CIIT 10-K & 10-Q changes, risk factors and insider trading

Investing in our common stock involves a high degree of risk. You Before investing in our common stock, you should carefully consider the risks described belowbelow, togetheras well with all ofas the other information contained in this Report, including the our consolidated financial statements and the related notes,notes. beforeIn decidingaddition, whetherwe may face additional risks and uncertainties not currently known to purchaseus, anyor shareswhich as of the date of this registration statement we might not consider significant, which may adversely affect our common stock.business. If any of the following risks is realized,occur, our business, financial condition or operating and results of operations could be materially suffer.adversely affected. In thatsuch event,case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose allpart or partall of your investment.

The logistics logistics services Roshing provides are subject to accident risks, including ship collisions, cargo damage, and cargo loss. Such events can result in significant financial costs, legal liability, and reputational damage. In addition, Roshing’s logistics service involveinvolves handling handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across Roshing’s Roshing’s logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers. Bulk Bulk merchandise and containers in its network may be delayed, stolen, damaged or lost during delivery for various reasons, and we may be perceived or found liable for such incidents. Unsafe items, such as flammables and explosives, toxic or corrosive items and radioactive materials, materials, may damage other bulk merchandise and containers in shipping process, harm the personnel and facilities of the third-party shipping suppliers, or even injure the recipients. Furthermore, if Roshing fails to prevent prohibited or restricted items from entering into its network and if it participates in the facilitatefacilitating transportation and delivery of such items unknowingly, Roshing may be subject to administrative or even criminal penalties, and if any personal injury or property damage is concurrently caused, it may also be liable for civil compensation.

Roshing is also subject to worker health and safety laws and regulations that may expose us to costs and liabilities, potentially affecting its results of operations, competitive position, and financial condition adversely. These laws and regulations are stringent and comprehensive, governing the health and safety of Roshing’s and workers of third-party shipping suppliers during operations. For further details, please refer to the section titled “Regulations related to employment and labor protection” beginning on page 83.

Roshing charters cargo space and container loads loads from shipping suppliers based on a certain volume and then sub-charters that space to our customers under an order contract. Roshing obtains obtains cargo space and container loads through direct booking and block space arrangements. Pursuant to the block space agreements, it is committed to paying for the agreed cargo space and container loads irrespective of whether it could fully utilize the allotted space. In the event it cannot fully utilize the cargo space and container loads it sourced (i.e. the actual customers’ demand for the cargo space and container loads is less than the amount of cargo space and container loads it sourced), Roshing has to sell excess cargo space and container loads. RoshingRoshing, howeverhowever, cannot assure that there will not be instances where, for example, due to (a) departure timetable of the vessel; (b) popularity of the route; or (c) seasonality factors, it is unable to fully consolidate/co-load all the excess cargo space and container loads it purchased from our suppliers. In case Roshing cannot fully utilize the cargo space and container loads it obtained from its suppliers, Roshing may have to bear the costs of all the excess cargo space and container loads it purchased and its business and results of operations could be adversely affected.

Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact on its operations.

As we have not achieved significant scale, we had and expect to continue to have customer concentration. The revenue generated to date by our business has come from a small number of customers. During the year ended July 31, 2023,2025, two customers were responsibleaccounted for over 52%68.9% of our revenue. During the year ended July 31, 2024, three customers were responsibleaccounted for overapproximately 84% of our revenue. In order for Tianci to be viable as a public company, we must increase our revenue. To accomplish that, we must expand our customer base. If we fail to multiply our customers, Tianci’s stock may have no significant value. There are inherent risks whenever a large percentage of revenues are concentrated with a limited number of customers. We are unable to predict the future level of demand for our services that will be generated by these customers. In addition, we cannot assure that any of our customers in the future will not cease purchasing logistics services from us, or that our cooperating agents will continue introducing clients to us. Should they favor logistics services from our competitors, significantly reduce orders, or seek price reductions in the future, any such event could have a material adverse effect on our revenue, profitability, and results of operations.

