Cover
Cover | 6 Months Ended | 9 Months Ended |
Jan. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | S-1/A | |
Amendment Flag | true | |
Amendment Description | Edits and new financials | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
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 | Unit B,10/F., Ritz Plaza | |
Entity Address, Address Line Two | No.122 Austin Road | |
Entity Address, Address Line Three | Tsim Sha Tsui | |
Entity Address, City or Town | Kowloon | |
Entity Address, Postal Zip Code | 999077 | |
City Area Code | 852 | |
Local Phone Number | 22510781 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
UNAUDITED INTERIM CONDENSED CON
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Current assets: | ||
Cash | $ 646,031 | $ 256,342 |
Accounts receivable | 82,021 | 0 |
Prepaid expense | 2,600 | 1,750 |
Deferred offering costs | 245,000 | 0 |
Due from related party | 0 | 54,134 |
Total current assets | 975,652 | 312,226 |
Other assets: | ||
Lease security deposit | 1,656 | 1,542 |
Right-of-use asset | 0 | 6,436 |
Total non-current assets | 1,656 | 7,978 |
TOTAL ASSETS | 977,308 | 320,204 |
Current liabilities: | ||
Accounts payable | 36,698 | 779 |
Income taxes payable | 48,321 | 26,298 |
Due to related parties | 30,354 | 276,077 |
Lease liability - current | 0 | 4,368 |
Advances from customers | 0 | 29,070 |
Accrued liabilities and other payables | 126,440 | 260,176 |
Total current liabilities | 241,813 | 596,768 |
Lease liability - noncurrent | 0 | 2,068 |
Total liabilities | 241,813 | 598,836 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 14,781,803 and 5,903,481 shares issued and outstanding as of April 30, 2024 and July 31, 2023, respectively | 1,478 | 590 |
Additional paid-in capital | 962,416 | 4,982 |
Accumulated deficit | (261,146) | (276,521) |
Total stockholders' equity (deficit) attributable to TIANCI INTERNATIONAL, INC. | 702,756 | (270,941) |
Non-controlling interest | 32,739 | (7,691) |
Total stockholders’ equity (deficit) | 735,495 | (278,632) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 977,308 | 320,204 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 0 | 8 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | 8 | 0 |
Undesignated Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | $ 0 | $ 0 |
UNAUDITED INTERIM CONDENSED C_2
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2024 | Jul. 31, 2023 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,781,803 | 5,903,481 |
Common stock, shares outstanding | 14,781,803 | 5,903,481 |
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 | 0 | 80,000 |
Preferred stock, shares outstanding | 0 | 80,000 |
Series B 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 | 19,920,000 | 19,920,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
UNAUDITED INTERIM CONDENSED C_3
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | ||
OPERATING REVENUES | |||||
Total Operating Revenues | $ 1,940,346 | $ 144,013 | $ 6,161,122 | $ 367,113 | |
COST OF REVENUES | |||||
Total Cost of Revenues | 1,695,639 | 260,700 | 5,343,534 | 448,055 | |
Gross profit (loss) | 244,707 | (116,687) | 817,588 | (80,942) | |
Operating expenses: | |||||
Selling and marketing | 91,950 | 39,532 | 327,784 | 47,692 | |
General and administrative | 134,473 | 157,909 | 389,899 | 191,184 | |
Total operating expenses | 226,423 | 197,441 | 717,683 | 238,876 | |
Income (loss) from operations | 18,284 | (314,128) | 99,905 | (319,818) | |
Other income (expense) net | (47,030) | 0 | (22,077) | 0 | |
Income (loss) before provision for income taxes | (28,746) | (314,128) | 77,828 | (319,818) | |
Provision for income taxes | 10,051 | 1,280 | 22,023 | 2,219 | |
Net income (loss) | (38,797) | (315,408) | 55,805 | (322,037) | |
Less: net income (loss) attributable to non-controlling interest | 11,177 | (19,214) | 40,430 | (19,877) | |
Net income (loss) attributable to TIANCI INTERNATIONAL, INC. | $ (49,974) | $ (296,194) | $ 15,375 | $ (302,160) | |
Weighted average number of common shares* | |||||
Weighted average number of common shares, Basic | [1] | 14,781,803 | 4,419,162 | 9,138,539 | 2,451,668 |
Weighted average number of common shares, Diluted | [1] | 14,781,803 | 4,419,162 | 9,138,539 | 2,451,668 |
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC.* | |||||
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC, Basic | [1] | $ 0 | $ (0.07) | $ 0 | $ (0.12) |
Income (loss) per common share attributable to TIANCI INTERNATIONAL, INC, Diluted | [1] | $ 0 | $ (0.07) | $ 0 | $ (0.12) |
Global Logistics Services [Member] | |||||
OPERATING REVENUES | |||||
Total Operating Revenues | $ 1,921,874 | $ 0 | $ 5,922,650 | $ 0 | |
COST OF REVENUES | |||||
Total Cost of Revenues | 1,683,283 | 0 | 5,218,017 | 0 | |
Other Revenue [Member] | |||||
OPERATING REVENUES | |||||
Total Operating Revenues | 18,472 | 144,013 | 238,472 | 367,113 | |
COST OF REVENUES | |||||
Total Cost of Revenues | $ 12,356 | $ 260,700 | $ 125,517 | $ 448,055 | |
[1]Shares are presented on a retroactive basis to reflect the reorganization on March 3, 2023 |
UNAUDITED INTERIM CONDENSED C_4
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [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, 2022 | $ 0 | [1] | $ 0 | $ 150 | [1] | $ (50,000) | $ 82,732 | $ 64,689 | $ 7,188 | $ 104,759 | |||
Beginning balance, shares at Jul. 31, 2022 | [1] | 0 | 1,500,000 | ||||||||||
Payments of Shenzhen China rent by related parties (Note 3) | [1] | [1] | 3,519 | 3,519 | |||||||||
Net income | [1] | [1] | (1,019) | (113) | (1,132) | ||||||||
Ending balance, value at Oct. 31, 2022 | $ 0 | [1] | 0 | $ 150 | [1] | (50,000) | 86,251 | 63,670 | 7,075 | 107,146 | |||
Ending balance, shares at Oct. 31, 2022 | [1] | 0 | 1,500,000 | ||||||||||
Beginning balance, value at Jul. 31, 2022 | $ 0 | [1] | 0 | $ 150 | [1] | (50,000) | 82,732 | 64,689 | 7,188 | 104,759 | |||
