TEMIR CORP. General
We (together with its subsidiaries, the "Group") 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 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.
Formation of eDDA
OnMay 5, 2021 , (i)Direct Assistance Limited , a wholly owned subsidiary of EFT Solutions Holdings Limited (a company listed on GEM ofThe Stock Exchange of Hong Kong Limited ), (ii) 2GoInvestments Group Limited and (iii) JTI formed eDDASolutions Limited ("eDDA"), a company incorporated inHong Kong with limited liability, principally engaged in the business of sales and maintenance services for the electronic direct debit authorization ("eDDA") platform. JTI has contributed$1 (HK$10 ), 10% shareholding of eDDA. The Company is dormant as
ofMay 31, 2021 .
Acquisition of 10% shareholding in
OnMay 20, 2021 , the Company,Hainan Qicheng Asset Management Joint Stock Company ("Hainan") andTemir Logistics Industrial Park Limited , a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the "SPA"), whereby the Company shall issue 930,233 shares of the Company at a price of$21.5 per share, in exchange of 10% shareholding inBac Giang International Logistics Co., Ltd. ("Bac Giang").Bac Giang is a company incorporated in theSocialist Republic of Vietnam, the principal business of which is to build a modern international logistics park inBac Giang Province ,Vietnam . 930,233 shares of the Company were issued to the nominee ofHainan on8 June 2021 . The transfer of shares of Bac Giang will be completed within 3 years from the date of SPA. 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.
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JTI has four wholly owned operating subsidiaries, namely, JTI Finance Limited
("JF"), Concept We Mortgage Broker Limited ("CW"), JTI Property Agency Limited
("JP"), JTI Asset Management Limited ("JA") and Temir Logistics Industrial Park
Limited ("Temir Logistics"). 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.
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 forthe 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
Temir Logistics Industrial Park Limited ("Temir Logistics") is a wholly owned subsidiary of the Company, which is principally engaged in investment holding. It mainly holds the shareholding inBac Giang International Logistics Co., Ltd. , which is in turn building and running an international logistics park inBac Giang Province ,Vietnam . Impact of COVID-19 The spread of the coronavirus ("COVID-19") around the world has caused significant business disruption in year 2020 and 2021. 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 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 ofMay 31, 2021 , we have suffered recurring losses from operations, and record an accumulated deficit and a working capital deficit of$834,779 and$383,498 , 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 that 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.
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.
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Results of operations
The following table sets forth key components of our results of operations for
the nine months ended
Nine months ended
May 31, May 31,
2021 2020
REVENUE $ 120,260 $ 10,096
Cost of revenue (113,867 ) -
GROSS PROFIT 6,393 10,096
General and administrative expenses (146,669 ) (191,409 )
LOSS FROM OPERATIONS (140,276 ) (181,313 ) Other income 965 13,590 Loss before income tax (139,311 ) (167,723 ) Income tax expense - - NET LOSS$ (139,311 ) $ (167,723 ) Revenue and cost of revenue
During the nine months endedMay 31, 2021 , the Company generated revenue of$120,260 compared to$10,096 for the nine months endedMay 31, 2020 . Cost of revenue was$113,867 for the nine months endedMay 31, 2021 compared to nil for the nine months endedMay 31, 2020 .
General and administrative expenses
During the nine months period endedMay 31, 2021 , we incurred$146,669 general and administrative expenses compared to$191,409 during the nine months endedMay 31, 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 mainly due to the reduced personnel costs and office expenses for the nine months period endedMay 31, 2021 . Net loss As a result of the cumulative effect of the factors described above, our net loss for the nine months period endedMay 31, 2021 was$139,311 compared to net loss of$167,723 during the nine months endedMay 31, 2020 .
The following table sets forth key components of our results of operations for
the three months ended
Three months ended
May 31, May 31,
2021 2020
REVENUE $ 36,476 $ -
Cost of revenue (33,113 ) -
GROSS PROFIT 3,363 -
General and administrative expenses (44,110 ) (63,418 )
LOSS FROM OPERATIONS (40,747 ) (63,418 ) Other income - - Loss before income tax (40,747 ) (63,418 ) Income tax credit 402 - NET LOSS$ (40,345 ) $ (63,418 ) 20 Revenue and cost of revenue During the three months endedMay 31, 2021 , the Company generated revenue of$36,476 compared to nil for the three months endedMay 31, 2020 . Cost of revenue was$33,113 for the three months endedMay 31, 2021 compared to nil for the
nine months endedMay 31, 2020 .
General and administrative expenses
During the three months period endedMay 31, 2021 , we incurred$44,110 general and administrative expenses compared to$63,418 during the three months endedMay 31, 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 mainly due to the reduced personnel costs and office expenses for the three months period endedMay 31, 2021 . Net loss As a result of the cumulative effect of the factors described above, our net loss for the three months period endedMay 31, 2021 was$40,345 compared to net loss of$63,418 during the three months endedMay 31, 2020 .
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
May 31, August 31,
2021 2020
Cash and cash equivalents $ 4,711 $ 2,580
Total current assets 7,988 2,882
Total assets 7,989 2,882
Total liabilities 391,486 247,068
Accumulated deficit 834,779 695,468
Total deficit $ 383,497 $ 244,186 The following table provides detailed information about our net cash flow for all financial statement periods presented in this report:
Nine months ended
May 31, May 31,
2021 2020
Net cash used in operating activities $ (58,250 ) $ (156,809 )
Net cash from investing activities - -
Net cash generated from financing activities 60,381
150,404
Net increase (decrease) in cash and cash equivalents 2,131 (6,405 ) Cash and cash equivalents, beginning of period
2,580 10,252
CASH AND CASH EQUIVALENTS, END OF PERIOD$ 4,711 $ 3,847 21
Cash Flows from Operating Activities
For the nine months period endedMay 31, 2021 , net cash flows used in operating activities were$58,250 , primarily resulted from the net loss of$139,311 partially offset by the rental and expenses payable to a related company of$80,868 . For the nine months period endedMay 31, 2020 , net cash flows used in operating activities were$156,809 consisting primarily of net loss of$167,723 and a decrease of prepaid expenses, deposits and other current assets of$16,410 , partially offset by a decrease of accounts payables and accrued liabilities of$7,564 .
Cash Flows from Financing Activities
Cash flows generated from financing activities during the nine months period endedMay 31, 2021 was$60,381 , consisting of advances from a shareholder of$298,638 , repayment to a shareholder of$232,103 and repayment to a related company of$6,154 . Cash flows generated from financing activities during the nine months period endedMay 31, 2020 was$150,404 , consisting of advances from a shareholder of$306,652 and repayment to a shareholder of$156,248 .
REQUIREMENT FOR ADDITIONAL CAPITAL
We are looking to expand our business in the future. We intend to acquire other companies. We have targeted and located some companies which we believe are suitable and may create synergy through acquisition.
We anticipate that additional funding, if required, will be in the form of equity financing from the sale of shares of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of shares to fund additional expenditures. We do not currently have any arrangements in place for any future equity financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. CONTRACTUAL OBLIGATIONS We had the following contractual obligations and commercial commitments as ofMay 31, 2021 . Payment Due by Period Less than More than Total 1 Year 1-3 Years 3-5 Years 5 Years Amount due to a shareholder$ 240,332 $ 240,332 $ - $ - $ -
Amount due to a related company 131,031 131,031 -
- -
Lease payable 18,000 18,000 - - -
Total $ 389,363 $ 389,363 $ - $ - $ -
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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