We may become an attractive target for intellectual property attacks in the future with the increasing recognition of our brand. Any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, there can be no assurance that (i) all of our intellectual property rights will be adequately protected, or (ii) our intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. As of the date of thisthe report,Report, we have only two domain names: roshing.com and tianci-ciit.com. We have not owned or had had rights to any other intellectual property, such as patents, copyrights, trademarks, etc.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The Mainland China laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing. However, However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected and such measuredmeasures could materially decrease the value of our common stock.

On April 21, 2020, the SEC Chairman and PCAOB Chairman, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or havehaving substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

MichaelBush T.& Studer Associates CPA P.C.LLC issued the audit report for our Company for the years ended July 31, 20232025 and 2022.July Michael31, T.2024. StuderBush & Associates CPA P.C.LLC serves as an auditor of companies that are traded publicly in the United States and is a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. MichaelBush T.& StuderAssociates CPA P.C. LLC is headquartered in Freeport,Henderson, New YorkNevada and has been inspected by the PCAOB on a regular basis. On September 11, we dismissed Michael T. Studer CPA P.C. and engaged Bush & Associates CPA as the Company’s independent public accounting firm for the year ending July 31, 2024. Bush & Associates CPA, an independent registered public accounting firm, has its principal office in Henderson, Nevada and is subject to PCAOB inspections.

The PCAOB is continuing to demand complete access in Mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in Mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act and/or the AHFCAA. And weWe cannot assure you that the NASDAQ Capital Market or other regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

In addition, where Roshing employs any employees, it is required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and make severance payments or long service payments. See “Business of the Company - Regulations — Regulations Related to our Business Operation Operation in Hong Kong — Regulations related to employment and labor protection” for details. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. For example, under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), an employer who fails to comply with the ordinance to secure an insurance cover commits an offence and is liable on conviction upon indictment to a maximum fine of HK$100,000 (approximately US$13,000) and imprisonment for two years. Under the Mandatory Provident Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), an employer who, without reasonable excuse, fails to enroll employees in in an MPF scheme pursuant to the ordinance commits an offence and is liable on conviction to a fine of HK$350,000 (approximately US$45,000) and to imprisonment for three years. Therefore, failure to comply with applicable laws and regulations concerning employment and labor protection by Roshing may result in material and adverse effect on Roshing’s business, our financial condition and operating results. As of the date of this report,Report, we believe that Roshing is in compliance with applicable Hong Kong laws and regulations concerning employment and labor protection in all material respects.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. Some of our directors and officers are Hong Kong nationals or residents. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in thethis report.Report. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

On June 10, 2021, the Standing Committee of the the National People’s Congress promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law requires requires that data shall not be collected by theft or other illegal means, and it also provides for a data classification and hierarchical protection protection system. The data classification and hierarchical protection system protects data according to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used, which protection system is expected to be built by the state for data security in the near future. On November 14, 2021, the CAC published the Regulations on the Data Security Administration Administration Draft, or the Data Security Regulations Draft, to solicit public opinion and comments. Under the Data Security Regulations Draft, an overseas initial public offering to be conducted by a data processor processing the personal information of more than one million individuals shall apply for a cybersecurity review. Data processor means an individual or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. Currently we do not expect the Cybersecurity Review Measures to have an impact on the business and operations of our Hong Kong operating subsidiary, Roshing, orbecause any offering, because (i) Roshing is incorporated and primarily operating in Hong Kong without any subsidiary or VIE structure in Mainland China; and (ii) as of the date of this report, Roshing haswas not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review forin connection with its recent public offering. Based on laws and regulations currently in effect in the PRC as of the date of this report,Report, we believe Roshing is not required to pass the cybersecurity review of the CAC in order to list our common stock in the U.S.

On February 17, 2023, the CSRC promulgated the the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”), which which took effect on March 31, 2023. Compared to the Draft Filing Measures, the Trial Measures further clarified and emphasized that the comprehensive comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the majority of senior managers in charge of its business operation and management are Chinese citizens or domiciled in mainland China. Furthermore, the Trial Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator; and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing; and (iii) file with the CSRC within three business days upon the completion of subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities.listing.

As the Trial Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when the Company is subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based on laws and regulations currently in effect in the PRC as of the date of this report,Report, we believe we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Measures before our common stock can be listed or offered in the U.SU.S. because a) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, and b) none of our business activities are conducted in Mainland China, and our main places of business are not located in Mainland China, and the majority of senior managers in charge of our business operation and management are Hong Kong citizens and domiciled in Hong Kong.

