TEMIR CORP. General
We were incorporated in theState of Nevada onMay 19, 2016 . We commenced operations in tourism. We were a travel agency that organized individual and group tours inKyrgyzstan , such as cultural, recreational, sport, business, ecotours and other travel tours. Services and products provided by our company included custom packages according to the client's specifications. We developed and offered our own tours inKyrgyzstan as well as third-party suppliers. OnJanuary 15, 2020 , our principal office relocated to Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand,Sheung Wan ,Hong Kong . Our management is planning to restructure our business from a travel agency to aFintech Company with major business focusing on financials services and using the internet, mobile devices, software technology or cloud services to perform or connected with financial services. Reverse Acquisition of JTI OnApril 2, 2020 , the Company entered into a Sale and Purchase Agreement, by and among the Company,JTI Financial Services Group Limited ("JTI"), aHong Kong corporation, andAce Vantage Investments Limited (equally held by Mr.Roy Kong Hoi Chan (an executive director and president of the Company, "Mr.Roy Chan ") and his father) as vendor (the "Vendor"). Under the terms and conditions of the Agreement (and supplemented by the amendments), the Company offered, sold and issued 4,118,182 shares of common stock in consideration for all the issued and outstanding shares in JTI. The effect of the issuance is that the Vendor now hold approximately 61.54% of the issued and outstanding shares of common stock of the Company. Mr.Roy Chan , the founder of JTI, and Chairman of the board of directors is the holder of 629,350 shares of common stock of the Company prior to the Transaction. The Company's officers and directors, Mr.Roy Chan , Mr.Mark Ko Chiu Yip and Mr.Brian Hung Ngok Wong therefore, control an aggregate of 4,993,412 or 74.62% of the outstanding common stock of the Company, on a fully diluted basis, after the Transaction.
As a result of the agreement, JTI is now a wholly-owned subsidiary of the Company.
The transaction with JTI was treated as a reverse acquisition, with JTI as the acquirer and the Company as the acquired party. As a result of the controlling financial interest of the former stockholders of JTI, for financial statement reporting purposes, the merger between the Company and JTI was treated as a reverse acquisition, with JTI deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with the Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of JTI. (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination and the equity structure (the number and type of equity interests issued) of JTI is being retroactively restated using the exchange ratio established in the share purchase agreement to reflect the number of shares of the Company issued to effect the acquisition. The number of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equity interests of JTI immediately prior to the business combination to the unredeemed shares and the fair value of the Company determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity interests issued) in the consolidated financial statements immediately post combination reflects the equity structure of the Company, including the equity interests the legal acquirer issued to effect the combination. JTI has four wholly owned operating subsidiaries, namely,JTI Finance Limited ,Concept We Mortgage Broker Limited ,JTI Property Agency Limited andJTI Asset Management Limited . The principal activities of JTI are provision of diversified financial services through its wholly owned subsidiaries incorporated inHong Kong .
JF is a licensed money lender inHong Kong , holding a money lender license no. 1403/2020 granted by the licensing court ofHong Kong . JF offers various types of loans including but not limited to personal loan, business loan, credit card consolidation loan and equity pledge loan to its customers inHong Kong . CW is one of the active mortgage brokers inHong Kong . Its revenue is mainly derived from the referral fee from the banks and financial institutions for
the mortgage referral. JP is a licensed property agent inHong Kong , holding an estate agent's license granted byEstate Agents Authority of Hong Kong . Its revenue is mainly derived from the commission provided by the landlord for facilitating the sales or
lease of commercial properties.
JA is a consultancy services company. After the completion of the Agreement, JA
is planning to apply for fund management licenses in
18
Impact of COVID-19
The spread of the coronavirus ("COVID-19") around the world has caused
significant business disruption in year 2020. In March 2020 , the World Health
Organization declared the outbreak of COVID-19 as a global pandemic, which
continues to spread around the world. There is significant uncertainty around
the breadth and duration of business disruptions related to COVID-19, as well as
its impact on the Hong Kong's and global economy. While it is difficult to
estimate the financial impact of COVID-19 on the Company's operations,
management believes that COVID-19 could have a material impact on its financial
results in year 2021.
RESULTS OF OPERATION
The accompanying interim condensed financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As ofFebruary 28, 2021 , we have suffered recurring losses from operations, and record an accumulated deficit and a working capital deficit of$794,434 and$343,152 , respectively. These conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our company as a going concern is dependent upon improving our profitability and the continuing financial support from our shareholders or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet our obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in the case of equity financing. InMarch 2020 , theWorld Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread around the world. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on theHong Kong's and global economy. While it is difficult to estimate the financial impact of COVID-19 on our operations, management believes that COVID-19 could have a material impact on our financial results at this time.
Our interim condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in our company not being able to continue as a going concern.
