Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Feb. 26, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | TEMIR CORP. | |
Trading Symbol | TMRR | |
Document Type | 10-K | |
Current Fiscal Year End Date | --08-31 | |
Entity Common Stock, Shares Outstanding | 7,622,415 | |
Entity Public Float | $ 33,130,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001685237 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 333-213996 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 98-1321204 | |
Entity Address, Postal Zip Code | 7999 | |
Entity Address, Address Line One | Suite 1802-03, 18th Floor | |
Entity Address, Address Line Two | Strand 50 | |
Entity Address, Address Line Three | 50 Bonham Strand | |
Entity Address, City or Town | Sheung Wan | |
Entity Address, Country | HK | |
City Area Code | 852 | |
Local Phone Number | 28527388 | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 9,727 | $ 2,580 |
Accounts receivable, net of nil provision for doubtful accounts | 40,898 | |
Tax recoverable | 981 | |
Prepaid expenses, deposits and other current assets | 302 | 302 |
Total current assets | 51,908 | 2,882 |
NON-CURRENT ASSETS | ||
Non-marketable equity securities | 1 | |
TOTAL ASSETS | 51,909 | 2,882 |
CURRENT LIABILITIES | ||
Accounts payable, other payables and accrued liabilities | 82,849 | 16,573 |
Tax payable | 382 | |
Amount due to a related company | 163,988 | 56,317 |
Amount due to a shareholder | 316,120 | 173,796 |
Total liabilities | 562,957 | 247,068 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value 75,000,000 shares authorized; 6,692,182 shares issued and outstanding as of August 31, 2021 and 2020 | 6,692 | 6,692 |
Additional paid-in capital | 444,590 | 444,590 |
Accumulated deficit | (962,330) | (695,468) |
TOAL STOCKHOLDERS’ DEFICIT | (511,048) | (244,186) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 51,909 | $ 2,882 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Aug. 31, 2021 | Aug. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 6,692,182 | 6,692,182 |
Common stock, shares outstanding | 6,692,182 | 6,692,182 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Statement [Abstract] | ||
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 | 634 | |
NET LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE YEAR | $ (266,862) | $ (265,093) |
Loss per common share: | ||
Basic and diluted (in Dollars per share) | $ (0.04) | $ (0.04) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic and diluted (in Shares) | 6,890,972 | 6,692,182 |
Consoldiated Statements of Stoc
Consoldiated Statements of Stockholders’ Deficit - USD ($) | Number of Common shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Aug. 31, 2019 | $ 6,692 | $ 444,590 | $ (430,375) | $ 20,907 |
Balance (in Shares) at Aug. 31, 2019 | 6,692,182 | |||
Net loss | (265,093) | (265,093) | ||
Balance at Aug. 31, 2020 | $ 6,692 | 444,590 | (695,468) | (244,186) |
Balance (in Shares) at Aug. 31, 2020 | 6,692,182 | |||
Net loss | (266,862) | (266,862) | ||
Shares issued for acquisition of non-marketable equity securities (notes 1 and 9) | $ 930 | 19,999,070 | 20,000,000 | |
Shares issued for acquisition of non-marketable equity securities (notes 1 and 9) (in Shares) | 930,233 | |||
Shares to be canceled (notes 1 and 9) | $ (930) | (19,999,070) | (20,000,000) | |
Shares to be canceled (notes 1 and 9) (in Shares) | (930,233) | |||
Balance at Aug. 31, 2021 | $ 6,692 | $ 444,590 | $ (962,330) | $ (511,048) |
Balance (in Shares) at Aug. 31, 2021 | 6,692,182 |
Consoldiated Statements of Cash
Consoldiated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (266,862) | $ (265,093) |
Change in operating assets and liabilities | ||
Loans receivable | 2,873 | |
Account receivable | (40,898) | 3,298 |
Prepaid expenses, deposits and other current assets | 16,410 | |
Accounts payable, other payables and accrued liabilities | 66,276 | 9,008 |
Amount due to a related company | 118,056 | |
Tax payable | (1,363) | (634) |
Net cash used in operating activities | (124,791) | (234,138) |
CASH FLOWS FROM FINANCING ACITIVITIES | ||
Advances from a shareholder | 393,334 | 661,643 |
Repayment to a shareholder | (251,011) | (435,177) |
Repayment to a related company | (10,385) | |
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 |
SUPPLEMENTAL CASH FLOWS INFORMATION | ||
Investment in non-marketable equity securities | 1 | |
Income tax paid | ||
Issuance and cancellation of common stock | ||
NON-CASH INVESTING ACTIVITIES | ||
- Deposit paid for acquisition of non-marketable equity securities (notes 1 and 9) | $ 20,000,000 |
Title, Organization and Reorgan
Title, Organization and Reorganization | 12 Months Ended |
Aug. 31, 2021 | |
Title, Organization and Reorganization [Abstract] | |
TITLE, ORGANIZATION AND REORGANIZATION | 1. TITLE, ORGANIZATION AND REORGANIZATION TEMIR CORP. (“Temir” or 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. 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. On April 2, 2020, the Company as purchaser 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”) 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 $4,686,272, which would be satisfied by the allotment and issuance of the shares of the Company.. 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 $2.5 per Consideration Share for the acquisition of all the issued share capital of JTI. On June 30, 2020, pursuant to the amendment to the Agreement, the parties agreed to adjust (i) the consideration of the Transaction from $4,686,272 to $10,295,455; and (ii) the number of Consideration Shares from 1,874,508 shares to 4,118,182 Consideration Shares. The effect of the issuance is that the Vendor will hold approximately 61.54% of the issued and outstanding shares of the Company. Mr. Roy Chan, the founder of JTI, an executive director and president of the Company, is the holder of 629,350 shares of common stock of the Company prior to the Transaction. After the issuance of 4,118,182 Consideration Shares, Vendor holds 61.54% issued and outstanding shares of Temir and collectively with Mr. Roy Chan and Mr. Chan Hip Fong (father of Mr Roy Chan) together hold 70.94% issued and outstanding shares of Temir. Upon completion of the Transactions on July 6, 2020, JTI became a wholly-owned subsidiary of Temir. For financial accounting purposes, the share exchange was 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. JTI was incorporated in Hong Kong, China on February 8, 2019. The Company through its subsidiaries provide diversified financial services. JTI has four operating subsidiaries and one investment subsidiary, namely, JTI Finance Limited (“JF”), Concept We Mortgage Broker Limited (“CW”), JTI Property Agency Limited (“JP”) and JTI Asset Management Limited (“JA”) and Temir Logistics Industrial Park Limited (“Temir Logistics’) is an investment holding company. On May 20, 2021, the Company, Hainan Qicheng Asset Management Joint Stock Company (“Hainan”) and Temir Logistics entered into a sale and purchase agreement (“SPA”), pursuant to which the Company shall issue 930,233 shares of the Company at a price of $21.5 per share, valued at $20,000,000 or in exchange of 10% shareholding in Bac Giang International Logistics Co., Ltd. Bac Giang is a company incorporated in the Socialist Republic of Vietnam, the principal business of which is to build and run a modern international logistics park in Bac Giang Province, Vietnam. 930,233 shares of the Company were issued to the nominee of Hainan on June 8, 2021. Based on the SPA, 930,233 shares were issued within one month from the signing date of SPA. The transfer of shares of Bac Giang will be completed within 3 years from the date of SPA. Temir Logistics is a wholly owned subsidiary of the Company, which is incorporated in Hong Kong on May 17, 20201, principally engaged in investment holding. It was intended to invest in Bac Giang International Logistics Co., Ltd., which is in turn building and running an international logistics park in Bac Giang Province, Vietnam. On August 25, 2021, the Company, Hainan and Temir Logistics entered into a SPA Termination agreement (the “Termination Agreement”) to terminate all of the rights and obligation of the SPA entered on May 20, 2021 and to cancel the 930,233 shares issued to the nominee. 