Beginning balance, shares at Jul. 31, 2022 | [1] | 0 | 1,500,000 | ||||||||||
Net income | (322,037) | ||||||||||||
Ending balance, value at Apr. 30, 2023 | $ 8 | [1] | 0 | $ 590 | [1] | 0 | 3,129 | (237,471) | (12,689) | (246,433) | |||
Ending balance, shares at Apr. 30, 2023 | [1] | 80,000 | 5,903,481 | ||||||||||
Beginning balance, value at Oct. 31, 2022 | $ 0 | [1] | 0 | $ 150 | [1] | (50,000) | 86,251 | 63,670 | 7,075 | 107,146 | |||
Beginning balance, shares at Oct. 31, 2022 | [1] | 0 | 1,500,000 | ||||||||||
RQS United Subscription receivable | [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] | 5,560 | 5,560 | |||||||||
Net income | [1] | [1] | (4,947) | (550) | (5,497) | ||||||||
Ending balance, value at Jan. 31, 2023 | $ 0 | [1] | 0 | $ 150 | [1] | 0 | 157,461 | 58,723 | 6,525 | 222,859 | |||
Ending balance, shares at Jan. 31, 2023 | [1] | 0 | 1,500,000 | ||||||||||
Payments of Shenzhen China rent by related parties (Note 3) | [1] | [1] | 5,648 | 5,648 | |||||||||
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 | [1] | 80,000 | 3,703,481 | ||||||||||
Net income | [1] | [1] | (296,194) | (19,214) | (315,408) | ||||||||
Ending balance, value at Apr. 30, 2023 | $ 8 | [1] | 0 | $ 590 | [1] | 0 | 3,129 | (237,471) | (12,689) | (246,433) | |||
Ending balance, shares at Apr. 30, 2023 | [1] | 80,000 | 5,903,481 | ||||||||||
Beginning balance, value at Jul. 31, 2023 | $ 8 | [1] | $ 0 | [1] | $ 590 | [1] | 0 | 4,982 | (276,521) | (7,691) | (278,632) | ||
Beginning balance, shares at Jul. 31, 2023 | [1] | 80,000 | 0 | 5,903,481 | |||||||||
Net income | [1] | [1] | [1] | (15,784) | 9,672 | (6,112) | |||||||
Ending balance, value at Oct. 31, 2023 | $ 8 | [1] | $ 0 | [1] | $ 590 | [1] | 0 | 4,982 | (292,305) | 1,981 | (284,744) | ||
Ending balance, shares at Oct. 31, 2023 | [1] | 80,000 | 0 | 5,903,481 | |||||||||
Beginning balance, value at Jul. 31, 2023 | $ 8 | [1] | $ 0 | [1] | $ 590 | [1] | 0 | 4,982 | (276,521) | (7,691) | (278,632) | ||
Beginning balance, shares at Jul. 31, 2023 | [1] | 80,000 | 0 | 5,903,481 | |||||||||
Net income | 55,805 | ||||||||||||
Ending balance, value at Apr. 30, 2024 | $ 0 | [1] | $ 8 | [1] | $ 1,478 | [1] | 0 | 962,416 | (261,146) | 32,739 | 735,495 | ||
Ending balance, shares at Apr. 30, 2024 | [1] | 0 | 80,000 | 14,781,803 | |||||||||
Beginning balance, value at Oct. 31, 2023 | $ 8 | [1] | $ 0 | [1] | $ 590 | [1] | 0 | 4,982 | (292,305) | 1,981 | (284,744) | ||
Beginning balance, shares at Oct. 31, 2023 | [1] | 80,000 | 0 | 5,903,481 | |||||||||
Conversion of liabilities to common stock | [1] | [1] | $ 44 | [1] | 445,065 | 445,109 | |||||||
Conversion of liabilities to common stock, shares | [1] | 445,109 | |||||||||||
Conversion of preferred stock to common stock | $ (8) | [1] | [1] | $ 800 | [1] | (792) | |||||||
Conversion of preferred stock to common stock, shares | [1] | (80,000) | 8,000,000 | ||||||||||
Private offering | [1] | [1] | $ 44 | [1] | 433,169 | 433,213 | |||||||
Private offering, shares | [1] | 433,213 | |||||||||||
Net income | [1] | [1] | [1] | 81,133 | 19,581 | 100,714 | |||||||
Ending balance, value at Jan. 31, 2024 | $ 0 | [1] | $ 0 | [1] | $ 1,478 | [1] | 0 | 882,424 | (211,172) | 21,562 | 694,292 | ||
Ending balance, shares at Jan. 31, 2024 | [1] | 0 | 0 | 14,781,803 | |||||||||
Private offering | [1] | $ 8 | [1] | [1] | 79,992 | 80,000 | |||||||
Private offering, shares | [1] | 80,000 | |||||||||||
Net income | [1] | [1] | [1] | (49,974) | 11,177 | (38,797) | |||||||
Ending balance, value at Apr. 30, 2024 | $ 0 | [1] | $ 8 | [1] | $ 1,478 | [1] | $ 0 | $ 962,416 | $ (261,146) | $ 32,739 | $ 735,495 | ||
Ending balance, shares at Apr. 30, 2024 | [1] | 0 | 80,000 | 14,781,803 | |||||||||
[1]$ 220,909 220,909 |
UNAUDITED INTERIM CONDENSED C_5
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 55,805 | $ (322,037) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Deferred income tax benefit | 0 | 0 |
Stock compensation issued | 0 | 210,000 |
Amortization of operating lease right-of-use asset | 356 | 0 |
Debt forgiven by related party | (24,814) | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (82,021) | 622,659 |
Prepaid expense | (850) | 647 |
Lease security deposit | (114) | 0 |
Due from related party | 54,134 | 0 |
Advances from customers | (29,070) | 32,636 |
Accounts payable | 35,919 | (301,282) |
Income taxes payable | 22,023 | 2,220 |
Operating lease liabilities | (356) | 0 |
Accrued liabilities and other payables | 90,464 | 69,452 |
Net cash provided by operating activities | 121,476 | 314,295 |
Cash flows from financing activities: | ||
Cash received in connection with reverse acquisition | 0 | 4,186 |
Proceeds received from private offerings | 513,213 | 0 |
Subscription receivable collected | 0 | 50,000 |
Capital contribution received | 0 | 65,650 |
Working capital advance from related party | 0 | 61,490 |
Repayment of working capital advance from related party | 0 | (341,885) |
Operating expenses directly paid by shareholders | 0 | 73,369 |
Payments of Shenzhen China rent by related parties | 0 | 14,727 |
Deferred offering costs incurred | (245,000) | 0 |
Net cash (used in) provided by financing activities | 268,213 | (72,463) |
Net increase in cash | 389,689 | 241,832 |
Cash, beginning | 256,342 | 21,237 |
Cash, ending | 646,031 | 263,069 |
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 | 0 | 7,496 |
Early termination of right-of-use assets and lease liabilities | 6,080 | 0 |
Conversion of liabilities to common stock | 445,109 | 0 |
Conversion of preferred stock to common stock | 800 | 0 |
Noncash assets (liabilities) received in connection with reverse acquisition: | ||
Prepaid expense and other current assets | 0 | 3,250 |
Accounts payable | 0 | (3,127) |
Due to related parties | 0 | (253,041) |
