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Form 10-K TEMIR CORP. For: Aug 31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended AUGUST 31, 2020

 


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________
to ___________

 

COMMISSION
FILE NO. 
333-213996

 

TEMIR CORP.

(Exact name of registrant as specified in
its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation
or Organization)

 

98-1321204   7999
IRS Employer Identification Number   Primary Standard Industrial Classification Code Number

 

Temir Corp.

Suite 1802-03, 18th Floor,
Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong

Tel. 852-28527388

(Address and telephone number of registrant’s
executive office)

 

Securities registered pursuant to Section
12(b) of the Act: None

 

Securities registered pursuant to Section
12(g) of the Act: None

 

Indicate by check mark whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 
   No 

 

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 
   No 

 

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes     No 

 

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. Yes     No 

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer,  smaller  reporting  company, 
or an emerging  growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company,  indicate 
by  check mark if  the registrant  has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided  pursuant  to Section 7(a)(2)(B) of the Securities Act.  

 

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act) Yes 
   No 

 

As of December 12, 2020, the registrant
had 6,692,182 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active
trading market has been established as of December 12, 2020.

 

 

 

Table Of Contents

 

 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking
statements. These statements relate to future events or our future financial performance. These statements often can be identified
by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,”
“estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking
statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best
judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important
factors beyond our control that could cause actual results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking
statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated
events.

 

As used in this annual report, the terms “we”, “us”,
“our”, “Temir”, “the Company”, mean TEMIR CORP., unless otherwise indicated.

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

DESCRIPTION OF BUSINESS

 

Our Corporate History and Background

 

Temir Corp. (OTCQB: TMRR) were incorporated
in the State of Nevada on May 19, 2016. We commence operations in tourism. Our principal office address is located at Suite 1802-03,
18th Floor, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.

 

Our Temir Business

 

The Company was a travel agency that organized
individual and group tours in Kyrgyzstan, such as cultural, recreational, sport, business ecotours and other travel tours. Services
and products provided by our Company included custom packages according to the client’s specifications. We developed and
offered our own tours in Kyrgyzstan as well as third-party suppliers.

 

While we are retaining our Temir business,
our primary business has changed, with the acquisition of JTI Financial Services Group Limited (“JTI”) on April 2,
2020.

 

Reverse Acquisition of JTI

 

On
April 2, 2020, the Company as purchaser and the Vendor entered into the Agreement with respect to the acquisition of the entire
issued share capital of JTI for a consideration of $4,686,272, which will be satisfied by the allotment and issue of the shares
of the Company. Mr. Roy Chan, an executive director and president of the Company, was holding 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} shareholding in the Vendor prior
to the Transaction. The remaining 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} equity interest in the Vendor is held by the father of Mr. Roy Chan.

 

Under the terms and conditions of the Agreement,
the Company offered, sold and issued 1,874,508 shares of common stock of the Company as Consideration Shares at the issue
price of $2.5 per Consideration Share for the acquisition of all the issued share capital of JTI (the “Transaction”).

 

On
April 29, 2020, the Company as purchaser and the Vendor entered into the Amendment to the Agreement.
Pursuant to the Amendment,
the parties have agreed to extend the Long Stop Date (as defined in the Agreement) to June 30, 2020 or such later date as may be
agreed between the Vendor and the Company.

 

On
June 30, 2020, the Company as purchaser and the Vendor entered into the Second Amendment to the Agreement and the Amendment.
Pursuant
to the Second Amendment, the parties have agreed to further extend the Long Stop Date (as defined in the Agreement) to July 31,
2020 or such later date as may be agreed between the Vendor and the Company.

 

On
June 30, 2020, the Company as purchaser and the Vendor entered into the Third Amendment to the Agreement, the Amendment and the
Second Amendment.
Pursuant to the Third Amendment, the parties have agreed to adjust (i) the consideration of the Transaction
from US$4,686,272 to US$10,295,455; and (ii) the number of Consideration Shares from 1,874,508 shares to 4,118,182 Consideration
Shares. Save as disclosed above, all the other terms in the Agreement remain unchanged and in full force and effect. The effect
of the issuance is that the Vendor will hold approximately 61.54{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of common stock of the Company. 

 

The revised consideration has been determined
and agreed between the parties on an arm’s length basis based on the potential growth of JTI and after taking into account
the market conditions, and the Board considers that the entering into of the Third Amendment is fair and reasonable and is in the
interest of the Company and its shareholders as a whole.

 

 

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.
The Company’s officers and directors, Mr. Roy Chan, Mr. Mark Yip and Mr. Brian Wong, control an aggregate of 4,993,412 or
74.62{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, of the outstanding common stock of the Company, on a fully diluted basis, after the Transaction.

 

Name and Address of Beneficial Owner   Amount and Nature of Beneficial Ownership     Percentage of
Common Stock
 
             
Roy Kong Hoi Chan     629,350       9.40 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Brian Hung Ngok Wong     244,630       3.66 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Mark Ko Chiu Yip     1,250       0.02 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Ace Vantage Investments Limited     4,118,182       61.54 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Total     4,993,412       74.62 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

Upon completion, Temir is interested in
the entire equity interest in JTI, and as such, JTI became a wholly-owned subsidiary of Temir. JTI was incorporated in Hong Kong,
China on February 8, 2019.

 

The principal activities of JTI are provision
of diversified financial services through its wholly owned subsidiaries incorporated in Hong Kong.

 

JTI Finance Limited (“JF”)
is a licensed money lender in Hong Kong, holding a money lender license no. 0991/2019 granted by the licensing court of Hong Kong.
JF offers various types of loans including but not limited to personal loan, business loan, credit card consolidation loan and
equity pledge loan to its customers. Its target customers are small and medium size corporation and retail customers with a principal
place of business in Hong Kong. Hong Kong’s lending market is dominant by the banks and money lenders which are wholly owned
by the banks. The borrowers are normally required to provide highly secured collaterals such as property for obtaining credit facility
from the banks and money lenders which are wholly owned by the banks. JF targets to provide credit facility to the borrowers who
needs operating cash flows funding but are not able to provide highly secured collaterals. Higher interest rates will be applied
to these loans and could generate higher profit margin for JF.