930,233 shares were cancelled on September 16, 2021. On May 5, 2021, (i) Direct Assistance Limited, a wholly owned subsidiary of EFT Solutions Holdings Limited (a company listed on GEM of The Stock Exchange of Hong Kong Limited), (ii) 2Go Investments Group Limited and (iii) JTI formed eDDA Solutions Limited (“eDDA”), a company incorporated in Hong Kong with limited liability, which will be principally engaged in the business of sales and maintenance services for the electronic direct debit authorization (“eDDA platform”). JTI has contributed share capital of $1 (HK$10), representing a 10% shareholding of eDDA. eDDA has not commenced operations as of the date of approval of these financial statements. . Company name Place/date of incorporation Principal activities 6. JTI Finance Limited (“JF”) Hong Kong, China/ December 29, 2011 Money lending 7. Concept We Mortgage Broker Limited (“CW”) Hong Kong, China / December 18, 2013 Mortgage broker providing mortgage related consultancy services 8. JTI Property Agency Limited (“JP”) Hong Kong, China/ December 21, 2011 Property agency 9. JTI Asset Management Limited (“JA”) Hong Kong, China/ May 2, 2017 General consulting services 10. Temir Logistics Industrial Park Limited Hong Kong, China/ May 17, 2021 Investment holding The formation of JTI Financial Services Group Limited was completed in March 2019. Upon incorporation, JTI issued 1 ordinary share at HK$1 to Mr. Roy Kong Hoi Chan. On March 20, 2019, JTI issued 9,999,999 shares of the Company to Ace Vantage Investments Limited (“Ace Vantage”) at a total cash consideration of HK$3,509,999.65 ($450,000), resulting a total share capital of 10,000,000 shares at HK$3,510,000.65 ($450,000). Ace Vantage was 50% owned by Mr. Roy Kong Hoi Chan and 50% owned by Mr. Chan Hip Fong, father of Mr. Roy Kong Hoi Chan. The Company is owned and controlled by the same control group as JF, CW, JP and JA. On March 29, 2019, the beneficial shareholders of JF, CW, JP and JA exchanged 100% of their shareholding of JF, CW, JP and JA for the shares of the Company (the “Share Exchange”). The Share Exchange has been accounted for as a common control transaction. Other than its 100% ownership of JF, CW, JP and JA, JTI has no significant assets and no other business operations. JF was incorporated in Hong Kong, China on December 29, 2011 as a company with limited liability. Upon incorporation, JF issued 1 ordinary share to Ace Vantage at HK$1. On March 29, 2019, Ace Vantage transferred 100% of their shareholding of JF to JTI. CW was incorporated in Hong Kong, China on December 18, 2013 as a company with limited liability. Upon incorporation, CW issued 10,000 ordinary shares to Century Crown Investment Limited at HK$1 each. Century Crown Investment Limited was incorporated in Hong Kong, China and 100% held by Ace Vantage. On March 29, 2019, Century Crown Investment Limited transferred 100% of their shareholding of CW to JTI. JP was incorporated in Hong Kong, China on December 21, 2011 as a company with limited liability. Upon incorporation, JP issued 1 ordinary share to Ace Vantage at HK$1. On March 29, 2019, Ace Vantage transferred 100% of their shareholding of JP to JTI. JA was incorporated in Hong Kong, China on May 2, 2017 as a company with limited liability. Upon incorporation, JA issued 1 ordinary share to Ace Vantage at HK$1. On March 29, 2019, Ace Vantage transferred 100% of their shareholding of JA to JTI The acquisitions of JF, CW, JP and JA by JTI have been accounted for as common control transactions in a manner similar to a pooling of interests and there was no recognition of any goodwill or excess of the acquirers’ interest in the net fair value of the acquirees’ identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combinations. Therefore, these transactions were recorded at historical cost with a reclassification of equity from retained profits to additional paid in capital to reflect the deemed value of consideration given in the local jurisdiction and the capital structure of JF, CW, JP and JA. The consolidated financial statements of the Company include all of the accounts of the Company and its subsidiaries, JF, CW, JP and JA for all periods presented. All material intercompany transactions and balances have been eliminated in the consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements of the Company have been prepared as if the existing corporate structure had been in existence throughout the periods presented and as if the reorganization had occurred as of the beginning of the earliest period presented. Going concern The accompanying 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 August 31, 2021, the Company has suffered recurring losses from operations, and records an accumulated deficit and a working capital deficit of $962,330 and $511,049, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern . The continuation of the Company as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. The continuation of the Company as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s 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 the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its 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 the Company’s operations, management believes that COVID-19 could have a material impact on its financial results at this time, both current financial year and next financial year. 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 the Company not being able to continue as a going concern. Use of estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to allowance for doubtful accounts, impairment of long-lived assets and valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results. Cash and cash equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash includes cash on hand and demand deposits in accounts maintained with financial institutions within the Hong Kong. Loans receivable Loans receivable primarily represent loan amounts due from customers. Loans receivable are recorded at unpaid principal balances net of provision that reflects the Company’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of business and personal loans. As of August 31, 2021 and 2020, the Company has nil loans receivable. Provision for loan losses The provision for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). Recoveries represent subsequent collection of amounts previously charged-off. The increase in provision for loan losses is the netting effect of “reversal” and “provision” for both business and personal loans. If the ending balance of the provision for loan losses after any charge offs (net of recoveries) is less than the beginning balance, it will be recorded as a “reversal”; if it is larger, it will be recorded as a “provision” in the provision for loan loss. The netting amount of the “reversal” and the “provision” is presented in the statements of operations and comprehensive income. The provision consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts when due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”). The Company recognizes a charge-off when management determines that full repayment of a loan is not probable. The primary factor in making that determination is the potential outcome of a lawsuit against the delinquent debtor. The Company will recognize a charge-off when the Company loses contact with the delinquent borrower for more than nine months or when the court rules against the Company to seize the collateral asset of the delinquent debt from either the guarantor or borrower. In addition, when the recoverability of the delinquent debt is highly unlikely, the senior management team will go through a stringent procedure to approve a charge-off. Management estimates the provision balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the provision may be made for specific loans, but the entire provision is available for any loan that, in management’s judgment, should be charged-off. The provision for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date. The provision is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual loans and actual loss, delinquency, and/or risk rating record within the portfolio (Note 4). The Company evaluates its provision for loan losses on a quarterly basis or more often as necessary. Interest and fee receivables Interest and fee receivables are accrued and credited to income as earned but not received. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual interest or principal payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan interest or principal becomes past due by more than 90 days (The further extension of loan past due status is subject to management final approval and on case by case basis). Additionally, any previously accrued but uncollected interest is reversed. Subsequent recognition of income occurs only to the extent payment is received, subject to management’s assessment of the collectability of the remaining interest and principal. Loans are generally restored to an accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt and past due interest is recognized at that time. Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balance, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. The Company only grants credit terms to established customers who are deemed to be financially responsible. Credit periods to customers are within 90 days after customers received the purchased services. As of August 31, 2021 and 2020, the Company has reviewed of its outstanding balances, and no allowance for doubtful accounts has been made. Impairment of long-lived assets The Company evaluates long lived assets for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the asset is recognized. As of August 31, 2021 and 2020, management believes there was no impairment of long-lived assets. Revenue recognition Pursuant to the guidance of ASC Topic 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The following table presents the Company’s revenues disaggregated by revenue sources. Year ended August 31, Year ended August 31, Property agency services $ 3,385 $ 1,218 Mortgage referral services 216,317 25,413 $ 219,702 $ 26,631 Year ended August 31, Year ended August 31, Revenue recognized over time $ - $ - Revenue recognized at a point in time 219,702 26,631 $ 219,702 $ 26,631 Primary sources of the Company’s revenues are as follows: (a) Money lending Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalties. Additionally, any previously accrued but uncollected interest is reversed and accrual is discontinued, when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days. (b) Property agency services The Company’s entitlement to agency fee income includes an element of consideration that is variable or contingent on the outcome of future events. Actual agency fee income to be received is dependent upon, among others, the completion of transaction between buyers and sellers, price concession based on customary industry practice and payment plans chosen by the buyers. The Company is required to estimate the amount of consideration to which it will be entitled from the provision of property agency services. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is highly probable taking into consideration of the risk of fallen through and price concession based on customary industry practice, that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. (c) Mortgage referral services Referral fee is recognized as referral services are provided to the customer. The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the passage of time. The Company also records a contract liability when customers prepay but the Company has not yet satisfied its performance obligation. For all the periods presented, the Company did not have any significant incremental costs of obtaining contracts with customers incurred and/or costs incurred in fulfilling contracts with customers within the scope of ASC Topic 606, that shall be recognized as an asset and amortized to expenses in a pattern that matches the timing of the revenue recognition of the related contract. The Company did not have any material unsatisfied performance obligations, contract assets or liabilities as of August 31, 2021 and 2020. Revenue is recognized when the performance obligation is fulfilled and the payment from customers is not contingent on a future event. During all the periods presented, all of the Company’s revenues are derived in Hong Kong. Leases The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Income taxes The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. Foreign currency translation The Company’s reporting currency is the United States dollars (“U.S. dollars”). The financial records of the Company and its subsidiaries in Hong Kong are maintained in Hong Kong dollars (“HKD”), which is the functional currency of these entities. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated into the reporting currency at the rates of exchange ruling at the balance sheet date. Equity accounts are translated at historical exchange rates. Revenues, expenses, gain and loss are translated using the average rate of exchange in effect during the reporting period. Translation adjustments are reported and shown as a separate component of other comprehensive income in the consolidated statements of changes in equity and the consolidated statements of comprehensive income. During the periods presented, HKD is pegged to the U.S. dollar within a narrow range. Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding non-current bank borrowings and obligation under finance lease): cash, short-term bank borrowings, other loan, balances with a director and holding company and other payables approximate their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of the Company’s non-current bank borrowings and obligation under finance lease approximates the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Net loss per share The Company calculates net income/ (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/ (loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/ (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. The following table presents a reconciliation of basic and diluted net income (loss) per share: Year ended August 31, 2021 2020 Net loss $ (266,862 ) $ (265,093 ) Weighted average number of common shares outstanding - Basic and diluted 6,890,972 6,692,182 Net loss per share - Basic and diluted $ (0.04 ) $ (0.04 ) The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding as of August 31, 2021 and 2020. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent accounting pronouncements Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements under ASC 820. This ASU is to be applied on a prospective basis for certain modified or new disclosure requirements, and all other amendments in the standard are to be applied on a retrospective basis. The new standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The new standard is effective for the Company on September 1, 2020 and the new standard did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued But Not Yet Adopted In May 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for “smaller reporting companies” for fiscal year beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Company’s unaudited consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows. |
Prepaid Expenses, Deposits and
Prepaid Expenses, Deposits and Other Current Assets | 12 Months Ended |
Aug. 31, 2021 | |
Prepaid Expenses Deposits And Others Current Assets Disclosure [Abstract] | |
PREPAID EXPENSES, DEPOSITS AND OTHER CURRENT ASSETS | 3. PREPAID EXPENSES, DEPOSITS AND OTHER CURRENT ASSETS Prepaid expenses, deposits and other current assets were $302 as of August 31, 2021 and 2020. The balance represented utility deposits paid. |
Non-Marketable Equity Securitie
Non-Marketable Equity Securities | 12 Months Ended |
Aug. 31, 2021 | |
Non Marketable Equity Securities [Abstract] | |
NON-MARKETABLE EQUITY SECURITIES | 4. NON-MARKETABLE EQUITY SECURITIES On May 5, 2021, (i) Direct Assistance Limited, a wholly owned subsidiary of EFT Solutions Holdings Limited (a company listed on GEM of The Stock Exchange of Hong Kong Limited), (ii) 2Go Investments Group Limited and (iii) JTI formed eDDA Solutions Limited (“eDDA”), a company incorporated in Hong Kong with limited liability, which will principally engaged in the business of sales and maintenance services for the electronic direct debit authorization (“eDDA platform”). JTI has contributed share capital of $1 (HK$10), representing a 10% shareholding of eDDA. eDDA has not commenced operations as of the date of approval of these financial statements |
Accounts Payable, Other Payable
Accounts Payable, Other Payables and Accrued Liabilities | 12 Months Ended |
Aug. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUED LIABILITIES | 5. ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUED LIABILITIES August 31, August 31, Accounts payable 45,239 2,371 Accrued expenses 37,610 14,202 82,849 16,573 Accrued expenses represented payables for professional and consulting fees. |
Income Taxes, Deferred Tax Asse
