Home Travel agency MANAGEMENT REPORT OF TEMIR CORP. AND ANALYSIS OF THE FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

MANAGEMENT REPORT OF TEMIR CORP. AND ANALYSIS OF THE FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

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The following discussion should be read in conjunction with our financial
statements, including the notes thereto, appearing elsewhere in this annual
report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report.  Our audited
financial statements are stated in United States Dollars and are prepared
in accordance with United States Generally Accepted Accounting Principles.

Overview


We are 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. The company's principal executive offices are located at 54 Frukovaya
Street, Bishkek, Kyrgyzstan 720027.



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.



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JTI Group


At April 2, 2020, the Company has entered into a sale and purchase agreement, by and between the Company, JTI, a Hong Kong company and the seller.



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,
Concept We Mortgage Broker Limited, JTI Property Agency Limited and JTI Asset
Management Limited. 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.



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 consulting services company. After the agreement is completed, JA plans to apply for fund management licenses in Hong Kong or in another jurisdiction, aimed at providing global fund management services.


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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 years 2021 and 2022.



Results of operations


The following table presents the key elements of our operating results for the years ended. August 31, 2021 and 2020:


                                              Year ended
                                      August 31,      August 31,
                                         2021            2020

REVENUE                               $   219,702     $    26,631

Cost of revenue                          (205,923 )        (2,371 )

GROSS PROFIT                               13,779          24,260

General and administrative expenses (283,315) (299,474)

LOSS FROM OPERATIONS                     (269,536 )      (275,214 )

Other income                                2,674           9,487

Loss before income tax                   (266,862 )      (265,727 )
Income tax credit (expense)                     -             634

NET LOSS                                 (266,862 )      (265,093 )



From August 31, 2021, our accumulated deficit was $ 962,330.

Year ended August 31, 2021 compared to the closed financial year August 31, 2020


Revenue and cost of revenue



During the year ended August 31, 2021, the Company generated revenue of $219,702
compared to $26,631 for the year ended August 31, 2020. Cost of revenue was
$205,923 for the year ended August 31, 2021 compared to $2,371 for the year
ended August 31, 2020. Our agency revenues were $3,385 the year ended August 31,
2021 while such revenue was $1,218 in 2020. On the other hand, mortgage referral
fee income was $216,317 in the year ended August 31, 2021. We earned $25,413
mortgage referral fee in last year. Included in cost of revenue were referral
fees of $1,523 and nil incurred in relation to our property agency business,
while $204,400 and $2,371 incurred in relation to our mortgage referral services
in 2021 and 2020 respectively.



General and administrative expenses



During the year ended August 31, 2021, we incurred $283,315 general and
administrative expenses compared to $299,474 for the year ended August 31, 2020.
General and administrative expenses incurred generally related to corporate
overhead, director fee, financial and administrative contracted services, such
as legal and accounting and developmental costs.



Net loss



As a result of the cumulative effect of the factors described above, our net
loss for the year ended August 31, 2021 was $266,862 compared to net loss of
$265,093 for the year ended August 31, 2020.



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Going concern


Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.



As of August 31, 2021, we have suffered recurring losses from operations, and
record an accumulated deficit and a working capital deficit of $962,330 and
$511,049, 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.



The continuation of our company as a going concern is dependent upon improving
its 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 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.



Segment Information


The following table presents our operating results by segment:


                                                            Property         Mortgage
                                                             agency          referral         Corporate
For the year ended August 31, 2021     Money lending        services       
 services        unallocated        Consolidated

Revenue                               $             -     $      3,385     $    216,317     $            -     $      219,702
Cost of revenue                                     -           (1,523 )       (204,400 )                -           (205,923 )
Gross profit                                        -            1,862          11, 917                  -             13,779
General and administrative expenses           (82,704 )              -     

(85,705) (114,906) (283,315) Operating profit (loss)

                 (82,704 )          1,862          (73,788 )         (114,906 )         (269,536 )
Other income                                        -                -                -              2,674              2,674
Profit (loss) before income tax               (82,704 )          1,862     
    (73,788 )         (112,232 )         (266,862 )
Income tax                                          -                -                -                  -                  -
Net profit (loss)                             (82,704 )          1,862          (73,788 )         (112,232 )         (266,862 )




                                                            Property         Mortgage
                                                             agency          referral         Corporate
For the year ended August 31, 2020     Money lending        services       
 services        unallocated        Consolidated

Revenue                               $             -     $      1,218     $     25,413     $            -     $       26,631
Cost of revenue                                     -                -           (2,371 )                -             (2,371 )
Gross profit                                        -            1,218           23,042                  -             24,260
General and administrative expenses          (133,368 )           (283 )   

(4,230) (161,593) (299,474) Operating profit (loss)

                (133,368 )            935           18,812           (161,593 )         (275,214 )
Other income                                    1,282                -                -              8,205              9,487
Profit (loss) before income tax              (132,086 )            935           18,812           (153,388 )         (265,727 )
Income tax                                          -              634                -                  -                634
Net profit (loss)                            (132,086 )          1,569     
     18,812           (153,388 )         (265,093 )




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We do not allocate our assets located and expenses incurred outside Hong Kong to
our reportable segments because these assets and activities are managed at
a
corporate level.