 

Concept We Mortgage Broker Limited (“CW”)
is one of the active mortgage brokers in Hong Kong. CW provides up-to-date mortgage plans of numerous banks and financial institutions.
CW provides analysis and comparison on different mortgage plans offered by banks and financial institutions, assisting its customers
to choose the most suitable mortgage plan and borrowing terms based on each customer’s financial background. Its revenue
is mainly derived from the referral fee from the banks and financial institutions for the mortgage referral.

 

JTI Property Agency Limited (“JP”)
is a licensed property agent in Hong Kong, holding an estate agent’s license granted by Estate Agents Authority of Hong Kong.
JP maintains good business connections and reputation with the landlords of commercial properties. JP mainly provides commercial
property agency services in Hong Kong. Its revenue is mainly derived from the commission provided by the landlord for facilitating
the sales or lease of commercial properties.

 

JTI Asset Management Limited (“JA”)
is a consultancy services company. After the completion of the Agreement, JA is planning to apply for fund management licenses
in Hong Kong or in other jurisdiction, aiming to provide fund management services globally.

 

 

Listing Status

 

Temir Corp. has been approved to upgrade
its common shares from the Pink® Open Market to the OTCQB® Venture Market under the trading system
“TMRR”, effective September 8, 2020.

 

 

Revenue and Business Model

 

JTI’s revenue is mainly derived from
interest income, commission, referral fee and advisory services fee. JTI only charges fees to clients on a successfully basis.

 

  1. Property agency fee is from 2.5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 3{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} on the gross value of the transactions;

 

  2. Mortgage referral fee is from 0.1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 4{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} on the gross value of the transactions;

 

  3. Consultancy advisory services fee is determined on case by case basis with a minimum fee of US$10,000 per contract: and

 

  4. The interest rate of the money lending business from 0.001{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 2.2{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} monthly flat rate, depending on the loan type and borrowers’ credibility.

 

Government Regulation and Approvals

 

JTI is subject to a number of local laws
and regulations that involve matters such as money lending, estate agency, privacy, rights of publicity, data protection, content
regulation, intellectual property, competition, protection of minors, consumer protection, taxation or other subjects. Many of
these laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business.
In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the new and
rapidly evolving industry in which we operate.

 

Intellectual Property

 

JF owns a trademark which is registered
under the intellectual property department of the government of Hong Kong SAR. The trademark number is 302036853 and the expiry
date is September 20, 2021. The details of trademark shown as below:

 

 

It is believed to be of material importance
in the operation of JF’s operation. JTI believes that no single patent, license, or trademark is material in relation to
JTI’s business as a whole.

 

Employees

 

We have 5 full-time employees as of August 31, 2020.

 

DESCRIPTION OF PROPERTIES

 

Our principal office is located at Suite
1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.

 

We do not own any real estate or other physical properties.

 

 

Item 1A. Risk Factors

 

The Company operates in an environment
that involves a number of risks and uncertainties. The risks and uncertainties described in this Annual Report on Form 10-K are
not the only risks and uncertainties that we face. Additional risks and uncertainties that presently are not considered material
or are not known to us, and therefore are not mentioned herein, may impair our business operations. If any of the risks described
in this Annual Report on Form 10-K actually occur, our business, operating results and financial position could be adversely affected. 

 

RISKS RELATING TO OUR COMPANY

 

Financial service industry is highly competitive in Hong
Kong.

 

We operate in the financial services industry
in Hong Kong, which has a large number of existing participants, making the industry highly competitive. Our results of operations
and business development are dependent on our ability to complete equity or debt financings or generate profitable return. Such
financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustment
that is able to reflect the outcome of this uncertainty.

 

If our estimates related to future expenditures
are erroneous or inaccurate, our business will fail and you could lose your entire investment.

 

Our success is dependent in part upon the
accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those
we expect to incur as a publicly reporting company) and for administrative expenses. If such estimates are erroneous or inaccurate,
or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our
business and the loss of your entire investment.

  

If we are not able to develop our business
as anticipated, we may not be able to generate revenue or achieve profitability and you may lose your investment.

 

Our business prospects are difficult to
predict because of the financial service industry is highly competitive. Our primary business activities will be focused on the
relative high risk operating cash flows funding. Although we believe that our business plan has significant profit potential, we
may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able
to develop our business as anticipated, we may not be able to generate revenue or achieve profitability and you may lose your entire
investment.

  

We may not be able to execute our business plan or stay in
business without additional funding.

 

Our ability to generate future operating
revenue depends in part on whether we can obtain necessary financing to implement our business plan. We may require additional
financing through the issuance of debt and/or equity to fund our future operation plans, and such financing may not be forthcoming.
As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions
and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional
financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms
favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional
financing when it becomes required will have an adverse effect on our ability to remain in business.

 

Our operating subsidiaries may fail
to renew their licenses.

 

Our money lending business is subject to
licensing requirements under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong). JF, our operating
subsidiary, is a licensed money lender in Hong Kong, holding a money lender license. Money lenders licenses are granted by the
licensing court of Hong Kong and are renewable annually subject to satisfaction of all licensing conditions. The licensing court
has the discretion to suspend or revoke a license if a licensee is in breach of any licensing condition. We cannot guarantee that
the conditions or requirements which JF may be required to satisfy or meet will not change from time to time.

 

Our property agency business is subject
to licensing requirements under the provisions of the Estate Agents Ordinance (Chapter 511 of the Laws of Hong Kong). JP is a licensed
property agent in Hong Kong, holding an estate agent’s license granted by Estate Agents Authority of Hong Kong. The Estate
Agents Authority of Hong Kong has the discretion to suspend or revoke a license if a licensee is in breach of any licensing condition.
We cannot guarantee that the conditions or requirements which JP may be required to satisfy or meet will not change from time to
time.