Accrued liabilities and other payables | 0 | (120,800) |
Net | $ 0 | $ (373,718) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) | $ (49,974) | $ (296,194) | $ 15,375 | $ (302,160) |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND ORGANIZATION | NOTE 1 – NATURE OF BUSINESS AND ORGANIZATION On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada. In May 2015, changed its name to Steampunk Wizards, Inc.; and on November 9, 2016, changed its name to Tianci International, Inc. The Company is a holding company. As of April 30, 2024, the Company had one operating subsidiary, Roshing International Co., Ltd. (“Roshing”). The Company owns 90% of the capital stock of Roshing through RQS United, a wholly-owned subsidiary. The Company’s fiscal year end is July 31. On February 13, 2023, the Company incorporated a wholly owned subsidiary, Tianci Group Holding Limited, in the Republic of Seychelles. Reorganization On March 3, 2023 the Company entered into a Share Exchange Agreement with RQS United Group Limited (“RQS United”) and RQS Capital Limited (“RQS Capital”), which was the sole shareholder of RQS United (the “Exchange Agreement”). RQS United owns 90% of the equity in Roshing International Co., Ltd. (“Roshing”), which is engaged in the business of providing global logistics services including ocean freight forwarding and related logistics solutions, distributing electronic components and providing software services. Pursuant to the Exchange Agreement, on March 6, 2023 RQS Capital transferred all of the issued and outstanding capital stock of RQS United to the Company, and the Company issued to RQS Capital 1,500,000 350,000 700,000 As a result of the Share Exchange, RQS United became our wholly-owned subsidiary and the former RQS United stockholder became our controlling stockholder. The share exchange transaction was treated as a reverse acquisition, with RQS United as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of RQS United and its consolidated subsidiary, Roshing. Prior to the Share Exchange, the Company was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, the Company ceased to be a shell company. RQS United is a holding company incorporated on November 4, 2022 in the Republic of Seychelles. RQS United has no substantive operations other than holding 90% of the outstanding share capital of its subsidiary, Roshing, which was incorporated on June 22, 2011 in Hong Kong, is principally engaged in global logistics services. Less than 4% of its revenue for the nine months ended April 30, 2024 was derived from other business lines: sales of electronic device hardware components, development of logistics software and websites, technical consulting, and software maintenance. Roshing’s business is primarily carried out in Hong Kong. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim financial information referred to above has been prepared and presented in U.S. dollars in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. This report on Form 10-Q should be read in conjunction with the Company’s financial statements for the years ended July 31, 2023 and 2022 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 23, 2023. Results of the three and nine months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2024 or any other future periods. 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 April 30, 2024 and July 31, 2023, 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. Global Logistics Services The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets. The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading. The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis. b. Electronic Device Hardware Components Products Sales 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; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant. c. Software and Website Development Services 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. d. 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. e. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customers’ software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. f. Business Consulting Services 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 global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor. Advertising costs Advertising costs amounted to $ 0 0 0 192 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. The lease for the Company’s Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of $ 6,080 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 expenses in the period incurred. During the three months ended April 30, 2024, the Company paid the IRS a penalty amount of $ 47,030 The Hong Kong tax returns filed for 2017 and subsequent years are subject to examination by the applicable tax authorities. The US tax returns filed for 2021 and subsequent years are subject to examination by the applicable tax authorities. Earnings (loss) per share The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of April 30, 2024 and July 31, 2023, there were 8,000,000 8,000,000 100 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. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard on August 1, 2023 has not had and is not expected to have a material impact on the Company’s future consolidated 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. 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. |
PUBLIC OFFERING AND DEFERRED OF
PUBLIC OFFERING AND DEFERRED OFFERING COSTS | 9 Months Ended |
Apr. 30, 2024 | |
Public Offering And Deferred Offering Costs | |