We mainly work in Hong Kong. Almost all of our long-term assets are located in Hong Kong.

Liquidity and capital resources


Working Capital



                                  August 31,
                              2021          2020
Cash and cash equivalents   $   9,727     $   2,580
Total current assets           51,908         2,882
Total assets                   51,909         2,882
Total liabilities             562,957       247,068
Accumulated deficit           962,330       695,468
Total deficit                 511,048       244,186



The following table provides detailed information about our free cash flow for all periods of the financial statements presented in this report:


                                                               Year ended
                                                       August 31,      August 31,
                                                          2021            2020

Net cash used in operating activities                  $  (124,791 )   $  (234,138 )
Net cash from investing activities                               -         

Net cash provided by financing activities                  131,938        

226,466

Net increase (decrease) in cash and cash equivalents 7,147 (7,672) Cash and cash equivalents, beginning of year

                 2,580          

10 252

CASH AND CASH EQUIVALENTS, END OF YEAR                 $     9,727     $   
 2,580



Cash flow from operating activities



For the year ended August 31, 2021, net cash flows used in operating activities
was $124,791 consisting primarily of net loss of $266,862 with increase of
accounts receivable of $40,898, partially offset by increase of accounts
payable, other payables and accrued liabilities of $66,276 and amount due to a
related company of $118,056. For the year ended August 31, 2020, net cash flows
used in operating activities was $234,137 consisting primarily of net loss of
$265,093 partially offset by the decrease of accounts receivable of $3,298,
decrease of prepaid expenses, deposits and other current assets of $16,410 and
increase of accrued liabilities of $9,008.



Cash flow from investing activities

Cash flows used in investing activities were nil during the years ended August 31, 2021 and 2020.

Cash flow from financing activities



Cash flows provided by financing activities during the year ended August 31,
2021 were $131,938, consisting of $393,334 advances from a shareholder and
partially offset by $251,011 repayment to a shareholder and $10,385 repayment to
a related company Cash flows provided by financing activities during the year
ended August 31, 2020 were $226,465, consisting of $661,643 advances from a
shareholder and partially offset by $435,178 repayment to a shareholder.



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Contractual obligations and commercial commitments



We had the following contractual obligations and commercial commitments as of
August 31, 2021:



                                                               Payment Due by Period
                                                                                                       More than
                                    Total       Less than 1 Year      1-3 Years       3-5 Years         5 Years
Amount due to a shareholder       $ 316,120     $               -     $  316,120     $         -     $           -
Amount due to a related company     163,988                     -        163,988               -                 -
Total                             $ 480,108     $               -     $  480,108     $         -     $           -




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.



Capital Expenditures


We have not incurred any capital expenditures during the periods presented.


Inflation



Inflation and changing prices have not had a material effect on our business and
we do not expect that inflation or changing prices will materially affect our
business in the foreseeable future. However, our management will closely monitor
price changes in our industry and continually maintain effective cost control in
operations.


Off-balance sheet provisions



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 or
capital expenditures or capital resources that is material to an investor in our
securities.



Seasonality


Our results of operations and our operating cash flows have not historically been subject to significant seasonal variations. This pattern may change, however, due to new market opportunities or new product launches.

Critical accounting conventions and estimates

We regularly evaluate the accounting policies and estimates that we use to make
budgetary and financial statement assumptions. A complete summary of these
policies is included in the notes to our financial statements. In general,
management's estimates are based on historical experience, on information from
third party professionals, and on various other assumptions that are believed to
be reasonable under the facts and circumstances. Actual results could differ
from those estimates made by management. The discussion of our critical
accounting policies contained in Note 2 to our consolidated financial
statements, "Summary of Significant Accounting Policies," is incorporated herein
by reference.


Recent accounting positions

For more information on the recently published accounting positions, see note 2-Summary of the main accounting policies in the notes to the consolidated financial statements included in part II, section 8, “Financial statements and supplementary data” of this document. annual report on Form 10-K.

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