 

In the event that our operating subsidiaries
are unable to renew their licenses in a timely manner or if the relevant authorities do not approve the application for a renewal
of their licenses, our subsidiaries may not be able to operate their business until such time as they receive new licenses, which
may have a material adverse effect on our financial condition and results of operation.

 

Our property agency business and mortgage
referral business are sensitive to downturns in the economy, economic uncertainty and particularly the performance of the real
estate market in Hong Kong.

 

CW and JP are our operating subsidiaries
that mainly provide mortgage referral services and commercial property agency services in Hong Kong. Their business and financial
performance are sensitive to the real estate market in Hong Kong. Demand for property is sensitive to downturns and uncertainty
in the global and regional economy and corresponding changes in the appetite for real estate investments and purchases. Changes
in the appetite for real estate investments and purchases are driven by various factors including, amongst others, perceived or
actual general economic conditions, employment and job market conditions, actual or perceived levels of disposable consumer income
and wealth and consumer confidence in the economy. These and other factors have, in the past, affected consumer demand for real
estate and any negative sentiment or downturn in the economy could materially and adversely affect our business, financial condition
and results of operations and also our liquidity position.

 

Our money lending business is exposed
to the credit risks of our customers.

 

The financial position and profitability
of our money lending business depends in part on our customers’ creditworthiness. Thus, we are exposed to our customers’
credit risks. There is no assurance that we will not encounter doubtful or bad debts in the future. If we experience slower payments
from our customers, it may increase our accounts receivable aging and/or our bad debts. Further, our cash flows and financial results
will be adversely affected if we experience any unexpected delay or difficulty in collections from our customers.

 

Our money lending business is affected
by fluctuations in interest rates and our credit position.

 

The interest rate risks faced by JF arise
from both the interest-bearing lending and borrowings of our money lending business. In particular, our profitability is highly
correlated with the net interest margin, being the difference between the interest rate charged to our customers and the costs
of our funding. The interest rate chargeable by JF to its customers is determined by, amongst other factors, the market demand
for loans and the prevailing competition in the industry, and is ultimately capped by the relevant provisions of the Money Lenders
Ordinance (Chapter 163 of the Laws of Hong Kong). The borrowing cost of JF is determined with reference to the overall local money
lending market conditions and our credit positions. An increase in general interest rates or a deterioration of our credit positions
will lead to increases in our funding costs.

 

Our money lending business may be affected
by changes in the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong).

 

The business operation of JF is regulated
under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and full compliance with such regulation is essential
for us to carry on our business. Notwithstanding this, the relevant regulatory authorities may from time to time amend the Money
Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) or adopt new laws and regulations applicable to licensed money lenders
in Hong Kong. Our operation, financial performance and business prospects may be materially and adversely affected if we are not
able to comply with any changes and/or new requirements in applicable laws and regulations related to the money lending industry
in Hong Kong. Notably, for the mortgage loans granted by us to our customers, the interest rate for such loans shall not exceed
the maximum effective interest rate of 60{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum as stipulated under the Money Lenders Ordinance (Chapter 163 of the Laws of
Hong Kong). In the event that such maximum limit for interest rate is lowered as a result of any change to the Money Lenders Ordinance
(Chapter 163 of the Laws of Hong Kong) and/or any relevant laws and regulations, thus limiting and lowering the interest rate we
can offer to our customers, our financial performance, operational results and profitability may be materially and adversely affected.

 

Unfavorable financial market and economic
conditions in Hong Kong, China, and elsewhere in the world could materially and adversely affect our asset management business.

 

JA is planning to apply for fund management
licenses in Hong Kong or in other jurisdiction, aiming to provide fund management services globally. During a market or general
economic downturn, we may derive lower revenue from our asset management business due to lower mark-to-market or fair value of
the assets that we manage. In addition, due to uncertainty or volatility in the market or in response to difficult market conditions,
our customers or prospective customers may withdraw funds from, or hesitate to allocate assets to, our asset management business
in favor of investments they perceive as offering greater opportunity or lower risk. Difficult market conditions can also materially
and adversely affect our ability to launch new products or offer new services in our asset management business, which could negatively
affect our financial performance, operational results and profitability.

 

The loss of the services of any key
member of management team, our Chief Executive Officer and Chairman of the Board of Directors, or our failure to timely identify
and retain competent personnel could negatively impact our ability to develop our business and sell our services.

 

The decision making is based on a team
of management, which consists of at least 5 directors and/or managers. The board of directors consists of 6 members. We are not
highly dependent on any manager or director for any business decisions. Our future success depends upon the continued services
of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and
employees with the skills required to execute our business objectives. The loss of the services of any executive officer or director
or our failure to timely identify and retain competent personnel would have small impact our ability to develop our business and
license our brand, and have minimal effect on our financial results and impair our growth.

 

Our success depends on good business
relationship with clients and banks and other financial institutions.

 

Our success depends
on good business relationship with clients and banks and other financial institutions. Our business would be adversely affected
if:

 

  the major banks in Hong Kong such as HSBC, Bank of China, Hang Seng Bank, suspend or terminate their mortgage business, our revenue generated from mortgage referral business will be substantially impacted;

 

  our major business partner, Savills (Hong Kong), has any negative impact on their business or their reputation, our revenue generated from property agency business will be affected;

 

 

  we fail to raise capital for the development of initial customer base and reputation;

 

  we fail to implement our business model and strategy; and

 

  we are not able to retain our management team who have extensive working experience in the banking and finance sectors.  

 

We incur costs associated with SEC reporting
compliance, which may significantly affect our financial condition.

 

The Company made the decision to become
an SEC “reporting company” in order to comply with applicable laws and regulations. We incur certain costs of compliance
with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing
fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately
US$100,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company
being in a position where it had very limited access to additional capital funding. 

 

We have identified material weaknesses
in our internal control over financial reporting. If we fail to remediate the material weaknesses or maintain an effective system
of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and
investor confidence and the market price of our shares may be adversely affected.