PUBLIC OFFERING AND DEFERRED OFFERING COSTS | NOTE 3 – PUBLIC OFFERING AND DEFERRED OFFERING COSTS On March 14, 2024, the Company executed an agreement with Prime Number Capital LLC (“Prime”) for Prime to act as the Company’s Lead Underwriter on a “firm commitment” basis in connection with a public offering of shares of the Company’s common stock. The agreement provides for compensation to Prime of, among other things, (1) Underwriter’s Commission equal to 7.0% of Gross Proceeds, (2) Non-accountable Expenses equal to 1.0% of Gross Proceeds, (3) Underwriter’s warrants equal to 5.0% of the shares issued in the offering, and (4) a cash advance of $100,000 offsetable against the Underwriter’s Commission (of which the Company paid $50,000 to Prime on March 14, 2024). As of April 30, 2024, deferred offering costs relating to the public offering consist of: Schedule of deferred offering costs relating to the public offering Cash advance to Prime $ 50,000 Attorneys fees 170,000 Accountant fees 25,000 Total $ 245,000 Upon closing of the public offering, the deferred offering costs will be offset against the proceeds from the public offering and included as part of the total public offering stock issuance costs. |
RELATED PARTIES BALANCES AND TR
RELATED PARTIES BALANCES AND TRANSACTIONS | 9 Months Ended |
Apr. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES BALANCES AND TRANSACTIONS | NOTE 4 – RELATED PARTIES BALANCES AND TRANSACTIONS Due from related party consists of: Due from related party represents a receivable of $ 54,167 Due to related parties consists of: Schedule of due to related parties Transaction April 30, July 31, Name Relationship Nature 2024 2023 Zhigang Pei* Former Chairman of the Board and owner of Silver Glory Group Limited Working capital advances and operating expenses paid on behalf of the Company $ – $ 220,909 RQS Capital Director and Vice President, 61.89% shareholder Company cash collection due to RQS Capital 2,271 2,132 Ying Deng** RQS Capital’s 30% owner and Roshing’s 10% owner Working capital advances and operating expenses paid on behalf of the Company 28,083 53,036 TOTAL $ 30,354 $ 276,077 * $ 220,909 220,909 ** $ 24,953 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 three and nine months ended April 30, 2024, we accrued management compensation expenses of $ 56,400 176,400 60,000 Office space sharing agreement with related parties On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60 30 0 5,648 0 5,648 0 14,727 0 14,727 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 5 – STOCKHOLDERS EQUITY On January 26, 2023 the Company filed with the Nevada Secretary of State a Certificate of Amendment of Articles of Incorporation (the “Amendment”). The Amendment amended Article 3 of the Company’s Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 100,000,000 0.0001 80,000 0.0001 20,000,000 0.0001 The following table sets forth information, as of April 30, 2024, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc. Schedule of capital stock authorized April 30, 2024 Class Shares Authorized Shares Outstanding Common Stock, $.0001 par value 100,000,000 14,781,803 Series A Preferred Stock, $.0001 par value 80,000 – Series B Preferred Stock, $.0001 par value 80,000 80,000 Undesignated Preferred Stock, $.0001 par value 19,920,000 – Series A Preferred Stock Each share of Series A Preferred Stock was convertible by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series A Preferred Stock had voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock was convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock was entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. On January 19, 2024, all 80,000 8,000,000 Series B Preferred Stock Each share of Series B Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. Each holder of Series B Preferred Stock has voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series B Preferred Stock is entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis. Undesignated Preferred Stock The Board of Directors has the authority, without shareholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion. Issuances of Preferred Stock and Common Stock On January 27, 2023, Tianci sold 80,000 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 700,000 210,000 144,000 36,000 30,000 On January 19, 2024, the Company sold an aggregate of 445,109 445,109 On January 19, 2024, the Company issued 8,000,000 80,000 On January 24, 2024, the Company sold an aggregate of 433,213 433,213 On April 24, 2024, the Company sold 80,000 80,000 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 – INCOME TAXES Income Taxes Seychelles RQS United is incorporated in Seychelles and is not subject to tax on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law. Hong Kong Roshing is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 8.25% in Hong Kong. Hong Kong income tax expenses (benefit) for the nine months ended April 30, 2024 and 2023 amounted to $ 22,023 2,219 For the nine months ended April 30, 2024, the income before provision for income taxes of $ 77,828 (348,499 426,327 (319,818 (123,267 (196,551 Significant components of the provision for income taxes are as follows: Schedule of components of the provision for income taxes For the nine months ended April 30, 2024 April 30, 2023 (Unaudited) (Unaudited) Current Hong Kong $ 22,023 $ 2,219 Deferred Hong Kong – – Provision for income taxes $ 22,023 $ 2,219 The following table reconciles the Hong Kong statutory rates to the Company’s Hong Kong effective tax rate: Schedule of Hong Kong effective tax rate For the nine months ended 2024 For the nine months ended 2023 (Unaudited) (Unaudited) Hong Kong statutory income tax rate 8.25% 16.50% Non deductible stock compensation – (17.63% ) Prior year over-accrual of provision for income taxes (3.08% ) – Effective tax rate 5.17 (1.13 ) For United States income tax purposes, Tianci has a net operating loss carryforward of approximately $ 1,315,000 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 April 30, 2024 and July 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. As of April 30, 2024, tax years 2021 and forward generally remain open for examination for United States Federal and State tax purposes and tax years 2017 and forward generally remain open for examination for Hong Kong tax purposes. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 9 Months Ended |