Income Taxes, Deferred Tax Assets | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES, DEFERRED TAX ASSETS | 6. INCOME TAXES, DEFERRED TAX ASSETS (a) Income taxes in the consolidated statements of comprehensive loss The Company’s provision for income tax credit consisted of: August 31, August 31, Income tax credit – Hong Kong - (634 ) Deferred income tax benefit - - Income tax credit - (634 ) United States of Tax The Company is incorporated in the State of Nevada and is subject to the U.S. federal tax and state tax. The Tax Cuts and Jobs Act of (“TCJ Act”) was signed into law in December 2017, and among its many provisions, it imposed a mandatory one-time transition tax on undistributed international earnings and reduced the U.S. corporate income tax rate to 21%, effective January 1, 2018. No provision for income taxes in the United States has been made as the Company had no taxable income for the years ended August 31, 2021 and 2020. Hong Kong Tax The Company’s subsidiaries in Hong Kong and are subject to Hong Kong taxation at 16.5% on estimated assessable profit derived from their activities conducted in Hong Kong subject to a waiver of 100% of the profits tax under a cap of $2,564 (HK$20,000). A reconciliation of the provision for income taxes determined at the statutory income tax rate to the Company’s income taxes is as follows: August 31, August 31, Loss before provision for income taxes $ (266,862 ) $ (265,727 ) Statutory income tax rate 21 % 21 % Income tax credit computed at statutory income tax rate (56,041 ) (55,803 ) Reconciling items: Rate differential in different tax jurisdictions 6,838 10,329 Non-deductible expenses 37,707 7,602 Tax effect of tax relief (169 ) (1,444 ) Tax effect of utilization of tax losses - (1,814 ) Over-provision of income tax in prior year - (634 ) Valuation allowance on deferred tax assets 11,665 41,130 Income tax (credit) expenses $ - $ (634 ) The net tax loss of the subsidiaries in Hong Kong of $667,067 and $596,370 as of August 31, 2021 and 2020, respectively, available for offset against future profits, may be carried forward indefinitely. Management believes it is more likely than not that the Company will not realize these potential tax benefits as these operations will not generate operating profits in the foreseeable future. As a result, a valuation allowance was provided against the full amount of the potential tax benefits. (b) Deferred tax assets August 31, August 31, Deferred tax assets Tax loss 110,066 98,401 Valuation allowance (110,066 ) (98,401 ) - - |
Balances with Related Parties
Balances with Related Parties | 12 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
BALANCES WITH RELATED PARTIES | 7. BALANCES WITH RELATED PARTIES Note August 31, August 31, Amount due to a shareholder Ace Vantage Investments Limited (c) $ 316,120 $ 173,796 Amount due to a related company Century Crown Investments Limited (a) $ $ - Other payable 91,988 56,317 - Rental payable (b) 72,000 - (a) (c) 163,988 56,317 (a) Mr. Roy Kong Hoi Chan, the Company’s President, is a director of and a 50% shareholder of Century Crown Investments Limited. Century Crown Investments Limited is a wholly-owned subsidiary of Ace Vantage Investments Limited. (b) On August 20, 2020, the Company has entered into a sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for the period of one year from September 1, 2020 at $6,000 per month. For the years ended August 31, 2021 and 2020, the Company recorded $72,000 and nil On August 20, 2021, the Company renewed the sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for another year from September 1, 2021 at $6,000 per month. (c) The balances with the shareholder and related company detailed above as of August 31, 2021 and 2020 were unsecured, non-interest bearing and repayable on demand. For the years ended August 31, 2021 and 2020, the Company recorded $61,538 (HK$480,000) and $ nil For the years ended August 31, 2021 and 2020, the Company recorded $ nil nil For the years ended August 31, 2021 and 2020, the Company recorded $137,465(HK$1,072,224) and $2,371 (HK$18,494) services fees to High Flyers Info Limited, respectively. The executive director of the Company, Mark Ko Chiu Yip was a director of High Flyers Info Limited for the period from May 7, 2020 to September 15, 2020. Included in the accounts payable $24,747 and $2,371 as of August 31, 2021 and 2020, respectively, were payable to High Flyers Info Limited. |
Segment Information
Segment Information | 12 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 8. SEGMENT INFORMATION The Company’s segments are business units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Company’s Chief Executive Officer. For the year ended August 31, 2021 Money lending Property agency services Mortgage referral services Corporate unallocated (note) 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 expense (82,704 ) - (85,705 ) (114,906 ) (283,315 ) Profit (loss) from operations (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 ) As of August 31, 2021 Total assets 155 2,111 49,340 303 51,509 For the year ended August 31, 2020 Money lending Property agency services Mortgage referral services Corporate unallocated (note) 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 expense (133,368 ) (283 ) (4,230 ) (161,593 ) (299,474 ) Profit (Loss) from operations (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 ) As of August 31, 2020 Total assets 55 2,496 29 302 2,882 |
Common Stock
Common Stock | 12 Months Ended |
Aug. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
COMMON STOCK | 9. COMMON STOCK The Company was incorporated in the State of Nevada on May 19, 2016 with an authorized share capital of 75,000,000 shares of common stock with a par value of $0.001 per share. On May 20, 2021, the Company, Hainan Qicheng Asset Management Joint Stock Company (“Hainan”) and Temir Logistics entered into a sale and purchase agreement (“SPA”), whereby the Company shall issue 930,233 shares of the Company at a price of $21.5 per share, valued at $20,000,000 or in exchange of 10% shareholding in Bac Giang International Logistics Co., Ltd. Bac Giang is a company incorporated in the Socialist Republic of Vietnam, the principal business of which is to build and run a modern international logistics park in Bac Giang Province, Vietnam. 930,233 shares of the Company were issued to the nominee of Hainan on June 8, 2021. Based on the SPA, 930,233 shares were issued within one month from the signing date of SPA. The transfer of shares of Bac Giang will be completed within 3 years from the date of SPA. On August 25, 2021, the Company, Hainan and Temir Logistics entered into a SPA Termination agreement (“termination agreement”) to terminate all of the rights and obligation of the SPA entered on May 20, 2021 and to cancel the 930,233 shares issued to the nominee. 930,233 shares were cancelled on September 16, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company as lessee The Company’s rental expense was $72,000 and nil On August 20, 2020, the Company has entered into a sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for the period of one year from September 1, 2020 at $6,000 per month. For the year ended August 31, 2021, the Company recorded $72,000 rental payable to Century Crown Investments Limited. On August 20, 2021, the Company renewed the sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for another year from September 1, 2021 at $6,000 per month. As of August 31, 2021, the outstanding lease is short-term lease. The total minimum future lease payments are $72,000 payable in the twelve months ending August 31, 2022. |
Significant Risks
Significant Risks | 12 Months Ended |