Results of operations
The following table sets forth key components of our results of operations for
the six months ended
Six months ended
February 28, February 29,
2021 2020
REVENUE $ 83,784 $ 10,096
Cost of revenue (80,754 ) -
GROSS PROFIT 3,030 10,096
General and administrative expenses (102,559 ) (127,991 )
LOSS FROM OPERATIONS (99,529 ) (117,895 ) Other Income 965 13,590 Loss before income tax (98,564 ) (104,305 ) Income tax expense (402 ) - NET LOSS$ (98,966 ) $ (104,305 ) 19 Revenue and cost of revenue During the six months endedFebruary 28, 2021 , the Company generated revenue of$83,784 compared to$10,096 for the six months endedFebruary 29, 2020 . Cost of revenue was$80,754 for the six months endedFebruary 28, 2021 compared to nil for the six months endedFebruary 29, 2020 .
General and administrative expenses
During the six months period endedFebruary 28, 2021 , we incurred$102,559 general and administrative expenses compared to$127,991 during the six months endedFebruary 29, 2020 . General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. The decrease was from the reduced personnel costs and office expenses. Net loss As a result of the cumulative effect of the factors described above, our net loss for the six months period endedFebruary 28, 2021 was$98,966 compared to net loss of$104,305 during the six months endedFebruary 29, 2020 .
The following table sets forth key components of our results of operations for
the three months ended
Three months ended
February 28, February 29,
2021 2020
REVENUE $ 71,402 $ -
Cost of revenue (68,991 ) -
GROSS PROFIT 2,411 -
General and administrative expenses (39,668 ) (126,610 )
LOSS FROM OPERATIONS (37,257 ) (126,610 ) Other Income 965 6,795 Loss before income tax (36,292 ) (119,815 ) Income tax expense (314 ) - NET LOSS$ (36,606 ) $ (119,815 ) 20 Revenue and cost of revenue During the three months endedFebruary 28, 2021 , the Company generated revenue of$71,402 compared to nil for the three months endedFebruary 29, 2020 . Cost of revenue was$68,991 for the three months endedFebruary 28, 2021 compared to nil for the three months endedFebruary 29, 2020 .
General and administrative expenses
During the three months period endedFebruary 28, 2021 , we incurred$39,668 general and administrative expenses compared to$126,610 during the three months endedFebruary 29, 2020 . General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs. The decrease was from the reduced personnel costs and office. Net loss As a result of the cumulative effect of the factors described above, our net loss for the three months period endedFebruary 28, 2021 was$36,606 compared to net loss of$119,815 during the three months endedFebruary 29, 2020 .
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
February 28, August 31,
2021 2020
Cash and cash equivalents $ 2,036 $ 2,580
Total current assets 21,064 2,882
Total assets 21,064 2,882
Total liabilities 364,216 247,068
Accumulated deficit 794,434 695,468
Total deficit $ 342,152 $ 244,186 The following table provides detailed information about our net cash flow for all financial statement periods presented in this report:
Six months ended
February 28 , February 29,
2021 2020
Net cash used in operating activities$ (59,252 ) $ (95,306 ) Net cash from investing activities -
-
Net cash provided by financing activities 58,708
88,554
Net decrease in cash and cash equivalents (544 ) (6,752 ) Cash and cash equivalents, beginning of period 2,580
10,252
CASH AND CASH EQUIVALENTS, END OF PERIOD
3,500
21
Cash Flows from Operating Activities
For the six months period endedFebruary 28, 2021 , net cash flows used in operating activities were$59,252 , primarily resulted from the net loss of$98,966 partially offset by$41,032 rental and expenses payable to a related company. For the six months period endedFebruary 29, 2020 , net cash flows used in operating activities were$95,306 , consisting primarily of net loss of$104,305 and a decrease of other current assets of$16,563 , partially offset by a decrease of accrued liabilities of$7,564 .
Cash Flows from Financing Activities
Cash flows provided by financing activities during the six months period ended
REQUIREMENT FOR ADDITIONAL CAPITAL
We are looking to expand our business in the future. We intend to acquire other companies. We have targeted and located some companies which we believe are suitable and may create synergy through acquisition.
We anticipate that additional funding, if required, will be in the form of equity financing from the sale of shares of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of shares to fund additional expenditures. We do not currently have any arrangements in place for any future equity financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. CONTRACTUAL OBLIGATIONS We had the following contractual obligations and commercial commitments as ofFebruary 28, 2021 . Payment Due by Period Less than More than Total 1 Year 1-3 Years 3-5 Years 5 Years
Amount due to a shareholder$ 238,658 $ 238,658 $ - $ - $ - Amount due to a related company 91,195 91,195 -
- -
Lease payable 36,000 36,000 - - -
Total $ 365,853 $ 365,853 $ - $ - $ -
We believe that our current cash and financing from our existing stockholders
are adequate to support operations for at least the next 12 months. We may,
however, in the future, require additional cash resources due to changed
business conditions, implementation of our strategy to expand our business or
other investments or acquisitions we may decide to pursue. If our own financial
resources are insufficient to satisfy our capital requirements, we may seek to
sell additional equity or debt securities or obtain additional credit
facilities. The sale of additional equity securities could result in dilution to
our stockholders. The incurrence of indebtedness would result in increased debt
service obligations and could require us to agree to operating and financial
covenants that would restrict our operations. Financing may not be available in
amounts or on terms acceptable to us, if at all. Any failure by us to raise
additional funds on terms favorable to us, or at all, could limit our ability to
expand our business operations and could harm our overall business prospects.
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