US Market News
3月前
Tianci International, Inc. Announces Reverse Stock SplitMarch 17, 2026 8:00 AM
ACCESS NewswireShares Expected to Begin Trading on Split-Adjusted Basis on March 20, 2026HONG KONG, HK / ACCESS Newswire / March 17, 2026 / Tianci International, Inc. (Nasdaq:CIIT) ("Company" or "Tianci"), a global logistics service provider specializing in ocean freight forwarding, announced today that it will implement a 1-for-7 reverse stock split of its common stock (the "Reverse Stock Split"), effective at 12:01 a.m. Eastern time on March 20, 2026. The Company's common stock is expected to begin trading on a split-adjusted basis when the market opens on March 20, 2026, and will continue to trade on The Nasdaq Capital Market under the symbol "CIIT." The new CUSIP number for the common stock will be 88631G304.The Reverse Stock Split is intended to increase the bid price of the common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Company's stockholders authorized the reverse stock split at the Company's annual meeting of stockholders held on February 13, 2026, with the final ratio determined by the Company's Board of Directors.On March 6, 2026, the Company's Board of Directors has determined the reverse stock split at the final ratio of one-for-seven (1:7). As a result of the Reverse Stock Split, every 7 shares of the Company's pre-split common stock issued and outstanding will be automatically reclassified into one new share of the Company's common stock. This will reduce the number of shares outstanding from 25,331,803 shares of common stock to 3,618,829 shares of common stock. The number of authorized shares of the Company's common stock will remain unchanged. Stockholders who would otherwise be entitled to receive a fractional share will instead have their shares rounded up to the nearest whole number. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's equity plans and grants thereunder, as applicable. The Reverse Stock Split will not affect the par value of the common stock.The combination of, and reduction in, the shares of common stock as a result of the Reverse Stock Split will occur automatically at the effective time of the Reverse Stock Split without any additional action on the part of the Company's stockholders. The Company's transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the Reverse Stock Split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to their broker, bank, or other nominee's particular processes, and are not expected to be required to take any action in connection with the Reverse Stock Split.Additional information regarding the Reverse Stock Split can be found in the Company's definitive proxy statement for the annual meeting of stockholders of the Company held on February 13, 2026, which was filed with the U.S. Securities and Exchange Commission on January 13, 2026, a copy of which is available at www.sec.gov.About Tianci International, Inc.Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific, including Japan, South Korea, and Vietnam. Beyond logistics, the company generates revenue from the sale of electronic parts and business consulting services. The company's mission is to provide customers with efficient, reliable, and safe shipping services that create value. For more information, please visit the Company's website: tianci-ciit.com.Forward-Looking StatementsThis press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding plans with respect to the timing and impact of the Reverse Stock Split; our strategic plans and value; our expectations regarding potential commercial opportunities; and our strategies, positioning and expectations for future events or performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under the caption "Risk Factors." Any forward-looking statement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.For investor and media inquiries, please contact:Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.comSOURCE: Tianci International Inc.View the original press release on ACCESS NewswireOriginal: Tianci International, Inc. Announces Reverse Stock Split
US Market News
3月前
Tianci International, Inc. Reports Financial Results for Fiscal Quarter Ended January 31, 2026March 13, 2026 8:00 PM
