CIIT

Tianci International, Inc.

NASDAQ · TECHNOLOGY · COMPUTER COMMUNICATIONS EQUIPMENT

1.88

−0.08 −3.83%

USD · close Oct 23

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MKT CAP $18.2MP/E —DIV YIELD —FCF YIELD —REV TTM $14.3M +51.0%NET INCOME −$2.1MNET CASH —52W 1.88 – 70.00SEC XBRL · TTM TO Invalid Date

How CIIT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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New in FY2025

Risk Factors RISK FACTORS Investing in our common stock involves a high degree of risk.
Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Report, including our consolidated financial statements and the related notes.
In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business.
If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected.
In such case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.
In addition, Roshing’s logistics service involves handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across Roshing’s logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers.
Furthermore, if Roshing fails to prevent prohibited or restricted items from entering into its network and if it participates in facilitating 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.
For further details, please refer to the section titled “Regulations related to employment and labor protection” beginning on page 83.
Risk Related to Other Products & Services Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact its operations.
During the year ended July 31, 2025, two customers accounted for 68.9% of our revenue.
During the year ended July 31, 2024, three customers accounted for approximately 84% of our revenue.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2025.
Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: · There is an inadequate segregation of duties consistent with control objectives.
The Company’s management is limited in number, resulting in a situation where limitations on segregation of duties exist.
In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties.
Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.
Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible. · There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions.
The Company utilizes a third-party independent contractor for the preparation of its financial statements.
Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions.
The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
As of the date of the Report, we have only two domain names: roshing.com and tianci-ciit.com.
Our corporate governance documents include provisions: · limiting the liability of, and providing indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; · providing our board of directors with the express power to postpone previously scheduled annual meetings; · permitting the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and · restricting the ability to adopt a new bylaw upon a majority vote of stockholders.
The Board shall have the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.
However, we are aware that laws, regulations, or policies in Hong Kong could change in the future.
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 measures 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 having substantial operations in emerging markets including China.
Bush & Associates CPA LLC issued the audit report for our Company for the years ended July 31, 2025 and July 31, 2024.
Bush & Associates CPA 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.
Bush & Associates CPA LLC is headquartered in Henderson, Nevada and has been inspected by the PCAOB on a regular basis.
We 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.
See “Regulations — Regulations Related to our Business Operation in Hong Kong — Regulations related to employment and labor protection” for details.
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 this Report.
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, because (i) Roshing is incorporated and primarily operating in Hong Kong without any subsidiary or VIE structure in Mainland China; and (ii) Roshing was not informed by any PRC governmental authority of any requirement that it file for a cybersecurity review in connection with its recent public offering.
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.
As of the date of this 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 few of Roshing’s customers are Mainland China residents, which contributed 0.4% and nil of our revenue for the years ended July 31, 2024 and 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, 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.
In addition, it is our opinion that we are not subject to the cybersecurity review by the CAC over data security and our offerings 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 our and our subsidiaries’ operations will continue to be conducted in Hong Kong, as is the case as of the date of this Report.
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 outstanding may substantially decline in value and become worthless.
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 common stock on a U.S. or other foreign exchanges.

and 23 more.

Gone since FY2024

Risk Factors Investing in our common stock involves risk.
You should carefully consider the risks described below together with all of the other information contained in this Report, including the financial statements and the related notes, before deciding whether to purchase any shares of our common stock.
If any of the following risks is realized, our business, financial condition or operating results could materially suffer.
In that event, the trading price of our common stock could decline and you may lose all or part of your investment.
In addition, Roshing’s logistics service involve handling a large volume of bulk merchandise and containers, through cargo and freights operated by third-party shipping suppliers across Roshing’s logistics services, and face challenges with respect to the protection and examination of these bulk merchandise and containers.
Furthermore, if Roshing fails to prevent prohibited or restricted items from entering into its network and if it participates in the facilitate 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.
Risk Related to Other Products & Services Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact on its operations.
During the year ended July 31, 2023, two customers were responsible for over 52% of our revenue.
During the year ended July 31, 2024, three customers were responsible for over 84% of our revenue.
As of the date of this report, we have only two domain names: roshing.com and tianci-ciit.com.
Our corporate governance documents include provisions: · limiting the liability of, and providing indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; · providing our board of directors with the express power to postpone previously scheduled annual meetings; · permitting the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and · restricting the ability to adopt a new bylaw to a majority vote of stockholders, while the Board has the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.
We may engage in transactions that present conflicts of interest.
The Company’s officers and directors may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an independent third party.
A conflict of interest arises whenever a person has an interest on both sides of a transaction.
While we believe that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and no more than the amount it would otherwise pay to a third party in an “arms-length” transaction, there can be no assurance that any transaction will meet these requirements in every instance.
However, we have been advised by our Hong Kong counsel that laws, regulations, or policies in Hong Kong could change in the future.
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 measured 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 have substantial operations in emerging markets including China.
Studer CPA P.C. issued the audit report for our Company for the years ended July 31, 2023 and 2022.
Studer CPA P.C. 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.
Studer CPA P.C. is headquartered in Freeport, New York 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.
And we cannot assure you that the NASDAQ Capital Market or 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.
See “Business of the Company - Regulations — Regulations Related to our Business Operation in Hong Kong — Regulations related to employment and labor protection” for details.
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 the report.
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, or 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 has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review for public offering.
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;(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.
In the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this 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% and 0.4% of our revenue for the years ended July 31, 2023 and 2024, 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, we and our subsidiaries are not required to obtain any permissions or approvals from the Mainland China authorities for consummating any offering, 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.
In addition, in the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this report, we are not subject to the cybersecurity review by the CAC over data security and future offering 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 we and our subsidiaries’ operations will continue to be conducted in Hong Kong, as is the case as of the date of this report.
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 offered may substantially decline in value and become worthless.
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 Ordinary Shares on a U.S. or other foreign exchanges.
In addition, the SEC has issued statements primarily focused on companies with significant China-based operations.
For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations.
The statement also addressed risks inherent in companies with a VIE structure.
On May 10, 2024, the company paid USD 20,184.43 by check to IRS for the tax period ending July 31, 2023.
Risks Related to Our Common Stock Our common stock is currently quoted on the OTC Pink Market, which may have an unfavorable impact on our stock price and liquidity.
Our common stock is currently quoted on the OTC Pink Market.

and 35 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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