Aug. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT RISKS | 11. SIGNIFICANT RISKS Credit risk Credit risk is one of the most significant risks for the Company’s business and arise principally in lending activities. Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Company manages credit risk through in-house research and analysis of the economy primarily in Hong Kong and the underlying obligors and transaction structures. To minimize credit risk, the Company requires collateral in the form of rights to cash, securities or property and equipment. The Company conducts credit evaluations of customers and generally does not require collateral or other security from its customers. Liquidity risk The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage. Concentration risk For all the periods presented, all of the Company’s assets were located in Hong Kong. One customer accounted for all of the Company’s income from property agency services for the year ended August 31, 2021 and 2020. Four customers accounted for 100% (47%, 22%, 20% and 11%) of the Company’s income from mortgage referral services for the year ended August 31, 2021. Four customers accounted for all (40%, 30%, 20% and 10%) of the Company’s income from mortgage referral services for the year ended August 31, 2020. Two customers accounted for 100% (57% and 43%) of the Company’s accounts receivable as of August 31, 2021. There was no accounts receivable as of August 31, 2020. Two suppliers accounted for 95% (70% and 25%) of the Company’s cost of revenue for the year ended August 31, 2021. One supplier accounted for 100% of the Company’s cost of revenue for the year ended August 31, 2020. Two suppliers accounted for 98% (55% and 43%) of the Company’s accounts payable as of August 31, 2021 and one supplier accounted for all of the Company’s accounts payable as of August 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than those matters described in note 9, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements of the Company have been prepared as if the existing corporate structure had been in existence throughout the periods presented and as if the reorganization had occurred as of the beginning of the earliest period presented. |
Going concern | Going concern The accompanying 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 August 31, 2021, the Company has suffered recurring losses from operations, and records an accumulated deficit and a working capital deficit of $962,330 and $511,049, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern . The continuation of the Company as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. The continuation of the Company as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s 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 the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its 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 the Company’s operations, management believes that COVID-19 could have a material impact on its financial results at this time, both current financial year and next financial year. 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 the Company not being able to continue as a going concern. |
Use of estimates | Use of estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to allowance for doubtful accounts, impairment of long-lived assets and valuation allowance for deferred tax assets. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates. In addition, different assumptions or circumstances could reasonably be expected to yield different results. |
Cash and cash equivalents | Cash and cash equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash includes cash on hand and demand deposits in accounts maintained with financial institutions within the Hong Kong. |
Loans receivable | Loans receivable Loans receivable primarily represent loan amounts due from customers. Loans receivable are recorded at unpaid principal balances net of provision that reflects the Company’s best estimate of the amounts that will not be collected. The loans receivable portfolio consists of business and personal loans. As of August 31, 2021 and 2020, the Company has nil loans receivable. |
Provision for loan losses | Provision for loan losses The provision for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). Recoveries represent subsequent collection of amounts previously charged-off. The increase in provision for loan losses is the netting effect of “reversal” and “provision” for both business and personal loans. If the ending balance of the provision for loan losses after any charge offs (net of recoveries) is less than the beginning balance, it will be recorded as a “reversal”; if it is larger, it will be recorded as a “provision” in the provision for loan loss. The netting amount of the “reversal” and the “provision” is presented in the statements of operations and comprehensive income. The provision consists of specific and general components. The specific component consists of the amount of impairment related to loans that have been evaluated on an individual basis, and the general component consists of the amount of impairment related to loans that have been evaluated on a collective basis. Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts when due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (“TDRs”). The Company recognizes a charge-off when management determines that full repayment of a loan is not probable. The primary factor in making that determination is the potential outcome of a lawsuit against the delinquent debtor. The Company will recognize a charge-off when the Company loses contact with the delinquent borrower for more than nine months or when the court rules against the Company to seize the collateral asset of the delinquent debt from either the guarantor or borrower. In addition, when the recoverability of the delinquent debt is highly unlikely, the senior management team will go through a stringent procedure to approve a charge-off. Management estimates the provision balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the provision may be made for specific loans, but the entire provision is available for any loan that, in management’s judgment, should be charged-off. The provision for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date. The provision is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual loans and actual loss, delinquency, and/or risk rating record within the portfolio (Note 4). The Company evaluates its provision for loan losses on a quarterly basis or more often as necessary. |
Interest and fee receivables | Interest and fee receivables Interest and fee receivables are accrued and credited to income as earned but not received. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual interest or principal payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan interest or principal becomes past due by more than 90 days (The further extension of loan past due status is subject to management final approval and on case by case basis). Additionally, any previously accrued but uncollected interest is reversed. Subsequent recognition of income occurs only to the extent payment is received, subject to management’s assessment of the collectability of the remaining interest and principal. Loans are generally restored to an accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt and past due interest is recognized at that time. |
Accounts receivable | Accounts receivable Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balance, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. The Company only grants credit terms to established customers who are deemed to be financially responsible. Credit periods to customers are within 90 days after customers received the purchased services. As of August 31, 2021 and 2020, the Company has reviewed of its outstanding balances, and no allowance for doubtful accounts has been made. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long lived assets for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to an amount by which the carrying value exceeds the fair value of the asset is recognized. As of August 31, 2021 and 2020, management believes there was no impairment of long-lived assets. |
Revenue recognition | Revenue recognition Pursuant to the guidance of ASC Topic 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company follows the five steps approach for revenue recognition under Topic 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The following table presents the Company’s revenues disaggregated by revenue sources. Year ended August 31, Year ended August 31, Property agency services $ 3,385 $ 1,218 Mortgage referral services 216,317 25,413 $ 219,702 $ 26,631 Year ended August 31, Year ended August 31, Revenue recognized over time $ - $ - Revenue recognized at a point in time 219,702 26,631 $ 219,702 $ 26,631 Primary sources of the Company’s revenues are as follows: (a) Money lending Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalties. Additionally, any previously accrued but uncollected interest is reversed and accrual is discontinued, when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days. (b) Property agency services The Company’s entitlement to agency fee income includes an element of consideration that is variable or contingent on the outcome of future events. Actual agency fee income to be received is dependent upon, among others, the completion of transaction between buyers and sellers, price concession based on customary industry practice and payment plans chosen by the buyers. The Company is required to estimate the amount of consideration to which it will be entitled from the provision of property agency services. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is highly probable taking into consideration of the risk of fallen through and price concession based on customary industry practice, that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. (c) Mortgage referral services Referral fee is recognized as referral services are provided to the customer. The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the passage of time. The Company also records a contract liability when customers prepay but the Company has not yet satisfied its performance obligation. For all the periods presented, the Company did not have any significant incremental costs of obtaining contracts with customers incurred and/or costs incurred in fulfilling contracts with customers within the scope of ASC Topic 606, that shall be recognized as an asset and amortized to expenses in a pattern that matches the timing of the revenue recognition of the related contract. The Company did not have any material unsatisfied performance obligations, contract assets or liabilities as of August 31, 2021 and 2020. Revenue is recognized when the performance obligation is fulfilled and the payment from customers is not contingent on a future event. During all the periods presented, all of the Company’s revenues are derived in Hong Kong. |
Leases | Leases The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU assets”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the lease liability. Lease expense is recognized on a straight-line basis over the lease term. The Company elected the package of practical expedients permitted under the transition guidance to combine the lease and non-lease components as a single lease component for operating leases associated with the Company’s office space lease, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the accounting standard issued by the Financial Accounting Standard Board (“FASB”) for income taxes. Under the asset and liability method as required by this accounting standard, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The charge for taxation is based on the results for the reporting period as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized. |
Foreign currency translation | Foreign currency translation The Company’s reporting currency is the United States dollars (“U.S. dollars”). The financial records of the Company and its subsidiaries in Hong Kong are maintained in Hong Kong dollars (“HKD”), which is the functional currency of these entities. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated into the reporting currency at the rates of exchange ruling at the balance sheet date. Equity accounts are translated at historical exchange rates. Revenues, expenses, gain and loss are translated using the average rate of exchange in effect during the reporting period. Translation adjustments are reported and shown as a separate component of other comprehensive income in the consolidated statements of changes in equity and the consolidated statements of comprehensive income. During the periods presented, HKD is pegged to the U.S. dollar within a narrow range. |
Fair value of financial instruments | Fair value of financial instruments The carrying value of the Company’s financial instruments (excluding non-current bank borrowings and obligation under finance lease): cash, short-term bank borrowings, other loan, balances with a director and holding company and other payables approximate their fair values because of the short-term nature of these financial instruments. Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of the Company’s non-current bank borrowings and obligation under finance lease approximates the carrying amount. The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 |
Net loss per share | Net loss per share The Company calculates net income/ (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income/ (loss) per share is computed by dividing the net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income/ (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. The following table presents a reconciliation of basic and diluted net income (loss) per share: Year ended August 31, 2021 2020 Net loss $ (266,862 ) $ (265,093 ) Weighted average number of common shares outstanding - Basic and diluted 6,890,972 6,692,182 Net loss per share - Basic and diluted $ (0.04 ) $ (0.04 ) The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding as of August 31, 2021 and 2020. |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Recent accounting pronouncements | Recent accounting pronouncements Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements under ASC 820. This ASU is to be applied on a prospective basis for certain modified or new disclosure requirements, and all other amendments in the standard are to be applied on a retrospective basis. The new standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The new standard is effective for the Company on September 1, 2020 and the new standard did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued But Not Yet Adopted In May 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this ASU address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for “smaller reporting companies” for fiscal year beginning after December 15, 2022. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Company’s unaudited consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenues disaggregated by revenue sources | Year ended August 31, Year ended August 31, Property agency services $ 3,385 $ 1,218 Mortgage referral services 216,317 25,413 $ 219,702 $ 26,631 Year ended August 31, Year ended August 31, Revenue recognized over time $ - $ - Revenue recognized at a point in time 219,702 26,631 $ 219,702 $ 26,631 |
Schedule of net income/loss per share earnings per share | Year ended August 31, 2021 2020 Net loss $ (266,862 ) $ (265,093 ) Weighted average number of common shares outstanding - Basic and diluted 6,890,972 6,692,182 Net loss per share - Basic and diluted $ (0.04 ) $ (0.04 ) |
Accounts Payable, Other Payab_2
Accounts Payable, Other Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | August 31, August 31, Accounts payable 45,239 2,371 Accrued expenses 37,610 14,202 82,849 16,573 |
Income Taxes, Deferred Tax As_2
Income Taxes, Deferred Tax Assets (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax expenses | August 31, August 31, Income tax credit – Hong Kong - (634 ) Deferred income tax benefit - - Income tax credit - (634 ) |
Schedule income taxes determined at the statutory income tax rate | August 31, August 31, Loss before provision for income taxes $ (266,862 ) $ (265,727 ) Statutory income tax rate 21 % 21 % Income tax credit computed at statutory income tax rate (56,041 ) (55,803 ) Reconciling items: Rate differential in different tax jurisdictions 6,838 10,329 Non-deductible expenses 37,707 7,602 Tax effect of tax relief (169 ) (1,444 ) Tax effect of utilization of tax losses - (1,814 ) Over-provision of income tax in prior year - (634 ) Valuation allowance on deferred tax assets 11,665 41,130 Income tax (credit) expenses $ - $ (634 ) |
Schedule of deferred tax assets | August 31, August 31, Deferred tax assets Tax loss 110,066 98,401 Valuation allowance (110,066 ) (98,401 ) - - |
Balances with Related Parties (
Balances with Related Parties (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Note August 31, August 31, Amount due to a shareholder Ace Vantage Investments Limited (c) $ 316,120 $ 173,796 Amount due to a related company Century Crown Investments Limited (a) $ $ - Other payable 91,988 56,317 - Rental payable (b) 72,000 - (a) (c) 163,988 56,317 (a) Mr. Roy Kong Hoi Chan, the Company’s President, is a director of and a 50% shareholder of Century Crown Investments Limited. Century Crown Investments Limited is a wholly-owned subsidiary of Ace Vantage Investments Limited. (b) On August 20, 2020, the Company has entered into a sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for the period of one year from September 1, 2020 at $6,000 per month. For the years ended August 31, 2021 and 2020, the Company recorded $72,000 and nil (c) The balances with the shareholder and related company detailed above as of August 31, 2021 and 2020 were unsecured, non-interest bearing and repayable on demand. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information by segment | For the year ended August 31, 2021 Money lending Property agency services Mortgage referral services Corporate unallocated (note) 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 expense (82,704 ) - (85,705 ) (114,906 ) (283,315 ) Profit (loss) from operations (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 ) As of August 31, 2021 Total assets 155 2,111 49,340 303 51,509 For the year ended August 31, 2020 Money lending Property agency services Mortgage referral services Corporate unallocated (note) 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 expense (133,368 ) (283 ) (4,230 ) (161,593 ) (299,474 ) Profit (Loss) from operations (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 ) As of August 31, 2020 Total assets 55 2,496 29 302 2,882 |
