FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.





General

We were incorporated in the State of Nevada on May 19, 2016. We commence operations in tourism. We commenced operations in tourism. We were a travel agency that organized individual and group tours in Kyrgyzstan, 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 in Kyrgyzstan as well as third-party suppliers.

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, 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 an investment holding with the major business being diversified financials.





Reverse Acquisition of JTI

On April 2, 2020, 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 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.





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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 (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 became interested in the entire equity interest in JTI, and as such, JTI became 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 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 a further amendment (the "Second Amendment") to the Agreement and the Amendment. Pursuant to the Second Amendment, the parties 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 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.

After the issue of 4,118,182 shares of Temir, Ace Vantage will hold 61.54% shareholding of Temir and Mr. Roy Kong Hoi Chan and Mr. Chan Hip Fong will together hold 70.94%.

Upon completion of the Transactions on July 6, 2020, Temir became interested in the entire equity interest in JTI, and as such, JTI became a wholly-owned subsidiary of Temir. 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 will be 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 shares of common stock issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of shares of common stock 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 .





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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 2020.





RESULTS OF OPERATION

The accompanying interim condensed financial statements have been prepared on a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow it to continue as a going concern. We have accumulated deficit from inception (May 19, 2016) to May 31, 2020 of $57,645. These factors among others raise substantial doubt about our ability to continue as a going concern.

Our continuation 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. There can be no assurance that we will be successful in our plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. These 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 inability to continue as a going concern. We believe that our current cash and financing from our existing stockholders are adequate to support our operations for at least the next 12 months.

Three Months Period Ended May 31, 2020 compared to Three Months period ended May 31, 2019





Revenue

During the three months ended May 31, 2020 and May 31, 2019, the Company did not generate any revenue.





Operating Expenses

During the three months period ended May 31, 2020, we incurred total expenses and professional fees of $4,669, compared to $3,876 during the three months ended May 31, 2019.

Our net loss for the three months period ended May 31, 2020 was $4,669 compared to net loss of $3,876 during the three months ended May 31, 2019.





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Nine Months Period Ended May 31, 2020 compared to Nine Months period ended May 31, 2019





Revenue

During the nine months ended May 31, 2020 and May 31, 2019, the Company did not generate any revenue.





Operating Expenses

During the nine months period ended May 31, 2020, we incurred total expenses and professional fees of $11,519, compared to $12,709 during the nine months ended May 31, 2019. General and administrative expenses incurred generally related to legal and auditing services.

Our net loss for the nine months period ended May 31, 2020 was $11,519 compared to net loss of $12,709 during the nine months ended May 31, 2019.

LIQUIDITY AND CAPITAL RESOURCES

As at August 31 2019 and May 31, 2020 our current assets were $0. As at August 31, 2019 and May 31, 2020, our total assets were $0. As at May 31, 2020, our current liabilities were $12,017 compared to $498 as at August 31, 2019.

Stockholder's deficit was $12,017 as of May 31, 2020 compared to $498 as of August 31, 2019.

Cash Flows from Operating Activities

For the nine months period ended May 31, 2020, net cash flows used in operating activities were $9,519, consisting of net loss of $11,519, net of cash inflows from accrued liabilities of $2,000. For the nine months period ended May 31, 2019, net cash flows used in operating activities were $12,208, consisting primarily of net loss of $12,709, net of amortization expenses of $501.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the nine months period ended May 31, 2020 was $9,519 which was advanced by a related company, Ace Vantage Investments Limited, compared to $9,398 during the nine months period ended May 31, 2019, consisting of loan from shareholder. Roy Chan, president of the Company, is also a director of Ace Vantage Investments Limited.





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REQUIREMENT FOR ADDITIONAL CAPITAL

JTI is looking to expand its 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

As of May 31, 2020, the Company has no contractual obligations involved.


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