ACCESS NewswireHONG KONG, HK AND RENO, NV / ACCESS Newswire / March 13, 2026 / Tianci International, Inc. (the "Company" or "Tianci"), a global logistics service provider specializing in ocean freight forwarding, today announced its financial results for the fiscal quarter ended January 31, 2026.Second Fiscal Quarter 2026 Highlights:Revenue increased, quarter-to-quarter, by 87%, as global logistics revenue increased by 22% and was complemented by revenue of $1,315,855 resulting from our initial entry into the market for mineral ores.General and administrative expenses increased from $1,999,225 in the quarter ended January 31, 2025 to $3,794,374 in the quarter ended January 31, 2026. As a result, the Company incurred a net loss of $417,124 in the quarter ended January 31, 2026, an increased loss compared to the quarter ended January 31, 2025.Financial ResultsRevenue from logistics operations for the quarter ended January 31, 2026, which represented 65% of the Company's overall revenue in that period, increased by 22% from the revenue generated by logistics operations during the quarter ended January 31, 2025. However, the cost of that revenue increased by 26% from the second quarter of fiscal year 2025 to the second quarter of fiscal year 2026, as demand for logistics services waned due to concerns about the implementation of tariffs, while shipping companies in the Southeast Asia market increased their pricing in an effort to offset the decline in demand for their services. As a result of the increase in cost of revenue, the Company's gross profit margin attributable to logistics operations decreased from 3.6% in the quarter ended January 31, 2025 to 3.5% in the quarter ended January 31, 2026, and decreased from 5.0% for the six months ended January 31, 2025 to 2.5% for the six months ended January 31, 2026.To reduce the effect of declining demand in the Southeast Asia market, the Company intends to reorient its focus towards long-distance shipping lines, which generally produce higher profit margins. As one particular effort toward that reorientation, the Company has been accumulating an inventory of bulk chrome and manganese ore for the purpose of entering into the global commodity trade arena, and completed its initial mineral sales during the six months ended January 31, 2026. Those sales yielded $1,821,320 in revenue and a gross profit margin of 12.0%. By applying its core resource control capabilities and supply chain integration strengths with an in-house demand for shipping services, the Company looks to release itself from dependence on local demand for shipping services.We recorded a net loss of $417,124 for the quarter ended January 31, 2026, primarily due to a 170% increase in general and administrative expenses arising from most aspects of our operations. Our bottom line net loss for the second quarter of $417,124, therefore, represented an increase of 276% in our quarterly net loss.Our operations during the six months ended January 31, 2026 reduced our cash balance by $1,682,251 to $723,101. In addition to our net loss of $685,998, the greater portion of that cash drain was attributable to the increase of $561,754 in our accounts receivable. At January 31, 2026 our working capital was $2,506,100, a decline of $399,501 during the six months ended January 31, 2026.About Tianci International, Inc.Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific, including Hong Kong, Japan, South Korea, and Vietnam.Starting in the current fiscal year, Roshing has expanded into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. Roshing intends to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers.Beyond logistics and mineral sales, Roshing generates revenue from the sale of electronic parts and business consulting services.For more information, please visit the Company's website: tianci-ciit.comForward-Looking StatementsCertain statements in this announcement are forward-looking statements that involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. The Company encourages investors to review other factors that may affect its future results that are discussed in the Company's filings with the U.S. Securities and Exchange Commission.For investor and media inquiries, please contact:Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.comFinancial Summary TablesThe following financial information should be read in conjunction with the financial statements and accompanying notes filed by the Company with the Securities and Exchange Commission on Form 10-Q for the period ended January 31, 2026, which can be viewed at www.sec.gov and in the investor relations section of the Company's website at www.tianci-ciit.com.TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN UNITED STATES DOLLARS) January 31, July 31, 2026 2025 (Unaudited) ASSETS Current assets: Cash $723,101 $2,405,352 Accounts receivable 561,753 - Prepayment and other current assets 777,767 382,554 Inventory 