Item 1.01 Entry into a Material Definitive Agreement

On April 2, 2020, Temir Corp. (the "Company") as purchaser and Ace Vantage Investments Limited (the "Vendor") as vendor entered into a sale and purchase agreement (the "Agreement") with respect to the acquisition (the "Transaction") of the entire issued share capital of JTI Financial Services Group Limited ("JTI") for a consideration of US$4,686,272, which will be satisfied by the allotment and issue of the shares of the Company. Mr. Roy Kong Hoi Chan ("Mr. Roy Chan"), an executive director and president of the Company, is currently holding 50% shareholding in the Vendor. The remaining 50% equity interest in the Vendor is held by the father of Mr. Roy Chan.

Under the terms and conditions of the Agreement, the Company offered, sold and issued 1,874,508 shares of common stock of the Company as consideration shares (the "Consideration Shares") at the issue price of US$2.5 per Consideration Share for the acquisition of all the issued share capital of JTI. Upon completion on July 6, 2020, the Company would be interested in the entire equity interest in JTI, and as such, JTI becomes a wholly-owned subsidiary of the Company.

On April 29, 2020, the Company as purchaser and the Vendor entered into an amendment (the "Amendment") to the Agreement. Pursuant to the Amendment, the parties have agreed to extend the Long Stop Date (as defined in the Agreement) to June 30, 2020 or such later date as may be agreed between the Vendor and the Company.





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On June 30, 2020, the Company as purchaser and the Vendor entered into a further amendment (the "Second Amendment") to the Agreement and the Amendment. Pursuant to the Second Amendment, the parties have agreed to further extend the Long Stop Date (as defined in the Agreement) to July 31, 2020 or such later date as may be agreed between the Vendor and the Company.

On June 30, 2020, the Company as purchaser and the Vendor entered into a further amendment (the "Third Amendment") to the Agreement, the Amendment and the Second Amendment. Pursuant to the Third Amendment, the parties have agreed to adjust (i) the consideration of the Transaction from US$4,686,272 to US$10,295,455; and (ii) the number of Consideration Shares from 1,874,508 shares to 4,118,182 Consideration Shares. Save as disclosed above, all the other terms in the Agreement remain unchanged and in full force and effect.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information disclosed in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.01.

As described in Item 1.01 above, pursuant to the Agreement, on the Completion of the acquisition of JTI. The disclosures in Item 1.01 of this Form 8-K regarding the transactions contemplated by the Agreement are incorporated herein by reference in its entirety.





                               FORM 10 DISCLOSURE

Set forth below is the information that would be required if the Company was required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock, which is the only class of the Company's securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the transactions contemplated by the Agreement. The information provided below relates to the combined operations of the Company after the acquisition of JTI, except that information relating to periods prior to the date of the reverse acquisition only relate to JTI and its consolidated subsidiaries unless otherwise specifically indicated.





DESCRIPTION OF BUSINESS

Our Corporate History and Background

We were incorporated in the State of Nevada on May 19, 2016. We commence operations in tourism. Our principal office address is located at Suite 1802-03, 18th Floor, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.





Our Temir Business

The Company is a travel agency that organizes individual and group tours in Kyrgyzstan, such as cultural, recreational, sport, business ecotours and other travel tours. Services and products provided by our Company include custom packages according to the client's specifications. We develop and offer our own tours in Kyrgyzstan as well as third-party suppliers.

While we are retaining our Temir business, our primary business has changed, with the acquisition of JTI.





Reverse Acquisition of JTI

On April 2, 2020, the Company as purchaser and the Vendor entered into the Agreement with respect to the acquisition of the entire issued share capital of JTI for a consideration of US$4,686,272, which will be satisfied by the allotment and issue of the shares of the Company. Mr. Roy Chan, an executive director and president of the Company, was holding 50% shareholding in the Vendor prior to the Transaction. The remaining 50% equity interest in the Vendor is held by the father of Mr. Roy Chan.





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Under the terms and conditions of the Agreement, the Company offered, sold and issued 1,874,508 shares of common stock of the Company as Consideration Shares at the issue price of US$2.5 per Consideration Share for the acquisition of all the issued share capital of JTI (the "Transaction").

On April 29, 2020, the Company as purchaser and the Vendor entered into the Amendment to the Agreement. Pursuant to the Amendment, the parties have agreed to extend the Long Stop Date (as defined in the Agreement) to June 30, 2020 or such later date as may be agreed between the Vendor and the Company.

On June 30, 2020, the Company as purchaser and the Vendor entered into the Second Amendment to the Agreement and the Amendment. Pursuant to the Second Amendment, the parties have agreed to further extend the Long Stop Date (as defined in the Agreement) to July 31, 2020 or such later date as may be agreed between the Vendor and the Company.