In the opinion of our PRC counsel, Jiangsu Junjin Law Firm, asAs of the date of this report,Report, on the basis that (i) we are a Nevada company and our only operating subsidiary, Roshing, is a Hong Kong company and is headquartered in Hong Kong, neither entity has operations in Mainland China; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are us controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (iv) only a few of Roshing’s customers are Mainland China residents, which contributed 5.2%0.4% and 0.4%nil of our revenue for the years ended July 31, 20232024 and 2024,2025, respectively; (v) the majority of our senior managers in charge of the Company’s business operation and management are Hong Kong nationals and domiciled in Hong Kong; and (vi) all of Roshing’s employees are Hong Kong residents, it is our opinion that we and our subsidiaries are not required to obtain any permissions or approvals from the Mainland China authorities for consummating any offering, authorities, including but not limited to the CSRC, to operate Roshing’s business or to list our securities on the U.S. exchanges and offer securities, including but not limited to issuing our common stock to foreign investors. We and our subsidiaries have not applied for, or been denied of any such permissions or approvals from the authorities of Mainland China. In addition, init theis our opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this report,that we are not subject to the the cybersecurity review by the CAC over data security and futureour offeringofferings because we are a Nevada company and our only operating subsidiary is a Hong Kong company, and neither entity has operations in Mainland China.

Further, we expect that weour and our subsidiaries’ operations will continue to be conducted in Hong Kong, as is the case as of the date of this report.Report. Therefore, we believe that the chance that we and our subsidiaries will be required to obtain any permissions or approvals from the governmental authorities of Mainland China for our operations, or the listing of our securities on the U.S. exchanges and the offering of our securities in the future is very remote. If (i) we and our subsidiaries do not receive or maintain such permissions or approvals, should such approvals be required in the future by the PRC government, (ii) we and our subsidiaries inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offeredoutstanding may substantially decline in value and become worthless. Consequently, our operations and financial condition could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.

Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments and the listing of our Ordinarycommon Sharesstock on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between Mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our common stock to significantly decline or become worthless.

On May May 10, 2024, the company paid USD 20,184.43$20,184.43 by check to IRS for the tax period ending July 31, 2023.

ThereAn canactive, beliquid, and no assurances that an active tradingorderly market may develop for our common stock,stock ormay ifnot developed, be maintained.develop.

Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our Stockholders, which could adversely affect the rights rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 80,000 shares shares of Series A Preferred Stock and 20,000,000 shares of undesignated preferred stock. The Board of Directors has the authority, without stockholder 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, which could decrease the relative voting power of our common stock or result in dilution to our existing Stockholders.

On April 24, 2024, Tianci sold 80,000 shares of of Series B Preferred Stock to RQS Capital. The shares were sold for a cash payment of $80,000. Each share of Series B Preferred Stock may may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. As of of the date of thethis report,Report, none of the shares of Series B Preferred Stock have been converted, and RQS Capital does not intend to convert its shares of Series B Preferred Stock into shares of common stock at the date of the report; however, the shares of Series B Preferred Stock may be converted into shares of common stock at any time at the option of RQS Capital.converted.

The publication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances assurance can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

Shufang Gao, the Chief Executive Officer of Tianci, through his 60% holding in RQS Capital, which has 61.89% of the voting power, together with common stock owned by himself, controls securities securities with 62.11%57.7% of the voting power in Tianci. As a result, Mr. Gao will have the ability to:

In addition, Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control ofover us, which in turn could reduce our stock price or prevent our Stockholders from realizing a premium over our stock price.

Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock, up to 80,000 shares of Series A Preferred stock, up to 80,000 shares of Series B Preferred stock, and up to 19,920,000 shares of undesignated preferred stock. Of those shares, approximately 103,048,197 shares remain available for issuance. Our Board of Directors will continue to have the authority to issue additional shares of common stock without consent of any of our stockholders, unless stockholder’s approval is required under law or under Nasdaq Rule 5635 which, among other things, requires stockholder approval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listed company’s common stock or securities convertible into common stock, calculated on a post-transaction basis. If our management determines to issue shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtain stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction. In addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and other rights of holders of the preferred stock. The Board, therefore, could use the Preferred Stock to give an investor group disproportionate voting rights or priority over the common stock in the allocation of benefits from the operations of Roshing, including preferential dividends. The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial by the common stockholders.

