Financial Analysis

NOTE 9 COMMITMENTS AND CONTINGENCIES Lease commitments Upon adoption of ASU 2016-02 effective August 1, 2022, the Company recognized a $ 8,704 right of use (ROU) asset and operating lease liabilities in January 2023 based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 5 %. On January 13, 2023, the Company entered an 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). The Companys lease agreement did not contain any material residual value guarantees or material restrictive covenants. The lease did not contain an option to extend at the time of expiration. The lease was early terminated in September 2023, which resulted in a derecognition of $ 6,080 right of use (ROU) asset and operating lease liabilities in August 2023. In September 2023, the Company entered into a one-year office rental service agreement with a monthly lease payment of approximately $828 (HKD 6,500). In September 2024, the Company further renewed the lease for one year with a monthly lease payment of approximately $847 (HKD 6,650). Upon the expiration of the above lease, the Company entered a two-year lease for a new office in July 2025 with monthly rent of HKD 45,000 (approximately $ 5,733 ). The Companys lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases generally do not contain options to ex …

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NOTE 7 INCOME TAXES Income Taxes Seychelles RQS United is incorporated in Seychelles and is not subject to tax by Seychelles on income generated outside of Seychelles under the current law. In addition, upon payment of dividends, no withholding tax is imposed under current law. United States Tianci is incorporated in the United States and is subject to U.S. federal corporate income tax at a statutory rate of 21%. State income taxes are imposed in addition to the federal rate where applicable. 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. Incorporated companies pay 8.25% tax on the first HKD 2 million of profits and 16.5% on the remainder. Hong Kong income tax expenses for the nine months ended April 30, 2026 and 2025 amounted to $ 23,717 and $ 0 , respectively. For the nine months ended April 30, 2026, the loss before provision for income taxes of $ (570,736) consisted of United States source loss of $ (842,627) and Hong Kong source income of $ 271,891 . For the nine months ended April 30, 2025, the loss before provision for income taxes of $ (1,162,328) consisted of United States source loss of $ (1,082,984) and Hong Kong source loss of $ ( 79,344 ). 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 Apri …

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Recently issued accounting pronouncements The Company considers the applicability and impact of all accounting standards updates (ASUs). Management periodically reviews new accounting standards that are issued. The Company does not believe any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Companys consolidated Financial Statements. …

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NOTE 5 RELATED PARTIES BALANCES AND TRANSACTIONS Employment agreements with officers and director retainer agreements Tianci currently maintains three employment agreements with its officers and seven director retainer agreements with its directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $8,000 per month as of April 30, 2026. For the three months ended April 30, 2026 and 2025, the Company incurred management compensation expenses of $ 85,102 and $ 56,400 , respectively. For the nine months ended April 30, 2026 and 2025, the Company incurred management compensation expenses of $ 253,702 and $ 169,200 , respectively. These amounts are included in general and administrative expenses in the accompanying consolidated statements of operations. …

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NOTE 10 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 Companys chief operating decision-makers (i.e., the Companys chief executive officer and his direct assistants, including the Companys 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, China, 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: Based on qualitative and quantitative criteria established by ASC 280, the Company considers itself to be operating within one reportable segment. Schedule of disaggregated information of revenues by business lines For the three months ended For the nine months ended April 30, April 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) Electronic Device Hardware Components Sales $ 199,063 $ $ 199,063 $ Soft …

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NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (US Dollar or US$ or $). 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 o …

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NOTE 6 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 Companys Articles of Incorporation to provide that the authorized capital stock of the Company will be 120,080,000 shares of capital stock consisting of 100,000,000 shares of common stock, $ 0.0001 par value, 80,000 shares of Series A Preferred Stock, $ 0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $ 0.0001 par value. Subsequently, on April 24, 2024, 80,000 shares of Undesignated Preferred Stock were designated as Series B Preferred stock. On February 18, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to amend its authorized capital structure. Pursuant to the amendment, the Company increased its authorized capital stock to 2,020,080,000 shares consisting of: (i) 2,000,000,000 shares of common stock, par value $ 0.0001 per share, (ii) 80,000 shares of Series A Preferred Stock, par value $ 0.0001 per share, (iii) 80,000 shares of Series B Preferred Stock, par value $ 0.0001 per share, and (iv) 19,920,000 shares of undesignated preferred stock, par value $ 0.0001 per share. The following table sets forth information, as of April 30, 2026, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Tianci International, Inc. …

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"NOTE 11 SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events, the Companys management has evaluated subsequent events through June 22, 2026, which is the date these consolidated financial statements were available to be issued. Management has the following material reportable subsequent events: On June 17, 2026, the Company completed a registered offering of 6,055,000 units at an offering price of US $0.81 per unit. Each Unit consists of one share of common stock of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant to purchase one share of common stock of the Company (the ""Common Warrant""). Each Common Warrant is immediately exercisable upon issuance at an initial exercise price of US$0.81, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary of the issuance date. The company received total gross proceeds of approximately US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Company intends to use the net proceeds from the Offering for working capital requirements, general corporate purposes, as well as further product iteration & development and production capaci …

SubsequentEventsTextBlock · excerpt; the full note is in the filing