 

To implement Section 404 of the Sarbanes-Oxley
Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management on the company’s
internal control over financial reporting in their annual reports on Form 10-K. Under current law, we are subject to the requirement
that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls,
assuming our filing status remains as a smaller reporting company. A report of our management is included under Item 9A of this
Annual Report on Form 10-K. Our management has identified the following material weaknesses in our internal control over financial
reporting:

 

  (1) We do not have an audit committee – While we are not obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial reporting. Currently, our Chief Executive Officer and directors act in the capacity of the audit committee, and do not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
     
  (2) We do not have adequate written policies and procedures – Due to lack of adequate written policies and procedures for accounting and financial reporting, we did not establish a formal process to close our books monthly and account for all transactions in a timely manner.
     
  (3) We did not implement appropriate information technology controls – As at August 31, 2019, we retained copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
     
  (4) We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements.

 

A “material weakness” is a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on
a timely basis. We have taken measures and plan to continue to take measures to remedy this material weakness. However, the implementation
of these measures may not fully address the material weakness in our internal control over financial reporting. Our failure to
address any control deficiency could result in inaccuracies in our financial statements and could also impair our ability to comply
with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, effective internal
control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations
and prospects, as well as the trading price of our shares, may be materially and adversely affected.

 

Our independent registered auditors
have expressed substantial doubt about our ability to continue as a going concern.

 

Our audited financial statements included
in this report include an explanatory paragraph that indicates that they were prepared assuming that we would continue as a going
concern.  As of August 31, 2020, we have suffered recurring losses from operations, and records an accumulated deficit and
a working capital deficit of $695,468 and $244,186, respectively. These factors raise substantial doubts about our ability to continue
as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial
support from our shareholders or other debt or capital sources. Management believes the existing shareholders or external financing
will provide the additional cash to meet our obligations as they become due. There can be no assurance that we will be successful
in our plans described above or in attracting equity or alternative financing on acceptable terms, or if at all. 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 our inability to continue as a going concern.

 

 

The audit report included in this report
have been prepared by auditors whose work may not be inspected fully by the Public Company Accounting Oversight Board and, as such,
you may be deprived of the benefits of such inspection.

 

Our independent registered public accounting
firm that issue the audit report included in our reports filed with the SEC as auditors of companies that are traded publicly in
the United States and firms registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, are required
by the laws of the United States to undergo regular inspections by the PCAOB to assess their respective compliance with the laws
of the United States and professional standards.

 

Many other clients of our auditors have
substantial operations within mainland China, and the PCAOB has been unable to complete inspections of the work of our auditors
without the approval of the Chinese authorities. Thus, our auditors and their audit work are not currently inspected fully by the
PCAOB. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S.
regulation in their oversight of financial statement audits of U.S.-listed companies with significant operation in China. However,
it remains unclear what further actions the SEC and PCAOB will take to address the problem.

 

Inspections of other firms that the PCAOB
has conducted outside mainland China have identified deficiencies in those firms’ audit procedures and quality control procedures,
which can be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in mainland
China prevents the PCAOB from regularly evaluating our auditors’ audit procedures and quality control procedures as they
relate to their work in mainland China. As a result, investors may be deprived of the benefits of such regular inspections.

 

The inability of the PCAOB to conduct full
inspections of auditors in mainland China makes it more difficult to evaluate the effectiveness of our auditors’ audit procedures
and quality control procedures as compared to auditors who primarily work in jurisdictions where the PCAOB has full inspection
access. Investors may lose confidence in our reported financial information and the quality of our financial statements.

 

Proceedings instituted by the SEC against
five PRC-based accounting firms could result in financial statements being determined to be not in compliance with the requirements
of the Securities Exchange Act of 1934.

 

The SEC previously instituted proceedings
against mainland Chinese affiliates of the “big four” accounting firms, including the affiliate of our auditor, for
failing to produce audit work papers under Section 106 of the Sarbanes-Oxley Act because of restrictions under PRC law. Each of
the “big four” accounting firms in mainland China agreed to a censure and to pay a fine to the SEC to settle the dispute
and stay the proceedings for four years, until the proceedings were deemed dismissed with prejudice on February 6, 2019. It remains
unclear whether the SEC will commence a new administrative proceeding against the four mainland China-based accounting firms. Any
such new proceedings or similar action against our audit firm for failure to provide access to audit work papers could result in
the imposition of penalties, such as suspension of our auditor’s ability to practice before the SEC. If our independent registered
public accounting firm, or its affiliate, was denied, even temporarily, the ability to practice before the SEC, and it was determined
that our financial statements or audit reports were not in compliance with the requirements of the U.S. Exchange Act, we could
be at risk of delisting or become subject to other penalties that would adversely affect our ability to remain listed on the Nasdaq.

 

In recent years, U.S. regulators have continued
to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant
operations in China. More recently, as part of increased regulatory focus in the U.S. on access to audit information, on May 20,
2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act, or the HFCA Act, which includes requirements for the
SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is unable to inspect or investigate completely
because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. If the HFCA Act or any similar
legislation were enacted into law, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if
our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our ordinary shares
being delisted. Delisting of our ordinary shares would force our U.S.-based shareholders to sell their shares. The market prices
of our ordinary shares could be adversely affected as a result of anticipated negative impacts of the HFCA Act upon, as well as
negative investor sentiment towards, China-based companies listed in the United States, regardless of whether the HFCA Act is enacted
and regardless of our actual operating performance.