On June 30, 2020, the Company as purchaser and the Vendor entered into the Third Amendment to the Agreement, the Amendment and the Second Amendment. Pursuant to the Third Amendment, the parties have agreed to adjust (i) the consideration of the Transaction from US$4,686,272 to US$10,295,455; and (ii) the number of Consideration Shares from 1,874,508 shares to 4,118,182 Consideration Shares. Save as disclosed above, all the other terms in the Agreement remain unchanged and in full force and effect. The effect of the issuance is that the Vendor will hold approximately 61.54% of the issued and outstanding shares of common stock of the Company.

The revised consideration has been determined and agreed between the parties on an arm's length basis based on the potential growth of JTI and after taking into account the market conditions, and the Board considers that the entering into of the Third Amendment is fair and reasonable and is in the interest of the Company and its shareholders as a whole.

Mr. Roy Chan, the founder of JTI, an executive director and president of the Company, 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 Yip and Mr. Brian Wong, 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.





                                                                 Amount and
                                                                  Nature of
                                                                 Beneficial         Percentage of
Name and Address of Beneficial Owner                              Ownership         Common Stock

Roy Kong Hoi Chan                                                      629,350                9.40 %
Brian Hung Ngok Wong                                                   244,630                3.66 %
Mark Ko Chiu Yip                                                         1,250                0.02 %
Ace Vantage Investments Limited                                      4,118,182               61.54 %
Total                                                                4,993,412               74.62 %




As a result of the Agreement, JTI is now a wholly-owned subsidiary of the
Company.



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The Transaction with JTI was treated as a reverse acquisition, with JTI as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of August 31, 2019.





Organization & Subsidiaries

There is no subsidiary to the Company prior to the Transaction.

Overview of JTI and its subsidiaries





Summary Financial Information



JTI Background

Mr. Roy Chan, the founder of JTI, has held senior management roles in the . . .

Item 3.02 Unregistered Sales of Equity Securities.

On April 2, 2020, the Company, a Nevada corporation, entered into the Agreement, by and among the Company, JTI, a company incorporated in Hong Kong, and the Vendor.

Under the terms and conditions of the Agreement (and supplemented by the Amendment, the Second Amendment and the Third Amendment), the Company offered, sold and issued 4,118,182 shares of common stock of the Company 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, and JTI is now a wholly-owned subsidiary of the Company.

JTI was incorporated on February 8, 2019 in Hong Kong Special Administrative Region of People's Republic of China. The business of JTI is now our principal business. The principal business of JTI is the provision of diversified financial services through its wholly-owned subsidiaries JF, CW, JP and JA, all of which are companies incorporated in Hong Kong.

The Company offered and sold the shares in reliance on the exemptions from registration provided by Rule 506 and/or Section 4(a)(2) of Securities Act of 1933, as amended (the "Securities Act"), and Rule 903(b)(3) of Regulation S, promulgated under the Securities Act.

Item 5.01 Changes in Control of Registrant.

On April 2, 2020, the Company entered into a Sale and Purchase Agreement, by and among the Company, JTI, a Hong Kong corporation, and the Vendor.

Under the terms and conditions of the Agreement (and supplemented by the Amendment, the Second Amendment and the Third Amendment), the Company offered, sold and will issue 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, an executive director and president of the Company, 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 Yip and Mr. Brian Wong, 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.





                                                                 Amount and
                                                                  Nature of
                                                                 Beneficial         Percentage of
Name and Address of Beneficial Owner                              Ownership         Common Stock

Roy Kong Hoi Chan                                                      629,350                9.40 %
Brian Hung Ngok Wong                                                   244,630                3.66 %
Mark Ko Chiu Yip                                                         1,250                0.02 %
Ace Vantage Investments Limited                                      4,118,182               61.54 %
Total                                                                4,993,412               74.62 %




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Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Filed herewith as Exhibits 99.1 and 99.2 to Form 8-K and incorporated herein by reference are audited consolidated financial statements of JTI for the years ended August 31, 2019 and 2018, and the unaudited consolidated financial statements of JTI for the six months ended February 29, 2020.

(b) Pro Forma Financial Information.

Filed herewith as Exhibit 99.3 to this Form 8-K and incorporated herein by reference is the unaudited pro forma condensed balance sheet as of February 29, 2020, the unaudited pro forma condensed combined statement of operations for the six months ended February 29, 2020 and the notes related thereto.

(c) Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.





 (d) Exhibits:




Exhibit   Description

2.1         Sale and purchase agreement, dated April 2, 2020, by and among JTI
          Financial Services Group Limited, a Hong Kong corporation, and the list
          of subsidiaries of JTI Financial Services Group Limited
2.2         Supplemented by the Amendment, dated April 29, 2020
2.3         Supplemented by the Second Amendment, dated June 30, 2020
2.4         Supplemented by the Third Amendment, dated June 30, 2020
99.1        Consolidated Financial Statements of JTI Financial Services Group
          Limited, a Hong Kong corporation, for the years ended August 31, 2019
          and 2018.
99.2        Unaudited Interim Consolidated Financial Statements of JTI Financial
          Services Group Limited, a Hong Kong corporation, for the six months
          ended February 29, 2020.
99.3        Unaudited Pro forma Condensed Combined Financial Statement for Temir
          Corp., for the six months ended February 29, 2020.




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