Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
  1. Homepage
  2. Equities
  3. United States
  4. OTC Markets
  5. Temir Corp.
  6. News
  7. Summary
    TMRR   US87975L1017

TEMIR CORP.

(TMRR)
SummaryQuotesChartsNewsCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (form 10-Q)

01/19/2021 | 12:33pm EDT

General




We were incorporated in the State of Nevada on May 19, 2016. 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 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 a Fintech 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



On April 2, 2020, the Company entered into a Sale and Purchase 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 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 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,
Concept We Mortgage Broker Limited, JTI Property Agency Limited and JTI Asset
Management Limited. The principal activities of JTI are provision of diversified
financial services through its wholly owned subsidiaries incorporated in Hong
Kong.



                                       18




JF is a licensed money lender in Hong Kong, holding a money lender license no.
1403/2020 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.



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.



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 of November 30, 2020, we have suffered recurring losses from operations, and
record an accumulated deficit and a working capital deficit of $757,847 and
$306,565, 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, 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.



                                       19





Results of operations


The following table sets forth key components of our results of operations for the three months ended November 30, 2020 and 2019:



                                        Three months ended
                                            November 30
                                         2020          2019

REVENUE                               $   12,382     $ 10,096

Cost of revenue                          (11,763 )          -

GROSS PROFIT                                 619       10,096

General and administrative expenses (62,891 ) (1,381 )


(LOSS) PROFIT FROM OPERATIONS            (62,272 )      8,715

Other Income                                   -        6,795

(Loss) Profit before income tax          (62,272 )     15,510
Income tax expense                           (88 )          -

NET (LOSS) PROFIT                     $  (62,360 )   $ 15,510



Revenue and cost of revenue




During the three months ended November 30, 2020, the Company generated revenue
of $12,382 compared to $10,096 for the three months ended November 30, 2019.
Cost of revenue was $11,763 for the three months ended November 30, 2020
compared to nil for the three months ended November 30, 2019.



General and administrative expenses

During the three months period ended November 30, 2020, we incurred $62,891
general and administrative expenses compared to $1,381 during the three months
ended November 30, 2019. General and administrative expenses incurred generally
related to corporate overhead, financial and administrative contracted services,
such as legal and accounting and developmental costs. We incurred more expenses
after the reverse acquisition of JTI, which was completed on July 6, 2020.


Net profit (loss)



As a result of the cumulative effect of the factors described above, our net
loss for the three months period ended November 30, 2020 was $62,360 compared to
net profit of $15,510 during the three months ended November 30, 2019.



LIQUIDITY AND CAPITAL RESOURCES



Working Capital



                             November 30,       August 31,
                                 2020              2020
Cash and cash equivalents   $       15,712     $      2,580
Total current assets                16,475            2,882
Total assets                        16,475            2,882
Total liabilities                  323,021          247,068
Accumulated deficit                757,828          695,468
Total deficit               $      306,546     $    244,186




                                       20




The following table provides detailed information about our net cash flow for all financial statement periods presented in this report:



                                                         Three months ended
                                                            November 30,
                                                         2020          2019

Net cash (used in) provided by operating activities $ (43,985 ) $ 13,697 Net cash from investing activities

                             -            

-

Net cash provided by (used in) financing activities 57,117 (22,934 )

Net increase (decrease) in cash and cash equivalents 13,132 (9,237 ) Cash and cash equivalents, beginning of period

             2,580        

10,252

CASH AND CASH EQUIVALENTS, END OF PERIOD               $  15,712     $   1,015



Cash Flows from Operating Activities

For the three months period ended November 30, 2020, net cash flows used in
operating activities were $43,985, primarily resulted from the net loss of
$62,360 partially offset by $18,000 rental payable to a related company. For the
three months period ended November 30, 2019, net cash flows provided by
operating activities were $13,697, consisting primarily of net profit of
$15,510, and a decrease of other current assets of $8,205, partially offset by a
decrease of accrued liabilities of $7,564 and an increase of accounts receivable
of $3,029.


Cash Flows from Financing Activities

Cash flows provided by financing activities during the three months period ended
November 30, 2020 was $57,117, consisting of $300,583 advances from a
shareholder and $243,466 repayment to a shareholder. Cash flows used in
financing activities during the three months period ended November 30, 2019 was
$22,934, consisting of $6,971 advances from a shareholder and $29,905 repayment
to a shareholder.


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.



                                       21





CONTRACTUAL OBLIGATIONS



We had the following contractual obligations and commercial commitments as of
November 30, 2020:



                                                            Payment Due by Period
                                                Less than                                       More than
                                    Total         1 Year        1-3 Years       3-5 Years        5 Years
Amount due to a shareholder       $ 230,913     $  230,913     $         -     $         -     $          -
Amount due to a related company      74,317         74,317               - 
             -                -
Lease                                54,000         54,000               -               -                -
Total                             $ 359,230     $  359,230     $         -     $         -     $          -




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.

© Edgar Online, source Glimpses

All news about TEMIR CORP.
08/31TEMIR CORP. : Termination of a Material Definitive Agreement, Financial Statemen..
AQ
07/20TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ..
AQ
07/20Temir Corp. Reports Earnings Results for the Third Quarter Ended May 31, 2021
CI
05/25TEMIR CORP. : Entry into a Material Definitive Agreement, Financial Statements a..
AQ
04/19TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ..
AQ
01/19TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ..
AQ
2020TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT O..
AQ
2020TEMIR : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ..
AQ
2020TEMIR CORP. : Entry into a Material Definitive Agreement, Completion of Acquisit..
AQ
2020TEMIR CORP. : Entry into a Material Definitive Agreement, Financial Statements a..
AQ
More news
Financials (USD)
Sales 2020 0,03 M - -
Net income 2020 -0,27 M - -
Net Debt 2020 0,17 M - -
P/E ratio 2020 -457x
Yield 2020 -
Capitalization 107 M 107 M -
EV / Sales 2019 -
EV / Sales 2020 4 555x
Nbr of Employees 5
Free-Float 61,6%
Chart TEMIR CORP.
Duration : Period :
Temir Corp. Technical Analysis Chart | MarketScreener
Full-screen chart
Income Statement Evolution
Managers and Directors
Hung Ngok Wong Chief Executive Officer
Kong Hoi Roy Chan President & Executive Director
Kong Wai Chan Chief Financial Officer
Pok Yin Cheung Independent Non-Executive Director
Yuk Lun Wong Independent Non-Executive Director
Sector and Competitors
1st jan.Capi. (M$)
TEMIR CORP.0.00%107
BOOKING HOLDINGS INC.4.40%95 479
ORIENTAL LAND CO., LTD.0.56%51 064
EXPEDIA GROUP, INC.15.02%22 967
AMC ENTERTAINMENT HOLDINGS, INC.1,984.91%22 689
LIVE NATION ENTERTAINMENT, INC.18.17%19 088