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Form 8-K

sec.gov

8-K — Tianci International, Inc.

Accession: 0001683168-26-005044

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001557798

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): June 22, 2026

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada

001-42591

45-5540446

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong

Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-26621800

(Registrant’s telephone number, including

area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

CIIT

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material

pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On June 22, 2026, Tianci International, Inc. (the

“Company”) issued a press release announcing financial results for the fiscal quarter ended April 30, 2026. The text of the

press release is furnished as Exhibit 99.1 to this current report.

The information in this

Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities

under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into

a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02

and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof,

regardless of any general incorporation language in such filing.

Item 9.01

Financial Statements and Exhibits

Exhibits

99.1

Press Release dated June 22, 2026

104

Cover page interactive data file (embedded within the iXBRL document)

2

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

Tianci International, Inc.

Date: June 22, 2026

By:

/s/ Shufang Gao

Shufang Gao

CEO

3

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: tianci_ex9901.htm · Sequence: 2

Exhibit 99.1

Tianci International,

Inc. Reports Financial Results for Fiscal Quarter Ended April 30, 2026

HONG KONG/RENO, Nevada, June 22, 2026 /Access

Newswire/– 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 April 30, 2026.

Third Fiscal Quarter 2026 Highlights:

· Revenue increased, quarter-to-quarter, by 121%, as global logistics revenue increased by 19% and was complemented

by revenue of $1,418,552 resulting from our initial entry into the market for mineral ores.

· General and administrative expenses decreased from $960,583 in the quarter ended April 30, 2025 to $552,141

in the quarter ended April 30, 2026. As a result, the Company reported net income of $91,545 in the quarter ended April 30, 2026, compared

to a net loss of $959,409 reported for the quarter ended April 30, 2025.

Financial Results

Revenue from logistics operations for the quarter

ended April 30, 2026, which represented 53% of the Company’s overall revenue in that period, increased by 19% from the revenue generated

by logistics operations during the quarter ended April 30, 2025. Meanwhile, the cost of that revenue increased by 16% from the third quarter

of fiscal year 2025 to the third quarter of fiscal year 2026, as demand for logistics services increased modestly as concerns about the

implementation of tariffs were reduced in the light of war in the Middle East. As a result of that modest reduction in cost of revenue,

the Company’s gross profit margin attributable to logistics operations increased from 0.81% in the quarter ended April 30, 2025

to 3.73% in the quarter ended April 30, 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 nine

months ended April 30, 2026. Those sales yielded $3,239,872 in revenue and a gross profit margin of 6.88%. 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 net income of $91,545 for the quarter

ended April 30, 2026, primarily due to a 43% decrease in general and administrative expenses. G&A expenses had been swollen during

the quarter ended April 30, 2025 by expenses incurred as an indirect result of the public offering we completed during that earlier quarter.

Our bottom line net income of $91,545 for the third quarter of 2026, therefore, compared favorably with the net loss of $947,987 that

we incurred in the third quarter of 2025.

Our operations during the nine months ended April

30, 2026 reduced our cash balance by $1,687,149 to $718,203. In addition to our net loss of $594,453 for the nine month period, the greater

portion of that cash drain was attributable to the increase of $957,881 in our accounts receivable balance. At April 30, 2026 our working

capital was $2,596,047, a decline of $309,554 during the nine months ended April 30, 2026.

1

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.com

Forward-Looking Statements

Certain 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.com

Financial Summary Tables

The 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 April 30, 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.

2

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN UNITED STATES DOLLARS)

April 30,

July 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash

$ 718,203

$ 2,405,352

Accounts receivable

957,880

Prepayment and other current assets

730,472

382,554

Inventory

282,139

215,346

Total current assets

2,688,694

3,003,252

Other assets:

Lease security deposit

21,518

23,174

Lease right-of-use asset

74,289

119,545

Total non-current assets

95,807

142,719

TOTAL ASSETS

$ 2,784,501

$ 3,145,971

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ –

$ 18,554

Income taxes payable

16,117

Lease liability-current

60,510

57,903

Accrued liabilities and other payables

32,137

5,077

Total current liabilities

92,647

97,651

Lease liability - noncurrent

11,390

61,403

Total liabilities

104,037

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 April 30, 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 April 30, 2026 and July 31, 2025, respectively

8

Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued

and outstanding as of April 30, 2026 and, July 31, 2025, respectively

Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 3,618,907 and 2,361,763 shares

issued and outstanding as of April 30, 2026 and, July 31, 2025, respectively*

361

236

Additional paid-in capital

6,134,805

5,846,922

Accumulated deficit

(3,482,130 )

(2,862,860 )

Total stockholders' equity attributable to TIANCI INTERNATIONAL, INC.

