Overview

TEMIR CORP. ("Temir" or the "Company") is a corporation established under the
corporation laws in the State of Nevada on May 19, 2016. The Company commenced
operations in tourism. Temir Corp. was a travel agency that organized individual
and group tours in Kyrgyzstan, such as cultural, recreational, sport, business,
ecotours and other travel tours.



On July 15, 2019, the Company's principal office relocated to Room 1204-06,
12/F, 69 Jervois Street, Sheung Wan, Hong Kong. On January 15, 2020, the
Company's principal office has been relocated to Suite 1802-03, 18/F, Strand 50,
50 Bonham Strand, Sheung Wan, Hong Kong. The management of Temir Corp is
planning to restructure the Company's business from travel agency to a Fintech
company with major business focusing on financials services and using the
internet, mobile devices, software technology or cloud services to perform or
connect with financial services.



JTI Group



On April 2, 2020, the Company entered into a Sale and Purchase Agreement (the
"Agreement"), by and among the Company, JTI Financial Services Group Limited
("JTI"), a Hong Kong corporation, and Ace 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
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, 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 Yip
and Mr. Brian 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
("JF"), Concept We Mortgage Broker Limited ("CW"), JTI Property Agency Limited
("JP") and JTI Asset Management Limited ("JA"). On May 17 2021, TEMIR CORP.
incorporated Temir Logistics Industrial Park Limited, which is incorporated in
Hong Kong and principally engaged in investment holding. The principal
activities of JTI are provision of diversified financial services through its
wholly owned subsidiaries incorporated in Hong Kong.



JF is a licensed money lender in Hong Kong, holding a money lender license no.
1662/2021 granted by the licensing court of Hong 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 in Hong Kong.



                                       19





CW is one of the active mortgage brokers in Hong 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 in Hong Kong, holding an estate agent's license
granted by Estate 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 Hong Kong or in other jurisdiction, aiming to provide fund management services globally.

Transaction re Bac Giang International Logistics Co., Ltd.





On May 20, 2021, the Company, Hainan Qicheng Asset Management Joint Stock
Company ("Hainan") and Temir Logistics entered into a sale and purchase
agreement ("SPA"), pursuant to which the Company shall issue 930,233 shares of
the Company at a price of $21.5 per share, valued at $20,000,000 in exchange of
10% shareholding in Bac Giang International Logistics Co., Ltd. Bac Giang is a
company incorporated in the Socialist Republic of Vietnam, the principal
business of which is to build and run a modern international logistics park in
Bac Giang Province, Vietnam. 930,233 shares of the Company were issued to the
nominee of Hainan on June 8, 2021. Based on the SPA, 930,233 shares were issued
within one month from the signing date of SPA. The transfer of shares of Bac
Giang will be completed within 3 years from the date of SPA.



Temir Logistics is a wholly owned subsidiary of the Company, which is
incorporated in Hong Kong on May 17, 2021, principally engaged in investment
holding. It was intended to invest in Bac Giang International Logistics Co.,
Ltd.
On August 25, 2021, the Company, Hainan and Temir Logistics entered into a SPA
Termination agreement (the "Termination Agreement") to terminate all of the
rights and obligation of the SPA entered on May 20, 2021 and to cancel the
930,233 shares issued to the nominee. 930,233 shares were cancelled on September
16, 2021.



Transaction re eDDA platform




On May 5, 2021, (i) Direct Assistance Limited, a wholly owned subsidiary of EFT
Solutions Holdings Limited (a company listed on GEM of The Stock Exchange of
Hong Kong Limited), (ii) 2Go Investments Group Limited and (iii) JTI formed eDDA
Solutions Limited ("eDDA"), a company incorporated in Hong Kong with limited
liability, which will be principally engaged in the business of sales and
maintenance services for the electronic direct debit authorization ("eDDA
platform"). JTI has contributed share capital of $1 (HK$10), representing a 10%
shareholding of eDDA. eDDA has not commenced operations as of the date of
approval of this report.



Impact of COVID-19



The spread of the coronavirus ("COVID-19") around the world has caused
significant business disruption in year 2020 and 2021. In March 2020, the World
Health Organization declared the outbreak of COVID-19 as a global pandemic,
which continues to spread around the world. Our business continues to be
impacted by the COVID-19 pandemic. Significant COVID-19 related restrictions,
including those in response to the outbreak of the Delta variant and the Omicron
variant, have continued and in some instances, have been significantly
tightened, in markets in which we operate. 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 years 2021 and 2022.



                                       20





RESULTS OF OPERATIONS




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 of February 28, 2022, we have suffered recurring losses from operations, and
record an accumulated deficit and a working capital deficit of $1,070,086 and
$618,805, 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.



