Temir (TMRR) 10-Q 20 Jul 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May 31, 2020	Jul. 15, 2020
Document and Entity Information [Abstract]
Entity Registrant Name	TEMIR CORP.
Entity Central Index Key	0001685237
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Document Type	10-Q
Document Period End Date	May 31, 2020
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		6,692,182
Entity File Number	333-213996
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	May 31, 2020	Aug. 31, 2019
Current Assets
Cash and cash equivalents
Total Assets
Current Liabilities
Due to a related party	9,519
Accounts payable and accrued liabilities	2,498	498
Total current liabilities	12,017	498
Total Liabilities	12,017	498
Stockholders' Deficit
Common stock, $0.001 par value, 75,000,000 shares authorized; 2,574,000 shares issued and outstanding	2,574	2,574
Additional paid-in-capital	43,054	43,054
Accumulated deficit	(57,645)	(46,126)
Total Stockholders' deficit	(12,017)	(498)
Total Liabilities and Stockholders' Deficit

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	May 31, 2020	Aug. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	2,574,000	2,574,000
Common stock, shares outstanding	2,574,000	2,574,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	May 31, 2020	May 31, 2019	May 31, 2020	May 31, 2019
Income Statement [Abstract]
Revenue
Cost of goods sold
Gross profit
Operating expenses
General and administrative expenses	4,669	3,876	11,519	12,709
Net loss from operations	(4,669)	(3,876)	(11,519)	(12,709)
Loss before provision for income taxes
Provision for income taxes
Net loss	$ (4,669)	$ (3,876)	$ (11,519)	$ (12,709)
Loss per common share:
Basic and Diluted	$ 0	$ 0	$ 0	$ 0
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	2,574,000	2,574,000	2,574,000	2,574,000

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Number of Common Shares	Additional Paid-In-Capital	Accumulated Deficit	Total
Balance at Aug. 31, 2018	$ 2,574	$ 28,126	$ (30,797)	$ (97)
Balance, shares at Aug. 31, 2018	2,574,000
Net loss for the period			(12,709)	(12,709)
Balance at May. 31, 2019	$ 2,574	28,126	(43,506)	(12,806)
Balance, shares at May. 31, 2019	2,574,000
Balance at Feb. 28, 2019	$ 2,574	28,126	(39,630)	(8,930)
Balance, shares at Feb. 28, 2019	2,574,000
Net loss for the period			(3,876)	(3,876)
Balance at May. 31, 2019	$ 2,574	28,126	(43,506)	(12,806)
Balance, shares at May. 31, 2019	2,574,000
Balance at Aug. 31, 2019	$ 2,574	43,054	(46,126)	(498)
Balance, shares at Aug. 31, 2019	2,574,000
Net loss for the period			(11,519)	(11,519)
Balance at May. 31, 2020	$ 2,574	43,054	(57,645)	(12,017)
Balance, shares at May. 31, 2020	2,574,000
Balance at Feb. 29, 2020	$ 2,574	43,054	(52,976)	(7,348)
Balance, shares at Feb. 29, 2020	2,574,000
Net loss for the period			(4,669)	(4,669)
Balance at May. 31, 2020	$ 2,574	$ 43,054	$ (57,645)	$ (12,017)
Balance, shares at May. 31, 2020	2,574,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	May 31, 2020	May 31, 2019
Cash flows from operating activities
Net loss	$ (11,519)	$ (12,709)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expenses		501
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	2,000
Net cash used in operating activities	(9,519)	(12,208)
Cash flows from financing activities
Advances from a related party	9,519
Proceeds of loan from shareholder		9,398
Net cash provided by financing activities	9,519	9,398
Net decrease in cash and equivalents		(2,810)
Cash and equivalents at beginning of the period		2,873
Cash and equivalents at end of the period		63
Cash paid for:
Interest
Taxes

Organization and Business

Organization and Business	9 Months Ended
	May 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1 – ORGANIZATION AND BUSINESS TEMIR CORP. (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 an investment holding with major business being diversified financials. The Company has adopted August 31 fiscal year end.