2,653,036

2,984,306

Non-controlling interest

27,428

2,611

Total stockholders’ equity

2,680,464

2,986,917

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY

$ 2,784,501

$ 3,145,971

3

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

(EXPRESSED IN UNITED STATES DOLLARS)

For the three months ended

April 30

For the nine months ended

April 30,

2026

2025

2026

2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

OPERATING REVENUES

Global logistics services

$ 2,271,363

$ 1,901,992

$ 8,018,604

$ 6,731,768

Sale of minerals

1,418,552

3,239,872

Other revenue

620,606

46,223

754,956

276,590

Total Operating Revenues

4,310,521

1,948,215

12,013,432

7,008,358

COST OF REVENUES

Global logistics services

2,186,753

1,886,564

7,791,053

6,472,998

Cost of minerals

1,415,118

3,016,808

Other revenue

11,161

3,668

33,521

168,968

Total Cost of Revenues

3,613,032

1,890,232

10,841,382

6,641,966

Gross profit

697,489

57,983

1,172,050

366,392

Operating expenses:

Selling and marketing

30,000

63,700

119,580

163,924

General and administrative

552,141

960,583

1,623,053

1,392,187

Total operating expenses

582,141

1,024,283

1,742,633

1,556,111

(Loss) income from operations

115,348

(966,300 )

(570,583 )

(1,189,719 )

Other income (loss) net

(86 )

(153 )

27,391

Income (loss) before provision for income taxes

115,262

(966,300 )

(570,736 )

(1,162,328 )

Provision

for income tax expenses (benefits)

23,717

(6,891 )

23,717

Net (loss) income

91,545

(959,409 )

(594,453 )

(1,162,328 )

Less: net

income (loss) attributable to non-controlling interest

42,819

(11,422 )

24,817

(7,934 )

Net

income (loss) attributable to TIANCI INTERNATIONAL, INC.

$ 48,726

$ (947,987 )

$ (619,270 )

$ (1,154,394 )

Weighted average

number of common shares

Basic and diluted *

3,618,829

2,138,826

3,145,300

2,120,467

Income (loss)

per common share attributable to TIANCI INTERNATIONAL, INC.

Basic and diluted

$ 0.01

$ (0.43 )

$ (0.20 )

$ (0.52 )

Weighted average

number of preferred shares A

Basic and diluted

Income (loss)

per preferred share A attributable to TIANCI INTERNATIONAL, INC.

Basic and diluted

$ –

$ –

$ –

$ –

Weighted average

number of preferred shares B

Basic and diluted

80,000

4,034

80,000

(Loss) per preferred

share B attributable to TIANCI INTERNATIONAL, INC.

Basic and diluted

$ –

$ (0.43 )

$ (0.20 )

$ (0.52 )

4

TIANCI INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(EXPRESSED IN UNITED STATES DOLLARS)

For the nine months ended April 30,

2026

2025

(Unaudited)

(Unaudited)

Cash flows from operating activities:

Net (loss)

$ (594,453 )

$ (1,162,328 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Amortization of operating lease right-of-use asset

45,257

Warrants issuance to consultant

158,412

Debt forgiven by related party

Change in operating assets and liabilities:

Accounts receivable

(957,881 )

(166,752 )

Prepayment and other current assets

(334,084 )

(723,733 )

Inventory

221,207

Lease security deposit

1,656

Due from related party

Advances from customers

Accounts payable

(18,554 )

Income taxes payable

(29,948 )

(51,920 )

Operating lease liabilities

(47,406 )

Accrued liabilities and other payables

27,057

(53,861 )

Net cash (used in) operating activities

(1,687,149 )

(2,000,182 )

Cash flows from financing activities:

Repayment of working capital advance to related party

(10,771 )

Operating expenses directly paid by shareholders

Working capital advance from related party

8,500

Proceeds received from public or private offerings

5,439,333

Deferred offering costs incurred

(219,125 )

Net cash provided by financing activities

5,217,937

Net (decrease) increase in cash

(1,687,149 )

3,217,755

Cash, beginning

2,405,352

413,129

Cash, ending

$ 718,203

$ 3,630,884

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

$ –

Deferred offering costs net against proceeds from public offering

$ –

$ 714,481

* * * * *

5

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