Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Tianci International, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
88631G205 (CUSIP Number) |
Robert Brantl, Esq. 181 Dante Avenue, Tuckahoe, NY, 10707 917-513-5701 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 88631G205 |
| 1 |
Name of reporting person
Shufang Gao | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,100,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.68 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 88631G205 |
| 1 |
Name of reporting person
RQS Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,100,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
57.48 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Tianci International, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Unit 1109, Lippo Sun Plza, 28 Canton Rd, Tsim Sha Tsui, Kowloon,
HONG KONG
, 999077. |
| Item 2. | Identity and Background |
| (a) | Shufang Gao; RQS Capital Limited |
| (b) | Room 12XB, Block B, Building 2, Jiazhaoye Shanhaiyuan, Mingzhu Avenue Yanian District, Shenzhen, Guangdong 518083 P.R. China |
| (c) | Shufang Gao is the CEO of Tianci International Inc. RQS Capital Limited is Shufang Gao's personal holding company. |
| (d) | N/A |
| (e) | N/A |
| (f) | Shufang Gao is a citizen of the People's Republic of China. RQS Capital Limited is organized in the British Virgin Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On January 27, 2023, RQS Capital acquired from the Issuer, for a cash price of $18,301, Series A Preferred Stock that it subsequently converted into 6,100,362 shares of Common Stock. On April 24, 2024, RQS Capital acquired from the Issuer, for a cash price of $80,000, Series B Preferred Stock that on November 5, 2025 it converted into 8,000,000 shares of Common Stock. Both cash payments were made from working capital of RQS Capital. | |
| Item 4. | Purpose of Transaction |
The purpose of the transactions was investment. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 14,150,363 shares of Common Stock, representing 57.48% of the outstanding. |
| (b) | RQS Capital and Shufang Gao, as Director of RQS Capital, share voting and dispositional authority over the shares. |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement between Shufang Gao and RQS Capital Limited dated November 6, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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