Going Concern

Going Concern	9 Months Ended
	May 31, 2020
Going Concern [Abstract]
GOING CONCERN	NOTE 2 – GOING CONCERN 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated deficit from inception (May 19, 2016) to May 31, 2020 of $57,645. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These interim condensed financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	May 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim condensed financial information as of May 31, 2020 and for the three and nine months ended May 31, 2020 and May 31, 2019 have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in the financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed financial statements are not necessarily indicative of the results of operations for the full year. These interim condensed financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended August 31, 2019, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company's interim condensed consolidated financial position as of May 31, 2020, its interim condensed consolidated results of operations and cash flows for the three and nine months ended May 31, 2020 and 2019, as applicable, have been made. Use of Estimates Preparing condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Stock-Based Compensation As of May 31, 2020, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Capital Stock

Capital Stock	9 Months Ended
	May 31, 2020
Equity [Abstract]
CAPITAL STOCK	NOTE 4 – CAPITAL STOCK The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. As of May 31, 2020, the Company had 2,574,000 shares issued and outstanding.

Related Party Transactions

Related Party Transactions	9 Months Ended
	May 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. The major shareholder of the Company has provided financial support to the Company for a period of twelve months commencing from July 6, 2020.Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. Since May 19, 2016 (Inception) through May 31, 2020, the Company’s former President and director of the Company advanced loans to the Company to pay for incorporation costs and operating expenses. As of August 31, 2019, the amount outstanding of $14,928 was capitalized as additional paid-in capital of the Company. As of May 31, 2020, the amount outstanding of $9,519 was due to Ace Vantage Investments Limited. Roy Chan, president of the Company, is also a director of Ace Vantage Investments Limited. The loan is non-interest bearing, due upon demand and unsecured.

Subsequent Events

Subsequent Events	9 Months Ended
	May 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS (a) 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 a 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. 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 would be interested in the entire equity interest in JTI, and as such, JTI becomes 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 have 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 have 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 have 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. For financial accounting purposes, the share exchange will be accounted for as a reverse acquisition by JTI, and resulted in a recapitalization, with JTI being the accounting acquirer and Temir as the acquired entity. (b) The spread of the coronavirus (“COVID-19”) around the world has caused significant business disruption during 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.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	May 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim condensed financial information as of May 31, 2020 and for the three and nine months ended May 31, 2020 and May 31, 2019 have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in the financial statements prepared in accordance with U.S. GAAP have not been included. The interim condensed financial statements are not necessarily indicative of the results of operations for the full year. These interim condensed financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended August 31, 2019, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company's interim condensed consolidated financial position as of May 31, 2020, its interim condensed consolidated results of operations and cash flows for the three and nine months ended May 31, 2020 and 2019, as applicable, have been made.
Use of Estimates	Use of Estimates Preparing condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions.
Stock-Based Compensation	Stock-Based Compensation As of May 31, 2020, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes	Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
New Accounting Pronouncements	New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Going Concern (Details)

Going Concern (Details) - USD ($)	May 31, 2020	Aug. 31, 2019
Going Concern (Textual)
Accumulated deficit	$ (57,645)	$ (46,126)

Capital Stock (Details)

Capital Stock (Details) - $ / shares	May 31, 2020	Aug. 31, 2019
Capital Stock (Textual)
Common stock, authorized	75,000,000	75,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	2,574,000	2,574,000
Common stock, shares outstanding	2,574,000	2,574,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	May 31, 2020	Aug. 31, 2019
Related Party Transactions (Textual)
Amount outstanding	$ 9,519	$ 14,928

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 02, 2020	Jun. 30, 2020
Subsequent Events (Textual)
Sale and purchase agreement, description	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 a 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.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 would be interested in the entire equity interest in JTI, and as such, JTI becomes a wholly-owned subsidiary of the Company.
Subsequent Event [Member]
Subsequent Events (Textual)
Third amendment, description		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 have 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%.