Our primary line of business is global shipping logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and booking, the transportation arrangementarrangement, and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carriercarriers or non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue duringsince year ended July 31, 2024.2023. Shufang Gao, our Chief Executive OfficerOfficer, previously worked for a globally renowned shipping conglomerate, withacquiring over 20 years of management experience. His expertise spans shipping operation management,management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea,Korea and Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates a small portion of its revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a numbermultitude of factors. Among the significant factors which are set forth below.:

Economic Conditions in Hong Kong. We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control,conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

International Trade Environment. The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic orand social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of theirour direct customers that are beyond theirour control. If sales in a particular geographical market in which our direct customers target operate in decline, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward services and adversely affect our results of operations.

Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner. A significant portion of our cost of revenue is the feefees that we paidpay to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively controlcontrolling the cost.

Results of OperationsOperation

ForComparison of the year years ended July 31, 20242025 and 20232024

The breakdown of ourOur cost of revenues from isour revenue categories are summarized as follows:

Our cost of revenues from global logistics services represented 98% of total cost of revenues forduring both of the yearyears ended July 31, 2025 and 2024. Cost of global logistics services primarily include theincludes cargo space charged by direct ocean carriers, fees charged by freight forwarders,forwarders fees charged forand ancillary logistics services services, and compensation expenses we paid to our logistics employees.fees.

Our gross profits and gross marginfrom each of each businessour linerevenue categories are summarized as follows:

Our income tax expense expenses amounted to $5,833 and $35,906 for the yearyears ended July 31, 20242025 asand compared2024, to $12,095 for the year ended July 31, 2023.respectively. The change was due to the increaseloss we incurred this year as a result of increases in revenue generatedoperating during the period.expenses.

TotalAs a result of the foregoing, we incurred a net loss of $2,686,357 and a net income wasof $110,320 for the year years ended July 31, 2024.2025 and 2024, respectively. As the Company owns only 90% shares of its operating subsidiary, Roshing, 10% of the net income generatedrealized by Roshing was was attributed to the minority interest. As a result,Therefore, the net incomeloss for the yearyears ended July 31, 2025 and 2024 attributable to the shareholders shareholders of the Company was $54,450.$2,640,789 In comparison, during the year ended July 31, 2023, the Company incurredand a net lossincome of $341,210. We$54,450, believe our pivot to the logistics market gives our shareholders an opportunity to benefit from the opportunity presented by this market as the global economy recovers from the pandemic.respectively.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of July 31, 2024,2025, despite a net loss of $2,686,357 for the year ended July 31, 2025, we had working capital of $788,354,$2,905,601, aswhich consisted primarily of cash in the amount of $ 2,405,352 that was a portion of the amount we received upon the completion of our cashpublic amounted to $413,129, our current assets were $910,305 and our current liabilities were $121,951.offering. To date, we have financed our operations primarily through capital contributions and advances from shareholders, as well as private investors.placements Atof Julyequity, 31, 2024 we owed $2,271 to our related parties (See Note 4 toand the financial statements).public offering of common stock.

We believe that our liquidity and working capital will be sufficient to sustain our business operationoperations for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other adverse developments or if the company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

We started providing shipping logistics& freight forwarding services during the quarter ended October 31,in 2023. Although the business grew rapidly this year,quickly, we may require significant capital expenditureexpenditure, such inas order toacquiring obtaintransportation additionalassets, for developing our market share. If we determineddetermine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. TheAny incurrenceloans ofthat indebtednesswe may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in place amounts or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the years ended July 31, 202431,2025 and 2023.2024.

The company had no investing activities during the yearyears ended July 31, 20242025 and 2023.2024.