 

Furthermore, on June 4, 2020, the U.S.
President issued a memorandum ordering the President’s Working Group on Financial Markets (“PWG”) to submit a
report to the President within 60 days of the memorandum that includes recommendations for actions that can be taken by the executive
branch, the SEC, the PCAOB or other federal agencies and departments with respect to Chinese companies listed on U.S. stock exchanges
and their audit firms, in an effort to protect investors in the United States. On August 6, 2020, PWG released its Report on Protecting
United States Investors from Significant Risks from Chinese Companies (“PWG Report”). The PWG Report includes five
recommendations for the Securities and Exchange Commission. In particular, to address companies from jurisdictions, such as China,
that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, the PWG recommends enhanced listing standards
on U.S. exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB access to work papers of
the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard as a result of governmental
restrictions on access to audit work papers and practices in these countries may satisfy this requirement by providing a co-audit
from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers
and practices to conduct an appropriate inspection of the co-audit firm. The PWG Report permits the new listing standards to provide
for a transition period until January 1, 2022 for listed companies. The recommendations are to include actions that could be taken
under current laws and rules as well as possible new rulemaking recommendations. Any resulting actions, proceedings or new rules
could adversely affect the listing and compliance status of China-based issuers listed in the United States, such as our company,
and may have a material and adverse impact on the trading prices of the securities of such issuers, including our ordinary shares,
and substantially reduce or effectively terminate the trading of our ordinary shares in the United States.

 

 

We, our customers, our suppliers and
other partners may be adversely affected by disaster or health epidemics, including the recent COVID-19 outbreak.

 

In general, our
business could be adversely affected by the effects of epidemics, including, but not limited to, the COVID-19, avian influenza,
severe acute respiratory syndrome (SARS), the influenza A virus, Ebola virus, severe weather conditions such as storm, flood or
hazardous air pollution, or other outbreaks. In recent years, there have been outbreaks of epidemics in various countries. Recently,
there was an outbreak of a novel strain of coronavirus (COVID-19) in the PRC, which has spread rapidly across the world. In March
2020, the World Health Organization declared the COVID-19 a pandemic.

 

As all of our revenues are generated in
Hong Kong, our results of operations will likely be adversely, and may be materially, affected, to the extent that the COVID-19
or any other epidemic harms the Hong Kong’s and global economy. Any potential impact to our results of operations will depend
on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19.
The actions taken by government authorities and other organizations to contain the spread of COVID-19 are beyond our control. Potential
impacts include, but are not limited to, the following:

 

  temporary closure of offices and the implement of temporary travel restrictions;

 

  our customers that are negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase our services, which may materially adversely impact our revenue. We may have to provide significant sales incentives to our customers in response to boost our sales, which may in turn materially adversely affect our financial condition and operating results;
     
  our customers may delay the payment or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts;
     
  the business operations of our customers have been and could continue to be negatively impacted by the outbreak of COVID-19, which may result in loss of customers or disruption of our business or services, which may in turn materially adversely affect our financial condition and operating results; and
     
  some of our customers, suppliers and other partners are small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. Our results of operations and financial results may be materially and adversely affected if the SMEs that we work with fail to resume normal business operations as a result of economic impact or the outbreak of COVID-19.

 

In response to the outbreak of COVID-19,
government and other organizations may adopt regulations and policies that could lead to severe disruption to our daily operations,
including but not limited to:

 

  the reduction of economic activity and close our office for all our employees to work from home has resulted in a significant reduction in productivity. As a result of these effects, our cumulative revenues for the year ended August 31, 2020 was lower than our revenues for the same period in 2019 with the major negative impact identified in May 2020. Due to the decline of the Group’s operating results in 2020, our liquidity is likely to be negatively impacted and additional funding may be needed in the future;
     
  for the period since December 31, 2019, the Group has furthermore incurred losses. Depending on the duration of the COVID-19 crisis and continued negative impact on economic activity, the Group may experience further negative results, liquidity restraints and incur additional impairments on its assets in 2020, which may result in material adverse impact to our financial condition and results of operations.

 

RISKS ASSOCIATED WITH OUR SECURITIES

 

Our shares of common stock do not presently
trade, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares
of common stock either now or in the future.

 

Although our common stock is quoted on
the OTC Markets, our shares of common stock do not trade and the price of our common stock, if traded, may not reflect our value.
There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Market
liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the
awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may
not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders
of our securities may not find purchasers our securities should they to sell securities held by them. Consequently, our securities
should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite
period of time.

 

If a more active market should develop,
the price of our shares of common stock may be highly volatile. Because there may be a low price for our shares of common stock,
many brokerage firms may not be willing to effect transactions in our securities. Even if an investor finds a broker willing to
effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any,
and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares
of common stock as collateral for any loans.

 

 

We may, in the future, issue additional
common shares, which would reduce investors’ percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize
the issuance of 75,000,000 shares of common stock. As of August 31, 2020, the Company had 6,692,182 shares of common stock
issued and outstanding. Accordingly, we may issue up to an additional 68,307,818 shares of common stock. The future issuance of
common stock and/or preferred stock will result in substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our
investors, and might have an adverse effect on any trading market for our common stock.

 

Our officers and directors collectively
beneficially own a majority of our stock, and accordingly, collectively have control over stockholder matters, our business and
management.

 

Mr. Roy Chan, the Company’s President
is holder of 4,747,532 shares, Mr. Mark Yip, the director, is holder of 1,250 shares and Mr. Brian Wong, Chief Executive officer,
is holder of 244,630 shares of common stock of the Company. Therefore, our officers and directors collectively hold approximately
74.62{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our issued and outstanding shares of common stock. As a result, our officers and directors will collectively have the
discretion to:

 

  Elect or defeat the election of our directors;

 

  Amend or prevent amendment of our Articles of Incorporation or Bylaws;

 

  Effect or prevent a merger, sale of assets or other corporate transaction; and

 

  Affect the outcome of any other matter submitted to the stockholders for vote.

 

Moreover, because of the significant ownership
position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders
would have no recourse as a result of decisions made by management.

 

In addition, sales of significant amounts
of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common
stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting
to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our
stock price.

 

State securities laws may limit secondary
trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

 

Secondary trading in common stock sold
in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available
for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading
of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of
that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity
for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

 

The Company does not intend to seek registration
or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside
from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available
to purchasers of the shares of common stock sold in this offering,

 

Anti-takeover effects of certain provisions
of Nevada state law hinder a potential takeover of us.