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 (including the new variants of the virus, such as the Delta
and Omicron variants), the travel or quarantine policies implemented, 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 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 February 28, 2022 and 2021:





                                          Six months ended
                                             February 28
                                         2022           2021

REVENUE                               $  121,113     $   83,784

Cost of revenue                         (113,954 )      (80,754 )

GROSS PROFIT                               7,159          3,030

General and administrative expenses (120,043 ) (102,559 )



LOSS FROM OPERATIONS                    (112,884 )      (99,529 )

Other Income                               5,128            965

Loss before income tax                  (107,756 )      (98,564 )
Income tax expense                             -           (402 )

NET LOSS                              $ (107,756 )   $  (98,966 )




Revenue and cost of revenue



During the six months ended February 28, 2022, the Company generated revenue of
$121,113 compared to $83,784 for the six months ended February 28, 2021,
representing an increase of approximately 44.55%. Cost of revenue was $113,954
for the six months ended February 28, 2022 compared to $80,754 for the six
months ended February 28, 2021, representing an increase of approximately
41.11%. The revenue generated and cost of revenue were derived from our mortgage
referral fee for both years. The increase of income and cost of revenue benefit
from the increasing demand of mortgage.

General and administrative expenses


During the six months period ended February 28, 2022, we incurred $120,043
general and administrative expenses compared to $102,559 during the six months
ended February 28, 2021, representing an increase of approximately 17.05%.
General and administrative expenses incurred generally related to corporate
overhead, financial and administrative contracted services, such as legal and
accounting and developmental costs.



                                       21





Net loss



As a result of the cumulative effect of the factors described above, our net
loss for the six months period ended February 28, 2022 was $107,756 compared to
net loss of $98,966 during the six months ended February 28, 2021.

The following table sets forth key components of our results of operations for the three months ended February 28, 2022 and 2021:





                                        Three months ended
                                            February 28
                                        2022          2021

REVENUE                               $  51,480     $  71,402

Cost of revenue                         (47,977 )     (68,991 )

GROSS PROFIT                              3,503         2,411

General and administrative expenses (84,577 ) (39,668 )



LOSS FROM OPERATIONS                    (81,074 )     (37,257 )

Other income                              5,128           965

Loss before income tax                  (75,946 )     (36,292 )
Income tax expense                            -          (314 )

NET LOSS                              $ (75,946 )   $ (36,606 )




Revenue and cost of revenue



During the three months ended February 28, 2022, the Company generated revenue
of $51,480 compared to $71,402 for the three months ended February 28, 2021.
Cost of revenue was $47,977 for the three months ended February 28, 2022
compared to $68,991 for the three months ended February 28, 2021. The revenue
generated and cost of revenue were derived from our mortgage referral fee for
both years. The decrease of income and cost of revenue is due to the continuous
outbreak of pandemic in Hong Kong in this quarter.

General and administrative expenses


During the three months period ended February 28, 2022, we incurred $84,577
general and administrative expenses compared to $39,668 during the six months
ended February 28, 2021. General and administrative expenses incurred generally
related to corporate overhead, financial and administrative contracted services,
such as legal and accounting and developmental costs. The increase of general
and administrative expenses is due to increase in professional fees.



Net loss



As a result of the cumulative effect of the factors described above, our net
loss for the three months period ended February 28, 2022 was $75,946 compared to
net loss of $36,606 during the three months ended February 28, 2021.

LIQUIDITY AND CAPITAL RESOURCES





Working Capital



                             February 28,       August 31,
                                 2022              2021
Cash and cash equivalents   $        8,377     $      9,727
Total current assets                32,060           51,908
Total assets                        32,061           51,909
Total liabilities                  650,865          562,957
Accumulated deficit              1,070,086          962,330
Total deficit               $      618,804     $    511,048




                                       22

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,
                                                        2022         2021

Net cash provided by (used in) operating activities $ 6,108 $ (59,252 ) Net cash from investing activities

                           -             -

Net cash (used in) provided by financing activities (7,458 ) 58,708



Net decrease in cash and cash equivalents               (1,350 )        (544 )
Cash and cash equivalents, beginning of period           9,727

2,580


CASH AND CASH EQUIVALENTS, END OF PERIOD              $  8,377     $   2,036

Cash Flows from Operating Activities


For the six months period ended February 28, 2022, net cash flows provided by
operating activities were $6,108, primarily resulted from net loss of $107,756
with an increase of accounts payable of $13,930, offset by an increase of
accounts receivable of $6,248 and increase of amount due to a related company of
$189,545. For the six months period ended February 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.

Cash Flows from Financing Activities


Cash flows used in financing activities during the six months period ended
February 28, 2022 was $7,458, consisting of advances from a shareholder,
advances from a related company and repayment to a related company. Cash flows
provided by financing activities during the six months period ended February 28,
2021 was $58,708, consisting of $315,873 advances from a shareholder, $251,011
repayment to a shareholder and $6,154 repayment to a related company.

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 of
November 30, 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       $ 321,832     $  321,832     $         -     $        -     $          -
Amount due to a related company     226,740        226,740               - 

            -                -
Lease                                54,000         54,000               -              -                -
Total                             $ 602,572     $  602,572     $         -     $        -     $          -




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.



                                       23

© Edgar Online, source Glimpses