Economic Conditions in Hong Kong. We are a Nevada companycorporation with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Comparison of results for the three months ended JanuaryApril 31,30, 2026 and 2025

Comparison of results for the six nine months ended JanuaryApril 31,30, 2026 and 2025

For the three months ended JanuaryApril 31,30, 2026, our total revenue increased significantly to $3,884,684$4,310,521 from $2,079,203$1,948,215 for the three months ended JanuaryApril 31, 30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,315,855 $1,418,552 to our total revenue for the three months ended JanuaryApril 31,30, 2026, representing approximately 34%33% of our revenue in the quarter ended January 31,April 30, 2026. Revenue generated from our core global logistics services increased $461,277$369,371 or 22%,19%, to $2,531,360$2,271,363 from $2,070,083.$1,901,992. The logistics service revenue represented 65%53% of our total revenue in the three months ended JanuaryApril 31,30, 2026. Other service revenue, which contributed 14.4% of our total revenue for the three months ended April 30, 2026, increased by $574,383, approximately 1200%, from $46,223 for the three months ended April 30, 2025 to $620,606 for the three months ended April 30, 2026. The increase in other service revenue was primarily driven by growth in business consulting services resulting from increased client demand for international business development. Going forward, we expect that our business consulting services will continue to make a significant contribution to our revenue, and we believe our consulting services revenue will expand.

For the sixnine months ended JanuaryApril 31,30, 2026, our total revenue increased significantly to $7,702,911$12,013,432 from $5,060,143$7,008,358 for the sixnine months ended JanuaryApril 31,30, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,821,320$3,239,872 to our total revenue for the sixnine months ended JanuaryApril 31,30, 2026, representing approximately 24%27% of our revenue in sixnine months ended JanuaryApril 31,30, 2026. Revenue generated generated from our core global logistics services increased $917,465$1,286,836 or 19%, to $5,747,241$8,018,604 from $4,829,776.$6,731,768. The logistics service revenue represented represented 75%67% of our total revenue in the sixnine months ended JanuaryApril 31,30, 2026.

Our cost of global logistics services represented 66.5%60.5% and 99.8% of total cost of revenues during the three months ended JanuaryApril 31,30, 2026 and 2025, respectively. Our Our cost of global logistics services represented 78%72% and 97% of total cost of revenues during the sixnine months ended JanuaryApril 31,30, 2026 and 2025, 2025, respectively. Cost of global logistics services primarily includes cargo space charged by direct ocean carriers, freight forwarders and and ancillary logistics services fees. Our cost of revenues from cost of mineral products represented 33.2%39.2% of total cost of revenues during during the three months ended JanuaryApril 31,30, 2026. Our cost of revenues from cost of mineral products represented 22%28% of total cost of revenues during during the sixnine months ended JanuaryApril 31,30, 2026.

Total cost of revenue increased by 90%91% from $1,995,569$1,890,232 to $2,522,643$3,613,032 for the three months ended JanuaryApril 31,30, 2026, and increased by 72%63% from $4,751,734$6,641,966 to $7,228,350$10,841,382 for the sixnine months ended JanuaryApril 31,30, 2026. The increase was primarily attributable to the launch of our new global mineral trading business as we source mineral products from suppliers. Cost of logistics services increased $527,074,$300,189, or 26%16% for the three months ended JanuaryApril 30, 31, 2026 and increased $3,081,657,$1,318,055, or 67%20% for the sixnine months ended JanuaryApril 31,30, 2026, which was in line with the increase in logistics business business revenue in the same period.

There was a significantdecrease increase in operating expenses in the three andmonths sixended April 30, 2026, but an increase in the nine months ended JanuaryApril 31,30, 2026 as compared to the same periodperiods last year. Our operating expenses primarily include payroll expenses, commissions, advertising, rentrent, and professional fees relating to our obligations as a public company. ThereThe was an increasedecrease of $291,053$408,442 in our general and administrative expenses, from $171,211 $960,583 for the three months ended January 31,April 30, 2025 to $462,264$552,141 in the three months ended JanuaryApril 31,30, 2026, and an increase of $639,308 in our general and administrative expenses, from $431,604 for the six months ended January 31, 2025 to $1,070,912 in the six months ended January 31, 2026. The significant increase in general and administrative expenses was primarily attributable to expenses we incurred in the three months ended April 30, 2026 as an indirect result of the public offering we completed in that quarter, including audit expenses, merger and acquisition consulting expenses, and public relations expenses. The increase of $230,866 in auditour general and accounting administrative expenses, from $1,392,187 for the nine months ended April 30, 2025 to $1,623,053 in the nine months ended April 30, 2026 was primarily attributable to increases in payroll, rent expenses, Nasdaq listing expenses, travel expenses, and certain professional consulting services fees as we scale up our operation operations as a public listed company. Management expects that general and administrative expenses will remain elevated in the foreseeable future as we continue to incur additional costs associated with operating as a public company.