Apr. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF RISK | NOTE 7 — CONCENTRATION OF RISK Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash held in banks. The cash balance in each financial institution in the United States is insured by the FDIC up to $ 250,000 no 500,000 64,000 512,277 439,000 Customer concentration risk For the nine months ended April 30, 2024, two customers accounted for 63.7 13.9 For the nine months ended April 30, 2023, two customers accounted for 47.7 14.1 As of April 30, 2024, one customer accounted for 100 Vendor concentration risk For the nine months ended April 30, 2024, two vendors accounted for 38.6 27.8 75.8 15.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8— COMMITMENTS AND CONTINGENCIES Lease commitments On January 1, 2021, Roshing entered into an operating lease agreement for office space in Hong Kong with a third party. The agreement had a term of two years and provided for monthly rent of HKD 2,800 (approximately $360). On January 13, 2023, the Company entered a new operating lease agreement for office space in Hong Kong with a third party for two years with monthly rent of HKD 3,000 (approximately $382). Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704 5 6,080 In September 2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6500). Rent expenses were $ 2,484 6,794 8,153 17,870 Contingencies From time to time, the Company may be a party to legal proceedings, as well as certain asserted and un-asserted claims. The Company was not involved in any material legal proceedings nor asserted claims as of April 30, 2024. |
ENTERPRISE-WIDE DISCLOSURE
ENTERPRISE-WIDE DISCLOSURE | 9 Months Ended |
Apr. 30, 2024 | |
Segment Reporting [Abstract] | |
ENTERPRISE-WIDE DISCLOSURE | NOTE 9 — 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 (Hong Kong, Vietnam, Japan and Singapore) for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment. Disaggregated information of revenues by business lines are as follows: Schedule of revenues by business For the three months ended For the nine months ended April 30, April 30, 2024 2023 2024 2023 (Unaudited) (Unaudited) Electronic Device Hardware Components Sales $ – $ 115,000 $ 103,382 $ 294,880 Software and Website Development Services – – 19,230 – Technical Consulting and Training Services – – – 14,470 Software Maintenance and Business Promotion Services – 29,013 29,276 57,763 Business Consulting Services 18,472 – 86,584 – Global Logistics Services 1,921,874 – 5,922,650 – Total revenues $ 1,940,346 $ 144,013 $ 6,161,122 $ 367,113 Disaggregated information of revenues by regions are as follows: Schedule of revenues by regions For the three months ended For the nine months ended April 30, April 30, 2024 2023 2024 2023 (Unaudited) (Unaudited) Hong Kong $ 1,478,654 $ 122,500 $ 4,681,105 $ 331,850 Vietnam 143,692 – 855,917 – Japan 318,000 – 622,850 – Singapore – 21,513 1,250 35,263 Total revenues $ 1,940,346 $ 144,013 $ 6,161,122 $ 367,113 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company’s management has performed subsequent events procedures through the date these financial statements were issued and determined that there are no reportable subsequent events. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim financial information referred to above has been prepared and presented in U.S. dollars in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations. These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading. This report on Form 10-Q should be read in conjunction with the Company’s financial statements for the years ended July 31, 2023 and 2022 and notes thereto included in the Company’s Form 10-K filed with the SEC on October 23, 2023. Results of the three and nine months ended April 30, 2024 are not necessarily indicative of the results that may be expected for the year ending July 31, 2024 or any other future periods. |
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 April 30, 2024 and July 31, 2023, 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. Global Logistics Services The Company provides global logistics services, including ocean freight forwarding and related logistics solutions. As a non-asset-based carrier, the Company does not own transportation assets. The Company derives its revenues by entering into agreements that are generally comprised of a single performance obligation, which is that freight is shipped for and received by the customer via either container ships or general cargo vessels. The most significant drivers of changes in gross revenues and related transportation expenses are volume and weight. In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The transaction price, which is based on volume, weight, and shipping time, is fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company typically satisfies its performance obligations at a point in time when freight is shipped to destination port and accepted by its customers. The Company does not have significant variable consideration in its contracts. Taxes assessed concurrently with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenues. The Company evaluates whether amounts billed to customers should be reported as gross or net revenue. Revenue is recorded on a gross basis when the Company is primarily responsible for fulfilling the promise to provide the services, when it assumes risk of loss, when it has discretion in setting the prices for the services to the customers, and when the Company has the ability to direct the use of the services provided by the third party. In