 

Though not now, we may be or in the future
we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has
more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada
or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the
ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the
following proportions of the voting power of the corporation in the election of directors:

 

(i) one-fifth or more but less than one-third,
(ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be
direct or indirect, as well as individual or in association with others.

 

The effect of the control share law is
that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are
conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority
to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders
do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting
shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling
interest, their shares do not become governed by the control share law.

 

 

If control shares are accorded full voting
rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record,
other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such
stockholder’s shares.

 

Nevada’s control share law may have
the effect of discouraging takeovers of the corporation.

 

In addition to the control share law, Nevada
has a business combination law which prohibits certain business combinations between Nevada corporations and “interested
stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,”
unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested
stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting
power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time
within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of
the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad
to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance
the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Nevada’s business combination
law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our
board of directors.

 

Because we do not intend to pay any
cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings
to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware
that there are various risks. You should consider carefully these risk factors, together with all of the other information included
in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into
actual events, our business, financial condition or results of operations could be materially adversely affected.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

We do not own any property.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not currently involved in any legal proceedings and we
are not aware of any pending or potential legal actions.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS

 

No report required.

 

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

 

MARKET INFORMATION

 

As of August 31, 2020 the 6,692,182 issued
and outstanding shares of common stock were held by a total of 61 shareholders of record.

 

DIVIDENDS

 

We have never paid or declared any dividends on our common stock
and do not anticipate paying cash dividends in the foreseeable future.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

 

We currently do not have any equity compensation plans.

 

ITEM 6. SELECTED FINANCIAL DATA

 

As a smaller reporting company, we are not required to provide
the information called for by Item 6 of Form 10-K.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS

 

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

 

 

Overview

We were incorporated in the State of Nevada
on May 19, 2016. We commenced operations in tourism. We were a travel agency that organized individual and group tours in Kyrgyzstan,
such as cultural, recreational, sport, business, ecotours and other travel tours. Services and products provided by our company
included custom packages according to the client’s specifications. We developed and offered our own tours in Kyrgyzstan as
well as third-party suppliers.

 

On 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, our principal office relocated
to Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong. Our management is planning to restructure our business
from a travel agency to a Fintech Company with major business focusing on financials services and using the internet, mobile devices,
software technology or cloud services to perform or connect with financial services.

 

Reverse Acquisition of JTI

On April 2, 2020, the Company entered into
a Sale and Purchase Agreement, by and among the Company, JTI, a Hong Kong corporation, and the Vendor.

 

Under the terms and conditions of the Agreement
(and supplemented by the Amendment, the Second Amendment and the Third Amendment), the Company offered, sold and will issue
4,118,182 shares of common stock in consideration for all the issued and outstanding shares in JTI. The effect of the issuance
is that the Vendor now hold approximately 61.54{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of common stock of the Company.

 

Mr. Roy Chan, the founder of JTI, and Chairman
of the board of directors is the holder of 629,350 shares of common stock of the Company prior to the Transaction. The Company’s
officers and directors, Mr. Roy Chan, Mr. Mark Yip and Mr. Brian Wong therefore, control an aggregate of 4,993,412 or 74.62{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of
the outstanding common stock of the Company, on a fully diluted basis, after the Transaction.

 

As a result of the agreement, JTI is now
a wholly-owned subsidiary of the Company.

 

The transaction with JTI was treated as
a reverse acquisition, with JTI as the acquirer and the Company as the acquired party.  As a result of the controlling financial
interest of the former stockholders of JTI, for financial statement reporting purposes, the merger between the Company and JTI
was treated as a reverse acquisition, with JTI deemed the accounting acquirer and the Company deemed the accounting acquiree under
the acquisition method of accounting in accordance with the Section 805-10-55 of the FASB Accounting Standards Codification. The
reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of JTI. (the accounting acquirer)
are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination
and the equity structure (the number and type of equity interests issued) of JTI is being retroactively restated using the exchange
ratio established in the Share Purchase Agreement to reflect the number of shares of the Company issued to effect the acquisition.
The number of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial
statements is determined by adding the number of common shares deemed issued and the issued equity interests of JTI immediately
prior to the business combination to the unredeemed shares and the fair value of the Company determined in accordance with the
guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity
interests issued) in the consolidated financial statements immediately post combination reflects the equity structure of the Company,
including the equity interests the legal acquirer issued to effect the combination.

 

JTI has four wholly owned operating subsidiaries,
namely, JTI Finance Limited, Concept We Mortgage Broker Limited, JTI Property Agency Limited and JTI Asset Management Limited.
The principal activities of JTI are provision of diversified financial services through its wholly owned subsidiaries incorporated
in Hong Kong.

 

JF is a licensed money lender in Hong Kong,
holding a money lender license no. 0991/2019 granted by the licensing court of Hong Kong. JF offers various types of loans including
but not limited to personal loan, business loan, credit card consolidation loan and equity pledge loan to its customers in Hong
Kong.

 

CW is one of the active mortgage brokers
in Hong Kong. Its revenue is mainly derived from the referral fee from the banks and financial institutions for the mortgage referral.

 

JP is a licensed property agent in Hong
Kong, holding an estate agent’s license granted by Estate Agents Authority of Hong Kong. Its revenue is mainly derived from
the commission provided by the landlord for facilitating the sales or lease of commercial properties.

 

JA is a consultancy services company. After
the completion of the Agreement, JA is planning to apply for fund management licenses in Hong Kong or in other jurisdiction, aiming
to provide fund management services globally.

 

Impact of COVID-19

The spread of the coronavirus (“COVID-19”)
around the world has caused significant business disruption in year 2020. In March 2020, the World Health Organization declared
the outbreak of COVID-19 as a global pandemic, which continues to spread around the world. There is significant uncertainty around
the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Hong Kong’s and global
economy. While it is difficult to estimate the financial impact of COVID-19 on the Company’s operations, management believes
that COVID-19 could have a material impact on its financial results in year 2021.