Title, Organization and Reorg_2
Title, Organization and Reorganization (Details) | May 05, 2021USD ($) | May 05, 2021HKD ($) | Mar. 29, 2019 | May 02, 2017HKD ($)shares | Dec. 18, 2013HKD ($)shares | Dec. 29, 2011HKD ($)shares | Dec. 21, 2011HKD ($)shares | May 20, 2021USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 20, 2019USD ($)shares | Mar. 20, 2019HKD ($)shares | May 31, 2021HKD ($)shares | Aug. 31, 2021$ / sharesshares | Sep. 16, 2021shares | Jun. 08, 2021shares | Apr. 02, 2020USD ($) | Mar. 20, 2019HKD ($)shares |
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Principle consideration (in Dollars) | $ | $ 4,686,272 | ||||||||||||||||
Sale of shares | 1,874,508 | ||||||||||||||||
Issuance of price per share (in Dollars per share) | $ / shares | $ 21.5 | $ 2.5 | |||||||||||||||
Description of agreement transaction | (i) the consideration of the Transaction from $4,686,272 to $10,295,455; and (ii) the number of Consideration Shares from 1,874,508 shares to 4,118,182 Consideration Shares. The effect of the issuance is that the Vendor will hold approximately 61.54% of the issued and outstanding shares of the Company | ||||||||||||||||
Ordinary shares | 10,000 | 1 | 4,118,182 | 1 | |||||||||||||
Percentage of shareholders | 10.00% | 10.00% | 100.00% | 10.00% | 61.54% | ||||||||||||
Issuance of shares | 930,233 | 930,233 | 930,233 | ||||||||||||||
Exchange value (in Dollars) | $ | $ 20,000,000 | ||||||||||||||||
Contributes value | $ | $ 10 | ||||||||||||||||
Ordinary share value (in Dollars) | $ | $ 1 | $ 1 | |||||||||||||||
Total cash consideration | $ (450,000) | $ 3,509,999.65 | |||||||||||||||
Total share capital | 10,000,000 | 10,000,000 | |||||||||||||||
Total share capital value | $ 450,000 | $ 3,510,000.65 | |||||||||||||||
Percentage of Ace vantage | 100.00% | 100.00% | 100.00% | ||||||||||||||
JTI [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Ordinary shares | 9,999,999 | 9,999,999 | |||||||||||||||
Percentage of shareholders | 100.00% | ||||||||||||||||
Contributes value | $ | $ 1 | ||||||||||||||||
JP [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Ordinary shares | 1 | ||||||||||||||||
Percentage of shareholders | 100.00% | ||||||||||||||||
Ordinary share value (in Dollars) | $ | $ 1 | ||||||||||||||||
JA [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Ordinary shares | 1 | ||||||||||||||||
Percentage of shareholders | 100.00% | ||||||||||||||||
Ordinary share value (in Dollars) | $ | $ 1 | ||||||||||||||||
SPA [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Issuance of shares | 930,233 | 930,233 | |||||||||||||||
Transfer of shares | 3 years | ||||||||||||||||
Mr. Roy Chan [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Ordinary shares | 629,350 | ||||||||||||||||
Percentage of Ace vantage | 50.00% | 50.00% | |||||||||||||||
Mr. Roy Chan [Member] | |||||||||||||||||
Title, Organization and Reorganization (Details) [Line Items] | |||||||||||||||||
Percentage of shareholders | 70.94% | ||||||||||||||||
Ordinary share value (in Dollars) | $ | $ 1 | ||||||||||||||||
Percentage of Ace vantage | 50.00% | 50.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (962,330) | $ (695,468) |
Working capital deficit | $ 511,049 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of revenues disaggregated by revenue sources - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Schedule of revenues disaggregated by revenue sources [Abstract] | ||
Property agency services | $ 3,385 | $ 1,218 |
Mortgage referral services | 216,317 | 25,413 |
Total service expenses | 219,702 | 26,631 |
Revenue recognized over time | ||
Revenue recognized at a point in time | 219,702 | 26,631 |
Total revenue recognized | $ 219,702 | $ 26,631 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of net income/loss per share earnings per share - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Schedule of net income/loss per share earnings per share [Abstract] | ||
Net loss | $ (266,862) | $ (265,093) |
Weighted average number of common shares outstanding - Basic and diluted | 6,890,972 | 6,692,182 |
Net loss per share - Basic and diluted | $ (0.04) | $ (0.04) |
Prepaid Expenses, Deposits an_2
Prepaid Expenses, Deposits and Other Current Assets (Details) - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Prepaid Expenses Deposits And Others Current Assets Disclosure [Abstract] | ||
Prepaid expenses, deposits and other current assets | $ 302 | $ 302 |
Non-Marketable Equity Securit_2
Non-Marketable Equity Securities (Details) - May 05, 2021 | USD ($) | HKD ($) |
Non Marketable Equity Securities [Abstract] | ||
JTI contributed amount | $ 1 | $ 10 |
Percentage of shareholdings | 10.00% |
Accounts Payable, Other Payab_3
Accounts Payable, Other Payables and Accrued Liabilities (Details) - Schedule of accounts payable and accrued expenses - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Schedule of accounts payable and accrued expenses [Abstract] | ||
Accounts payable | $ 45,239 | $ 2,371 |
Accrued expenses | 37,610 | 14,202 |
Total | $ 82,849 | $ 16,573 |
Income Taxes, Deferred Tax As_3
Income Taxes, Deferred Tax Assets (Details) | Jan. 01, 2018 | Aug. 31, 2021USD ($) | Aug. 31, 2021HKD ($) | Aug. 31, 2020USD ($) |
United States [Member] | ||||
Income Taxes, Deferred Tax Assets (Details) [Line Items] | ||||
Corporate income tax rate | 21.00% | |||
Hong Kong [Member] | ||||
Income Taxes, Deferred Tax Assets (Details) [Line Items] | ||||
Taxation percentage | 16.50% | 16.50% | ||
Profit tax percentage | 100.00% | 100.00% | ||
Amount of profits tax | $ 2,564 | $ 20,000 | ||
Net tax loss of the subsidiaries | $ 667,067 | $ 596,370 |
Income Taxes, Deferred Tax As_4
Income Taxes, Deferred Tax Assets (Details) - Schedule of provision for income tax expenses - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Income Taxes, Deferred Tax Assets (Details) - Schedule of provision for income tax expenses [Line Items] | ||
Income tax credit | $ (634) | |
Deferred income tax benefit | ||
Hong Kong [Member] | ||
Income Taxes, Deferred Tax Assets (Details) - Schedule of provision for income tax expenses [Line Items] | ||
Income tax credit | $ (634) |
Income Taxes, Deferred Tax As_5
Income Taxes, Deferred Tax Assets (Details) - Schedule income taxes determined at the statutory income tax rate - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Schedule income taxes determined at the statutory income tax rate [Abstract] | ||
Loss before provision for income taxes | $ (266,862) | $ (265,727) |
Statutory income tax rate | 21.00% | 21.00% |
Income tax credit computed at statutory income tax rate | $ (56,041) | $ (55,803) |
Reconciling items: | ||
Rate differential in different tax jurisdictions | 6,838 | 10,329 |
Non-deductible expenses | 37,707 | 7,602 |
Tax effect of tax relief | (169) | (1,444) |
Tax effect of utilization of tax losses | (1,814) | |
Over-provision of income tax in prior year | (634) | |
Valuation allowance on deferred tax assets | 11,665 | 41,130 |
Income tax (credit) expenses | $ (634) |
Income Taxes, Deferred Tax As_6
Income Taxes, Deferred Tax Assets (Details) - Schedule of deferred tax assets - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 |
Deferred tax assets | ||
Tax loss | $ 110,066 | $ 98,401 |
Valuation allowance | (110,066) | (98,401) |
Deferred tax assets |
Balances with Related Parties_2
Balances with Related Parties (Details) | Sep. 01, 2021USD ($) | Aug. 31, 2021USD ($) | Aug. 31, 2021HKD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2020HKD ($) | May 31, 2021 | Mar. 29, 2019 | Dec. 18, 2013 |
Balances with Related Parties (Details) [Line Items] | ||||||||
Ownership percentage | 100.00% | 100.00% | 100.00% | |||||
Office space lease per month | $ 6,000 | |||||||
Rental expenses | $ 72,000 | |||||||