most cases we act as an indirect carrier. When acting as an indirect carrier, we issue a Fixture Note to customers as the contract of carriage. In turn, when the freight is physically tendered to a direct carrier, we receive a Master Ocean Bill of Lading. The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipment process and assumes the risk of loss for delivery, collection, and returns. Based on its evaluation of the control of services and risk involved, the Company determined that it acts as a principal rather than an agent in global logistics service arrangements and such revenues are reported on a gross basis. b. Electronic Device Hardware Components Products Sales 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; and 3) The Company determines the resale price of hardware products. After evaluating the above circumstances, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis. Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products that have been accepted by its customer with no future obligations. The Company generally permits returns of products due to product failure; however, returns are historically insignificant. c. Software and Website Development Services 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. d. 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. e. Software Maintenance and Business Promotion Services The Company provides software maintenance service to keep customers’ software up to date and assists customers in promoting business with ongoing marketing support. The Company charges a flat rate for a fixed duration on a subscription basis, generally 12 months. Revenue is recognized ratably each month over the contract period. f. Business Consulting Services 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 global logistics services, cost of revenue consists primarily of cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees. For hardware products sales, the cost of revenue consists primarily of the costs of hardware products sold. For software, consulting, services-based revenue, the cost of revenue consists primarily of costs paid to outsourced service providers and compensation expenses paid the Company’s service vendor. |
Advertising costs | Advertising costs Advertising costs amounted to $ 0 0 0 192 |
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. The lease for the Company’s Hong Kong office facility was early terminated in September 2023, which resulted in a derecognition of $ 6,080 |
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 expenses in the period incurred. During the three months ended April 30, 2024, the Company paid the IRS a penalty amount of $ 47,030 The Hong Kong tax returns filed for 2017 and subsequent years are subject to examination by the applicable tax authorities. The US tax returns filed for 2021 and subsequent years are subject to examination by the applicable tax authorities. |
Earnings (loss) per share | Earnings (loss) per share The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. As of April 30, 2024 and July 31, 2023, there were 8,000,000 8,000,000 100 |
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. In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments — Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments — Credit Losses — Available-for-Sale Debt Securities. The amendments in this Update provide an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. In November 2019, the FASB issued ASU No. 2019-10, which updates the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning August 1, 2023 as the Company is qualified as a smaller reporting company. The adoption of this standard on August 1, 2023 has not had and is not expected to have a material impact on the Company’s future consolidated 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. 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. |
PUBLIC OFFERING AND DEFERRED _2
PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Public Offering And Deferred Offering Costs | |
Schedule of deferred offering costs relating to the public offering | Schedule of deferred offering costs relating to the public offering Cash advance to Prime $ 50,000 Attorneys fees 170,000 Accountant fees 25,000 Total $ 245,000 |
RELATED PARTIES BALANCES AND _2
RELATED PARTIES BALANCES AND TRANSACTIONS (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of due to related parties | Schedule of due to related parties Transaction April 30, July 31, Name Relationship Nature 2024 2023 Zhigang Pei* Former Chairman of the Board and owner of Silver Glory Group Limited Working capital advances and operating expenses paid on behalf of the Company $ – $ 220,909 RQS Capital Director and Vice President, 61.89% shareholder Company cash collection due to RQS Capital 2,271 2,132 Ying Deng** RQS Capital’s 30% owner and Roshing’s 10% owner Working capital advances and operating expenses paid on behalf of the Company 28,083 53,036 TOTAL $ 30,354 $ 276,077 * $ 220,909 220,909 ** $ 24,953 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
Schedule of capital stock authorized | Schedule of capital stock authorized April 30, 2024 Class Shares Authorized Shares Outstanding Common Stock, $.0001 par value 100,000,000 14,781,803 Series A Preferred Stock, $.0001 par value 80,000 – Series B Preferred Stock, $.0001 par value 80,000 80,000 Undesignated Preferred Stock, $.0001 par value 19,920,000 – |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | Schedule of components of the provision for income taxes For the nine months ended April 30, 2024 April 30, 2023 (Unaudited) (Unaudited) Current Hong Kong $ 22,023 $ 2,219 Deferred Hong Kong – – Provision for income taxes $ 22,023 $ 2,219 |