 

 

Results of operations

 

The following table sets forth key components of our results
of operations for the years ended August 31, 2020 and 2019:

 

    Year ended  
    August 31,
2020
    August 31,
2019
 
             
REVENUE   $ 26,631     $ 44,392  
                 
Cost of revenue     (2,371 )     (15,966 )
                 
GROSS PROFIT     24,260       28,426  
                 
General and administrative expenses     (299,474 )     (193,981 )
                 
LOSS FROM OPERATIONS     (275,214 )     (165,555 )
                 
Other Income     9,487       29,127  
                 
Loss before income tax     (265,727 )     (136,428 )
Income tax credit (expense)     634       (643 )
                 
NET LOSS     (265,093 )     (137,071 )

 

As of August 31, 2020, our accumulated
deficit was $695,468.

 

Year ended August 31, 2020 compared
to the year ended August 31, 2019

 

Revenue and cost of revenue

 

During the year ended August 31, 2020,
the Company generated revenue of $26,631 compared to $44,392 for the year ended August 31, 2019. Cost of revenue was $2,371 for
the year ended August 31, 2020 compared to $15,966 for the year ended August 31, 2019. Our agency revenues were $1,218 the year
ended August 31, 2020 while such revenue was $33,097 in 2019. On the other hand, mortgage referral fee income was $25,413 in the
year ended August 31, 2020. We earned $10,993 mortgage referral fee in last year. Included in cost of revenue were referral fees
of nil and $15,966 incurred in relation to our property agency business in 2020 and 2019, respectively.

 

General and administrative expenses

 

During the year ended August 31, 2020,
we incurred $299,474 general and administrative expenses compared to $193,981 for the year ended August 31, 2019. General and administrative
expenses incurred generally related to corporate overhead, director fee, financial and administrative contracted services, such
as legal and accounting and developmental costs.

 

Net loss

 

As a result of the cumulative effect of
the factors described above, our net loss for the year ended August 31, 2020 was $265,093 compared to net loss of $137,071 for
the year ended August 31, 2019.

 

Going concern

 

Our consolidated 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, 2020, we have suffered
recurring losses from operations, and record an accumulated deficit and a working capital deficit of $695,468 and $244,186,
respectively. These conditions raise substantial doubt about our ability to continue as a going concern. The continuation of our
company as a going concern is dependent upon improving our profitability and the continuing financial support from our shareholders
or other debt or capital sources. Management believes the existing shareholders or external financing will provide the additional
cash to meet our obligations as they become due.

 

The continuation of our company as a going
concern is dependent upon improving its profitability and the continuing financial support from our shareholders or other debt
or capital sources. Management believes the existing shareholders or external financing will provide the additional cash to meet
our obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available,
that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, if needed, it may contain
undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in the
case of equity financing.

 

 

In March 2020, the World Health Organization
declared the outbreak of COVID-19 as a global pandemic, which continues to spread around the world. There is significant uncertainty
around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the Hong Kong’s and
global economy. While it is difficult to estimate the financial impact of COVID-19 on our operations, management believes that
COVID-19 could have a material impact on our financial results at this time.

 

Our consolidated financial statements do
not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities
that may result in our company not being able to continue as a going concern.

 

Segment Information

 

The following table set forth our results
of operations by segments:

 

For the year ended August 31, 2020   Money lending     Property agency services     Mortgage referral services     Corporate unallocated     Consolidated  
                               
Revenue   $     $ 1,218     $ 25,413     $     $ 26,631  
Cost of revenue                 (2,371 )           (2,371 )
Gross profit           1,218       23,042             24,260  
General and administrative expenses     (133,368 )     (283 )     (4,230 )     (161,593 )     (299,474 )
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 )

 

For the year ended August 31, 2019   Money lending     Property agency services     Mortgage referral services     Corporate unallocated     Consolidated  
                               
Revenue   $ 302     $ 33,097     $ 10,993     $     $ 44,392  
Cost of revenue           (15,966 )                 (15,966 )
Gross profit     302       17,131       10,993             28,426  
General and administrative expenses     (130,431 )     (1,531 )     (5,702 )     (56,317 )     (193,981 )
Profit (loss) from operations     (130,129 )     15,600       5,291       (56,317 )     (165,555 )
Other income     4,512                   24,615       29,127  
Profit (loss) before income tax     (125,617 )     15,600       5,291       (31,702 )     (136,428 )
Income tax           (643 )                 (643 )
Net profit (loss)     (125,617 )     14,957       5,291       (31,702 )     (137,071 )

 

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

 

We primarily operate in Hong Kong. Substantially
all our long-lived assets are located in Hong Kong.

 

Liquidity and capital resources

 

Working Capital

 

    August 31,  
    2020     2019  
Cash and cash equivalents   $ 2,580     $ 10,252  
Total current assets     2,882       85,612  
Total assets     2,882       85,804  
Total liabilities     247,068       64,897  
Accumulated deficit     695,468       430,375  
Total equity (deficit)     (244,186 )     20,907  

 

 

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

 

    Year ended  
    August 31,
2020
    August 31,
2019
 
             
Net cash used in operating activities   $ (234,137 )   $ (141,221 )
Net cash from investing activities            
Net cash provided by financing activities     226,465       149,928  
                 
Net increase (decrease) in cash and cash equivalents     (7,672 )     8,707  
Cash and cash equivalents, beginning of year     10,252       1,545  
CASH AND CASH EQUIVALENTS, END OF YEAR   $ 2,580     $ 10,252  

 

Cash Flows from Operating Activities

 

For the year ended August 31, 2020, net
cash flows used in operating activities was $234,137consisting primarily of net loss of $265,093 offset by the decrease of accounts
receivable of $3,298, decrease of prepaid expenses, deposits and other current assets of $16,410 and increase of accrued liabilities
of $9,008. For the year ended August 31, 2019, net cash flows used inoperating activities was $141,221, consisting primarily of
net loss of $137,071 and an increase of prepaid expenses, deposits and other current assets of $16,410.

 

Cash Flows from Investing Activities

 

Cash flows used in investing activities
was nil during years ended August 31, 2020 and August 31, 2019.