516,536 215,346 Total current assets 2,579,157 3,003,252 Other assets: Lease security deposit 21,518 23,174 Lease right-of-use asset 89,586 119,545 Total non-current assets 111,104 142,719 TOTAL ASSETS $2,690,261 $3,145,971 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $3,038 $18,554 Income taxes payable - 16,117 Lease liability-current 65,362 57,903 Accrued liabilities and other payables 4,657 5,077 Total current liabilities 73,057 97,651 Lease liability - noncurrent 28,285 61,403 Total liabilities 101,342 159,054 Commitments and contingencies - - Stockholders' equity: Series A Preferred stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding as of January 31, 2026 and July 31, 2025 - - Series B Preferred stock, $0.0001 par value; 80,000 shares authorized; 0 and 80,000 shares issued and outstanding as of January 31, 2026 and July 31, 2025, respectively - 8 Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding - - Common stock, $0.0001 par value, 100,000,000 shares authorized; 25,331,803 and 16,531,803 shares issued and outstanding as of January 31, 2026 and, July 31, 2025, respectively 2,533 1,653 Additional paid-in capital 6,132,633 5,845,505 Accumulated deficit (3,530,856) (2,862,860)Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC. 2,604,310 2,984,306 Non-controlling interest (15,391) 2,611 Total stockholders' equity 2,588,919 2,986,917 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,690,261 $3,145,971 TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN UNITED STATES DOLLARS) For the three months ended January 31, For the six months ended January 31, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) OPERATING REVENUES Global logistics services $2,531,360 $2,070,083 $5,747,241 $4,829,776 Sale of minerals 1,315,855 - 1,821,320 - Other revenue 37,469 9,120 134,350 230,367 Total Operating Revenues 3,884,684 2,079,203 7,702,911 5,060,143 COST OF REVENUES Global logistics services 2,522,643 1,995,569 5,604,300 4,586,434 Cost of minerals 1,260,538 - 1,601,690 - Other revenue 11,193 3,656 22,360 165,300 Total Cost of Revenues 3,794,374 1,999,225 7,228,350 4,751,734 Gross profit 90,310 79,978 474,561 308,409 Operating expenses: Selling and marketing 45,170 15,036 89,580 100,224 General and administrative 462,264 171,211 1,070,912 431,604 Total operating expenses 507,434 186,247 1,160,492 531,828 (Loss) from operations (417,124) (106,269) (685,931) (223,419) Other (loss) income net - - (67) 27,391 (Loss) before provision for income taxes (417,124) (106,269) (685,998) (196,028)Provision for income taxes - 4,702 - 6,891 Net (loss) (417,124) (110,971) (685,998) (202,919)Less: net (loss) income attributable to non-controlling interest (17,226) 2,380 (18,002) 3,488 Net (loss) attributable to TIANCI INTERNATIONAL, INC. $(399,898) $(113,351) $(667,996) $(206,407) Weighted average number of common shares Basic and diluted 24,320,814 14,781,803 20,405,027 14,781,803 (Loss) per common share attributable to TIANCI INTERNATIONAL, INC. Basic and diluted $(0.02) $(0.01) $(0.03) $(0.01) Weighted average number of preferred shares B Basic and diluted 3,516 80,000 41,967 80,000 (Loss) per preferred share B attributable to TIANCI INTERNATIONAL, INC. Basic and diluted $(0.02) $(0.01) $(0.03) $(0.01)TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS) For the six months ended January 31, 2026 2025 (Unaudited) (Unaudited) Cash flows from operating activities: Net (loss) $(685,998) $(202,919)Adjustments to reconcile net income (loss) to net cash used in operating activities: Amortization of operating lease right-of-use asset 29,959 - Accounts receivable (561,754) - Prepayment and other current assets (357,662) (23,249)Inventory (13,190) - Lease security deposit 1,656 - Accounts payable (15,516) - Income taxes payable (53,665) (45,029)Operating lease liabilities (25,659) - Accrued liabilities and other payables (422) 112,747 Net cash (used in) operating activities (1,682,251) (158,450)Cash flows from financing activities: Deferred offering costs incurred - (74,125)Net cash (used in) financing activities - (74,125) Net (decrease) in cash (1,682,251) (232,575)Cash, beginning 2,405,352 413,129 Cash, ending $723,101 $180,554 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $- $- Income taxes $53,665 $51,920 Non-Cash Activities: Issuance common stock for inventory purchase 288,000 - Conversion of preferred stock to common stock 800 - SOURCE: Tianci International Inc.View the original press release on ACCESS NewswireOriginal: Tianci International, Inc. Reports Financial Results for Fiscal Quarter Ended January 31, 2026