Schedule of Hong Kong effective tax rate | Schedule of Hong Kong effective tax rate For the nine months ended 2024 For the nine months ended 2023 (Unaudited) (Unaudited) Hong Kong statutory income tax rate 8.25% 16.50% Non deductible stock compensation – (17.63% ) Prior year over-accrual of provision for income taxes (3.08% ) – Effective tax rate 5.17 (1.13 ) |
ENTERPRISE-WIDE DISCLOSURE (Tab
ENTERPRISE-WIDE DISCLOSURE (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of revenues by business | Schedule of revenues by business For the three months ended For the nine months ended April 30, April 30, 2024 2023 2024 2023 (Unaudited) (Unaudited) Electronic Device Hardware Components Sales $ – $ 115,000 $ 103,382 $ 294,880 Software and Website Development Services – – 19,230 – Technical Consulting and Training Services – – – 14,470 Software Maintenance and Business Promotion Services – 29,013 29,276 57,763 Business Consulting Services 18,472 – 86,584 – Global Logistics Services 1,921,874 – 5,922,650 – Total revenues $ 1,940,346 $ 144,013 $ 6,161,122 $ 367,113 |
Schedule of revenues by regions | Schedule of revenues by regions For the three months ended For the nine months ended April 30, April 30, 2024 2023 2024 2023 (Unaudited) (Unaudited) Hong Kong $ 1,478,654 $ 122,500 $ 4,681,105 $ 331,850 Vietnam 143,692 – 855,917 – Japan 318,000 – 622,850 – Singapore – 21,513 1,250 35,263 Total revenues $ 1,940,346 $ 144,013 $ 6,161,122 $ 367,113 |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Details Narrative) - Roshing International Co [Member] | Mar. 06, 2023 USD ($) shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock issued for acquisition, shares | 1,500,000 |
Payment to acquire business | $ | $ 350,000 |
Roshing Related Parties [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Additional stock issued for acquisition, shares | 700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Aug. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | Aug. 02, 2022 | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||||
Advertising costs | 0 | $ 0 | 0 | $ 192 | ||||
Right of use asset | 0 | 0 | $ 6,436 | $ 8,704 | ||||
Incremental borrowing rate | 5% | |||||||
Decrease in operating lease liabilities | $ (6,080) | $ (356) | $ 0 | |||||
Other expenses | $ 47,030 | |||||||
RQS [Member] | ||||||||
Ownership interest | 10% | 10% | ||||||
Series B And Series A Preferred Stock [Member] | ||||||||
Conversion rate | 100 | |||||||
Convertible Series B Preferred Stock [Member] | ||||||||
Antidilutive shares | 8,000,000 | 8,000,000 | ||||||
Hong Kong Office Facility [Member] | ||||||||
Decrease in operating lease liabilities | $ 6,080 |
PUBLIC OFFERING AND DEFERRED _3
PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Public Offering And Deferred Offering Costs | ||
Cash advance to Prime | $ 50,000 | |
Attorneys fees | 170,000 | |
Accountant fees | 25,000 | |
Total | $ 245,000 | $ 0 |
PUBLIC OFFERING AND DEFERRED _4
PUBLIC OFFERING AND DEFERRED OFFERING COSTS (Details Narrative) | 9 Months Ended |
Apr. 30, 2024 | |
Public Offering And Deferred Offering Costs | |
Deferred compensation agreement | The agreement provides for compensation to Prime of, among other things, (1) Underwriter’s Commission equal to 7.0% of Gross Proceeds, (2) Non-accountable Expenses equal to 1.0% of Gross Proceeds, (3) Underwriter’s warrants equal to 5.0% of the shares issued in the offering, and (4) a cash advance of $100,000 offsetable against the Underwriter’s Commission (of which the Company paid $50,000 to Prime on March 14, 2024). |
RELATED PARTIES BALANCES AND _3
RELATED PARTIES BALANCES AND TRANSACTIONS (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 30,354 | $ 276,077 | |
Zhigang Pei [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [1] | 0 | 220,909 |
RQS Capital [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 2,271 | 2,132 | |
Ying Deng [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | [2] | $ 28,083 | $ 53,036 |
[1]$ 220,909 220,909 24,953 |
RELATED PARTIES BALANCES AND _4
RELATED PARTIES BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 19, 2024 | Aug. 28, 2021 | Nov. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||||
Due from related party | $ 0 | $ 0 | $ 54,134 | |||||
Liability | 220,909 | |||||||
Common stock | 220,909 | |||||||
Liability forgiven | $ 24,953 | |||||||
Compensation expenses | 56,400 | $ 60,000 | 176,400 | $ 60,000 | ||||
General and administrative expenses | 134,473 | 157,909 | 389,899 | 191,184 | ||||
Office Space Sharing Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expenses | 0 | 5,648 | 0 | 14,727 | ||||
Adjustment to additional paid in capital | $ 0 | $ 5,648 | $ 0 | $ 14,727 | ||||
RQS Capital [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related party | $ 54,167 | |||||||
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 | Apr. 30, 2024 | Jul. 31, 2023 | Jan. 26, 2023 |
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 14,781,803 | 5,903,481 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 |
Preferred stock, shares outstanding | 0 | 80,000 | |
Series B 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 | 19,920,000 | 19,920,000 | 20,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | Apr. 24, 2024 | Jan. 24, 2024 | Jan. 19, 2024 | Mar. 06, 2023 | Mar. 03, 2023 | Mar. 01, 2023 | Jan. 27, 2023 | Apr. 30, 2024 | Jul. 31, 2023 | Jan. 26, 2023 |
Class of Stock [Line Items] | ||||||||||
Capital stock authorized | 120,080,000 | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares issued | 1,500,000 | |||||||||
Five Present Or Former Members Of The Board [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued new, shares | 445,109 | |||||||||
Proceeds from issuance of common stock | $ 445,109 | |||||||||
Nine Investors [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued new, shares | 433,213 | |||||||||
Proceeds from issuance of common stock | $ 433,213 | |||||||||