Century Crown Investments Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Rental expenses | ||||||||
JTI Property Agency Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Rental expenses | 61,538 | $ 480,000 | ||||||
JTI Finance Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Rental expenses | 123,077 | $ 960,000 | ||||||
JTI Asset Management Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Rental expenses | 27,692 | 216,000 | ||||||
High Flyers Info Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Service fees | 137,465 | $ 1,072,224 | 2,371 | $ 18,494 | ||||
Accounts payable | $ 24,747 | $ 2,371 | ||||||
Century Crown Investments Limited [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Ownership percentage | 50.00% | |||||||
Century Crown Investments Limited [Member] | Office Space [Member] | ||||||||
Balances with Related Parties (Details) [Line Items] | ||||||||
Office space lease per month | $ 6,000 |
Balances with Related Parties_3
Balances with Related Parties (Details) - Schedule of related party transactions - USD ($) | Aug. 31, 2021 | Aug. 31, 2020 | |
Amount due to a related company | |||
- Other payable | $ 91,988 | $ 56,317 | |
- Rental payable | [1] | 72,000 | |
Total | [2],[3] | 163,988 | 56,317 |
Ace Vantage Investments Limited [Member] | |||
Amount due to a shareholder | |||
Amount due to a shareholder | [3] | 316,120 | 173,796 |
Century Crown Investments Limited [Member] | |||
Amount due to a related company | |||
Amount due to a related company | |||
[1] | On August 20, 2020, the Company has entered into a sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for the period of one year from September 1, 2020 at $6,000 per month. For the years ended August 31, 2021 and 2020, the Company recorded $72,000 and nil rental expenses to Century Crown Investments Limited, respectively. On August 20, 2021, the Company renewed the sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for another year from September 1, 2021 at $6,000 per month. | ||
[2] | Mr. Roy Kong Hoi Chan, the Company’s President, is a director of and a 50% shareholder of Century Crown Investments Limited. Century Crown Investments Limited is a wholly-owned subsidiary of Ace Vantage Investments Limited. | ||
[3] | The balances with the shareholder and related company detailed above as of August 31, 2021 and 2020 were unsecured, non-interest bearing and repayable on demand. |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment reporting information by segment - USD ($) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Money lending [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
General and administrative expense | (82,704) | (133,368) |
Profit (loss) from operations | (82,704) | (133,368) |
Other income | 1,282 | |
Profit (loss) before income tax | (82,704) | (132,086) |
Income tax | ||
Net profit (loss) | (82,704) | (132,086) |
Total assets | 155 | 55 |
Property agency services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,385 | 1,218 |
Cost of revenue | (1,523) | |
Gross profit | 1,862 | 1,218 |
General and administrative expense | (283) | |
Profit (loss) from operations | 1,862 | 935 |
Other income | ||
Profit (loss) before income tax | 1,862 | 935 |
Income tax | 634 | |
Net profit (loss) | 1,862 | 1,569 |
Total assets | 2,111 | 2,496 |
Mortgage referral services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 216,317 | 25,413 |
Cost of revenue | (204,400) | (2,371) |
Gross profit | 11,917 | 23,042 |
General and administrative expense | (85,705) | (4,230) |
Profit (loss) from operations | (73,788) | 18,812 |
Other income | ||
Profit (loss) before income tax | (73,788) | 18,812 |
Income tax | ||
Net profit (loss) | (73,788) | 18,812 |
Total assets | 49,340 | 29 |
Corporate unallocated (note) [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
General and administrative expense | (114,906) | (161,593) |
Profit (loss) from operations | (114,906) | (161,593) |
Other income | 2,674 | 8,205 |
Profit (loss) before income tax | (112,232) | (153,388) |
Income tax | ||
Net profit (loss) | (112,232) | (153,388) |
Total assets | 303 | 302 |
Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 219,702 | 26,631 |
Cost of revenue | (205,923) | (2,371) |
Gross profit | 13,779 | 24,260 |
General and administrative expense | (283,315) | (299,474) |
Profit (loss) from operations | (269,536) | (275,214) |
Other income | 2,674 | 9,487 |
Profit (loss) before income tax | (266,862) | (265,727) |
Income tax | 634 | |
Net profit (loss) | (266,862) | (265,093) |
Total assets | $ 51,509 | $ 2,882 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | ||||
May 20, 2021 | Sep. 16, 2021 | Aug. 31, 2021 | Jun. 08, 2021 | May 19, 2016 | |
Common Stock (Details) [Line Items] | |||||
Authorized share capital | 75,000,000 | ||||
Share capital par value (in Dollars per share) | $ 0.001 | ||||
Shares issued | 930,233 | 930,233 | 930,233 | ||
Shares issued price per share (in Dollars per share) | $ 21.5 | $ 2.5 | |||
Value of Shares (in Dollars) | $ 20,000,000 | ||||
Percentage of shareholdings | 10.00% | ||||
SPA [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Shares issued | 930,233 | 930,233 | |||
Transfer of shares | 3 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 20, 2021 | Aug. 20, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Rental expense | $ 72,000 | |||
Commitments, description | On August 20, 2021, the Company renewed the sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for another year from September 1, 2021 at $6,000 per month. | On August 20, 2020, the Company has entered into a sub-lease agreement with Century Crown Investments Limited for office space in Hong Kong for the period of one year from September 1, 2020 at $6,000 per month. | ||
Total minimum future lease payments | 72,000 | |||
Century Crown Investments Limited [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Rental payable | $ 72,000 |
Significant Risks (Details)
Significant Risks (Details) | 12 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
One Cutomer [Member] | ||
Significant Risks (Details) [Line Items] | ||
Number of customers | 1 | 1 |
Customer Concentration Risk [Member] | One Cutomer [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 11.00% | 10.00% |
Customer Concentration Risk [Member] | One Cutomer [Member] | Accounts Receivable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 57.00% | |
Customer Concentration Risk [Member] | Three customers [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Number of customers | 4 | |
Concentration risk percentage | 30.00% | |
Customer Concentration Risk [Member] | Four Customers Total [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 100.00% | |
Customer Concentration Risk [Member] | Four Customers [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Number of customers | 4 | |
Concentration risk percentage | 47.00% | 40.00% |
Customer Concentration Risk [Member] | Three Customers Two [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 22.00% | |
Customer Concentration Risk [Member] | Two Customers [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 20.00% | 20.00% |
Customer Concentration Risk [Member] | Two Customers [Member] | Accounts Receivable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 43.00% | |
Customer Concentration Risk [Member] | Two Suppliers [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 25.00% | |
Number of suppliers | 2 | |
Customer Concentration Risk [Member] | Two Suppliers [Member] | Accounts Receivable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Number of customers | 2 | |
Customer Concentration Risk [Member] | Two Suppliers [Member] | Accounts Payable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 43.00% | |
Number of suppliers | 2 | |
Customer Concentration Risk [Member] | Two Customer Total [Member] | Accounts Receivable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 100.00% | |
Customer Concentration Risk [Member] | Suppliers Total [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 95.00% | |
Customer Concentration Risk [Member] | Suppliers Total [Member] | Accounts Payable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 98.00% | |
Customer Concentration Risk [Member] | One Supplier [Member] | Revenue Benchmark [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 70.00% | 100.00% |
Number of suppliers | 1 | |
Customer Concentration Risk [Member] | One Supplier [Member] | Accounts Payable [Member] | ||
Significant Risks (Details) [Line Items] | ||
Concentration risk percentage | 55.00% | |
Number of suppliers | 1 |