000 | $ 360 | $ 2,800 | $ 26,159 | $ 24,362 | |
Right of use asset | $ 8,704 | ||||||
Incremental borrowing rate | 5% | ||||||
Weighted average remaining lease term | 1 year 6 months |
ENTERPRISE WIDE DISCLOSURE (Det
ENTERPRISE WIDE DISCLOSURE (Details - Revenues by business) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 452,409 | $ 752,839 |
Electronic Device Hardware Components Sales [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 294,880 | 500,500 |
Software And Website Development Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 10,000 | 0 |
Technical Consulting And Training Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 14,470 | 8,791 |
Software Maintenance And Business Promotion Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | 86,776 | 243,548 |
Business Consulting Services [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 46,283 | $ 0 |
ENTERPRISE WIDE DISCLOSURE (D_2
ENTERPRISE WIDE DISCLOSURE (Details - Revenue by regions) - USD ($) | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 452,409 | $ 752,839 |
HONG KONG | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 395,633 | 595,719 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 56,776 | $ 157,120 |
CONDENSED FINANCIAL INFORMATI_3
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Balance sheets) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 | |
ASSETS | |||
Cash | $ 256,342 | $ 21,237 | |
Total Assets | 320,204 | 760,339 | |
LIABILITIES | |||
Total Liabilities | 598,836 | 655,580 | |
Stockholders’ equity | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of July 31, | [1] | $ 590 | $ 150 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Shares, Outstanding | 5,903,481 | 1,500,000 | |
Additional paid-in capital | $ 4,982 | $ 82,732 | |
Accumulated deficit | (276,521) | 64,689 | |
Total stockholders’ equity | (270,941) | 97,571 | |
Total Liabilities and Stockholders’ Equity | $ 320,204 | $ 760,339 | |
Series A Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 80,000 | 80,000 | |
Preferred stock, shares issued | 80,000 | 0 | |
Preferred stock, shares outstanding | 80,000 | 0 | |
Preferred stock value | $ 8 | $ 0 | |
Undesignated Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock value | $ 0 | $ 0 | |
Consolidated Entities [Member] | |||
ASSETS | |||
Cash | 66,553 | ||
Prepaid expense | 1,750 | ||
Receivable from subsidiaries | 29,487 | ||
Investment in subsidiaries | 95,889 | ||
Total Assets | 193,679 | ||
LIABILITIES | |||
Accounts payable and accrued liabilities | 241,579 | ||
Due to related parties | 223,041 | ||
Total Liabilities | 464,620 | ||
Stockholders’ equity | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 5,903,481 shares issued and outstanding as of July 31, | 590 | ||
Additional paid-in capital | 4,982 | ||
Accumulated deficit | (276,521) | ||
Total stockholders’ equity | (270,941) | ||
Total Liabilities and Stockholders’ Equity | $ 193,679 | ||
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
CONDENSED FINANCIAL INFORMATI_4
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Statements of Operations) - USD ($) | 5 Months Ended | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
EXPENSES: | |||
General and administrative | $ 285,740 | $ 77,590 | |
Net Loss | $ (341,210) | $ 144,149 | |
Consolidated Entities [Member] | |||
EXPENSES: | |||
General and administrative | $ 207,297 | ||
Loss from investment in subsidiaries | 133,913 | ||
Total expenses | 341,210 | ||
Net Loss | $ (341,210) |
CONDENSED FINANCIAL INFORMATI_5
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Details - Statements of cash flows) - USD ($) | 5 Months Ended | 12 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (341,210) | $ 144,149 | |
Change in operating assets and liabilities: | |||
Prepaid expense | 1,397 | 0 | |
Net cash (used in) operating activities | 324,581 | (84,161) | |
Cash flows from financing activities: | |||
Repayment of working capital advance from related party | (341,885) | (14,280) | |
Net cash provided by financing activities | (89,476) | 85,148 | |
Net increase in cash and cash equivalents | 235,105 | $ 987 | |
Consolidated Entities [Member] | |||
Cash flows from operating activities: | |||
Net loss | $ (341,210) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share of loss from investment in subsidiaries | 133,913 | ||
Change in operating assets and liabilities: | |||
Prepaid expense | 1,500 | ||
Accounts payable and accrued liabilities | 117,651 | ||
Net cash (used in) operating activities | (88,146) | ||
Cash flows from financing activities: | |||
Repayment of working capital advance from related party | (30,000) | ||
Operating expenses directly paid for subsidiary | (29,487) | ||
Common Stock issued to Roshing employees and affiliates for services rendered | 210,000 | ||
Net cash provided by financing activities | 150,513 | ||
Net increase in cash and cash equivalents | 62,367 | ||
Cash and cash equivalents at March 3, 2023 | 4,186 | ||
Cash and cash equivalents at July 31, 2023 | $ 66,553 | $ 66,553 |