Roshing International Co [Member] | Roshing Related Parties [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Additional stock issued for acquisition, shares | 700,000 | |||||||||
Additional stock issued for acquisition, value | 210,000 | |||||||||
Roshing International Co [Member] | Roshing Related Parties [Member] | Cost Of Revenues Services [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Additional stock issued for acquisition, value | 144,000 | |||||||||
Roshing International Co [Member] | Roshing Related Parties [Member] | Selling And Marketing [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Additional stock issued for acquisition, value | 36,000 | |||||||||
Roshing International Co [Member] | Roshing Related Parties [Member] | General And Administrative [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Additional stock issued for acquisition, value | 30,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | 80,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock converted, shares converted | 80,000 | |||||||||
Number of shares sold | 80,000 | |||||||||
Number of shares sold, value | $ 24,000 | |||||||||
Series A Preferred Stock [Member] | RQS Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock converted, shares converted | 80,000 | |||||||||
Undesignated Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 19,920,000 | 19,920,000 | 20,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock converted, shares issued | 8,000,000 | |||||||||
Number of shares sold | 1,253,333 | |||||||||
Number of shares sold, value | $ 376,000 | |||||||||
Sale of stock per share | $ 0.30 | |||||||||
Common Stock [Member] | RQS Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock converted, shares issued | 8,000,000 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 80,000 | 80,000 | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Series B Preferred Stock [Member] | RQS Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold | 80,000 | |||||||||
Number of shares sold, value | $ 80,000 |
INCOME TAXES (Details - Schedul
INCOME TAXES (Details - Schedule of components of the provision for income taxes) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Current Hong Kong | $ 22,023 | $ 2,219 | ||
Deferred Hong Kong | 0 | 0 | ||
Provision for income taxes | $ 10,051 | $ 1,280 | $ 22,023 | $ 2,219 |
INCOME TAXES (Details - Sched_2
INCOME TAXES (Details - Schedule of Hong Kong effective tax rate) | 9 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Hong Kong statutory income tax rate | 8.25% | 16.50% |
Non deductible stock compensation | 0% | (17.63%) |
Prior year over-accrual of provision for income taxes | (3.08%) | 0% |
Effective tax rate | 5.17% | (1.13%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Income tax expenses | $ 10,051 | $ 1,280 | $ 22,023 | $ 2,219 |
Income before provision from income taxes | (28,746) | $ (314,128) | 77,828 | (319,818) |
Net operating loss carry forward | $ 1,315,000 | 1,315,000 | ||
HONG KONG | ||||
Income tax expenses | 22,023 | 2,219 | ||
Income before provision from income taxes | 426,327 | (196,551) | ||
UNITED STATES | ||||
Income before provision from income taxes | $ (348,499) | $ (123,267) |
CONCENTRATION OF RISK (Details
CONCENTRATION OF RISK (Details Narrative) | 9 Months Ended | |||
Apr. 30, 2024 USD ($) | Apr. 30, 2023 | Apr. 30, 2024 HKD ($) | Jul. 31, 2023 USD ($) | |
Concentration Risk [Line Items] | ||||
Cash insured by the FDIC | $ 250,000 | |||
United States account balance | 0 | |||
Cash insured by Hong Kong | 64,000 | $ 500,000 | ||
Cash | $ 646,031 | $ 256,342 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 63.70% | 47.70% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.90% | 14.10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 100% | |||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 38.60% | 75.80% | ||
Total Purchases [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 27.80% | 15.80% | ||
HONG KONG | ||||
Concentration Risk [Line Items] | ||||
Cash | $ 512,277 | |||
Credit risk | $ 439,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | Aug. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Right of use asset | $ 0 | $ 0 | $ 6,436 | $ 8,704 | |||
Incremental borrowing rate | 5% | ||||||
Decrease in operating lease liabilities | $ 6,080 | 356 | $ 0 | ||||
Rent expense | $ 2,484 | $ 6,794 | $ 8,153 | $ 17,870 |
ENTERPRISE-WIDE DISCLOSURE (Det
ENTERPRISE-WIDE DISCLOSURE (Details - Schedule of revenues by business) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 1,940,346 | $ 144,013 | $ 6,161,122 | $ 367,113 |
Electronic Device Hardware Components Sales [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 0 | 115,000 | 103,382 | 294,880 |
Software And Website Development Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 0 | 0 | 19,230 | 0 |
Technical Consulting And Training Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 0 | 0 | 0 | 14,470 |
Software Maintenance And Business Promotion Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 0 | 29,013 | 29,276 | 57,763 |
Business Consulting Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 18,472 | 0 | 86,584 | 0 |
Global Logistics Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 1,921,874 | $ 0 | $ 5,922,650 | $ 0 |
ENTERPRISE-WIDE DISCLOSURE (D_2
ENTERPRISE-WIDE DISCLOSURE (Details - Schedule of Revenue by region) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,940,346 | $ 144,013 | $ 6,161,122 | $ 367,113 |
HONG KONG | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,478,654 | 122,500 | 4,681,105 | 331,850 |
VIET NAM | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 143,692 | 0 | 855,917 | 0 |
JAPAN | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 318,000 | 0 | 622,850 | 0 |
SINGAPORE | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 0 | $ 21,513 | $ 1,250 | $ 35,263 |