The increase in general and administrative expenses was partially offset by a decrease in selling and marketing expenses, which were $89,580$119,580 for the sixnine months ended JanuaryApril 31,30, 2026, as compared to $100,224$163,924 for the same period in last fiscal year. The reduction evidences our continuing efforts to operate with less dependence on brokers for business development and to reduce commission-based expenses.

Our income tax expense amounted to $0$23,717 for the three and sixnine months ended JanuaryApril 31, 2026, as compared to $4,702income tax benefits of $6,891 and $6,891$nil for the three and sixnine months ended January April 31, 2025, respectively. The change was due to the decreaseincrease in operating income generated by Roshing during this period.

Net Income (Loss)

As a result of the foregoing, we incurred a net income of $91,545 and a net loss of $417,124 and $685,998$594,453 for the three and sixnine months ended JanuaryApril 31,30, 2026, and a net loss of $110,971 $959,409 and $202,919 $1,162,328 for the three and sixnine months ended JanuaryApril 31,30, 2025, respectively. As the Company owns 90% of its operating subsidiary, Roshing, 10% of the net income or loss realized by Roshing was attributed to minority interest. Therefore, the net lossincome for the three and six months ended January 31,April 30, 2026 attributable to the shareholders of the Company was $399,898$48,726, and $113,351,the respectively.net loss for the nine months ended April 30, 2026 attributable to the shareholders of the Company was $619,270.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of JanuaryApril 31,30, 2026, we had working capital of $2,506,100.$2,596,047. To date, we have financed our operations primarily through capital contributions from shareholders, private placements of equity, and the public offering of common stock.

We started providing shipping & freight forwarding services in 2023 and entered the global mineral trading business duringin the quarter ended July 31,July, 2025. Although the shipping and mineral business grewhas quickly,been growing, we may require significant capital expenditure, such as acquiring transportation assets, for developing our market share. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our shareholders. Any loans that we may secure would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the sixnine months ended JanuaryApril 31,30, 2026 and 2025.

Net cash of $1,682,251$1,687,149 used in operating activities for the sixnine months ended JanuaryApril 31,30, 2026 was primarily the result of our net loss of $685,998,$594,453, an increase of $357,662$334,084 in prepayment and other current assets, and an increase of $561,754$957,881 in accounts receivable, andpartially lesseroffset decreasesby a $221,207 decrease in accounts payable and income taxes payable.inventory.

Net cash of $158,450$2,000,182 used in operating activities for the sixnine months ended JanuaryApril 31,30, 2025 was primarily the result of net loss of $202,919,$1,162,328, an increase of $166,752 in accounts receivable, an increase of $23,249 $723,733 in prepaid expenseexpense, duringa thedecrease periodof to$51,920 ourin serviceincome vendortaxes payable, and a increase decrease of $45,029$53,861 in accrued liabilities following payments from the payment of our profit tax in Hong Kong, all of which wasCompany, partially offset by a $112,747non-cash increaseadjustment inof accrued$158,412 liabilities.representing the value of the warrant we issued to our underwriter.

The company had no investing activities during the sixnine months ended JanuaryApril 31,30, 2026 or 2025.

Net cash usedprovided inby financing financing activities for the threenine months ended JanuaryApril 31,30, 2026 and 2025 was nil and $74,125,$5,217,937, which was attributable to the payment ofto the feesproceeds directly relating tofrom our recent public offering.offering in 2025.

In connection with the preparation of our financial statements for the three and sixnine months ended JanuaryApril 31,30, 2026, there was no accounting estimate we made that that was subject to a high degree of uncertainty and was critical to our results.