 

Cash Flows from Financing Activities

 

Cash flows provided by financing activities
during the year ended August 31, 2020 were $226,465, consisting of $661,643 advances from a shareholder and offset by $435,178
repayment to a shareholder. Cash flows provided by financing activities during the year ended August 31, 2019 were $149,928, consisting
of $185,269 advances from a shareholder and $35,341 repayment to a shareholder. 

 

Contractual Obligations and Commercial
Commitments

 

We had the following contractual obligations
and commercial commitments as of August 31, 2020: .

 

    Payment Due by Period  
    Total     Less than 1 Year     1-3 Years     3-5 Years     More than 5 Years  
Amount due to a shareholder   $ 173,796     $ 173,796     $             –     $              –     $               –  
Amount due to a related company     56,317       56,317                    
Total   $ 230,113     $ 230,113     $     $     $  

 

We believe that our current cash and financing from our existing
stockholders are adequate to support operations for at least the next 12 months. We may, however, in the future, require additional
cash resources due to changed business conditions, implementation of our strategy to expand our business or other investments or
acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may
seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities
could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available
in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at
all, could limit our ability to expand our business operations and could harm our overall business prospects.

 

Capital Expenditures

 

We did not incur any capital expenditures in the periods presented.

 

Inflation

 

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

 

 

Off Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor
in our securities.

 

Seasonality

 

Our operating results and operating cash
flows historically have not been subject to significant seasonal variations. This pattern may change, however, as a result of new
market opportunities or new product introductions.

 

Critical Accounting Policies and Estimates

 

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

 

Recent Accounting Pronouncements

 

For further information on recently issued
accounting pronouncements, see Note 2—Summary of Significant Accounting Policies in the accompanying notes to consolidated
financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report
on Form 10-K.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

 

Not applicable.

 

 

ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Temir Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated
balance sheets of Temir Corp. and its subsidiaries (the “Company”) as of August 31, 2020 and 2019, and the related
consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for
each of the two years in the period ended August 31, 2020, and the related notes (collectively referred to as the “consolidated
financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Company as of August 31, 2020 and 2019, and the consolidated results of its operations and
its cash flows for each of the two years in the period ended August 31, 2020, in conformity with accounting principles generally
accepted in the United States.

 

Consideration of the Company’s
Ability to Continue as a Going Concern

 

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the consolidated financial statements, the Company has
suffered recurring losses from operations, and records an accumulated deficit as of August 31, 2020, and the Company
currently has net working capital deficit. These conditions raise substantial doubt about the Company’s ability to
continue as a going concern. 
Management’s plans in regard to these matters are also described in Note 2.
These consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 

Basis for Opinion

 

These consolidated financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 

/s/ Centurion ZD CPA& Co.

 

Centurion ZD CPA & Co.

 

We have served as the Company’s auditor
since 2020.

 

Hong Kong, China

December 15, 2020

 

 

 

TEMIR CORP.
CONSOLIDATED BALANCE SHEETS
As of August 31, 2020 and 2019
(In U.S. dollars)

 

    August 31,  
    2020     2019  
             
             
CURRENT ASSETS            
Cash   $ 2,580     $ 10,252  
Loans receivable, current, net of nil provision for loan losses           2,681  
Accounts receivable, net of nil provision for doubtful accounts           3,298  
Prepaid expenses, deposits and other current assets     302       16,712  
Amount due from a shareholder           52,669  
                 
Total current assets     2,882       85,612  
                 
Long-term loans receivable, net of nil provision for loan losses           192  
                 
TOTAL ASSETS   $ 2,882     $ 85,804  
                 
CURRENT LIABILITIES                
Other payables and accrued liabilities   $ 16,573     $ 7,564  
Tax payable     382       1,016  
Amount due to a related company     56,317       56,317  
Amount due to a shareholder     173,796        
                 
Total liabilities     247,068       64,897  
                 
STOCKHOLDERS’ EQUITY                
Common stock, $0.001 par value 75,000,000 shares authorized; 6,692,182 shares issued and outstanding as of August 31,
2020 and  2019
    6,692       6,692  
Additional paid-in capital     444,590       444,590  
Accumulated deficit     (695,468 )     (430,375 )
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY     (244,186 )     20,907  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY   $ 2,882     $ 85,804  

 

The accompanying notes are an integral part
of these financial statements.

 

 

 

TEMIR CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the Years Ended August 31, 2020 and 2019
(In U.S. dollars)

 

    Year ended  
    August 31,
2020
    August 31,
2019
 
             
REVENUE   $ 26,631     $ 44,392  
                 
Cost of revenue     (2,371 )     (15,966 )
                 
GROSS PROFIT     24,260       28,426  
                 
General and administrative expenses     (299,474 )     (193,981 )
                 
LOSS FROM OPERATIONS     (275,214 )     (165,555 )
                 
Other income     9,487       29,127  
                 
LOSS BEFORE INCOME TAX     (265,727 )     (136,428 )
                 
Income tax credit (expense)     634       (643 )
                 
NET LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE YEAR   $ (265,093 )   $ (137,071 )
                 
Loss per common share:                
Basic and diluted   $ (0.04 )   $ (0.02 )
                 
Weighted Average Number of Common Shares Outstanding:                
Basic and diluted     6,692,182       6,692,182  

 

The accompanying notes are an integral part
of these financial statements.

 

 

 

TEMIR CORP.
CONSOLDIATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended August 31, 2020 and 2019
(In U.S. dollars)

 

    Number of
Common
shares
    Amount     Additional
Paid-in
Capital
    Accumulated
Deficit
    Total
Stockholders’
Equity (Deficit)
 
                               
Balance as of September 1, 2018     6,692,182     $ 6,692     $ 444,590     $ (293,304 )   $ 157,978  
Net loss                       (137,071 )     (137,071 )
Balance as of August 31, 2019     6,692,182     $ 6,692     $ 444,590     $ (430,375 )   $ 20,907  
Net loss                       (265,093 )     (265,093 )
Balance as of August 31, 2020     6,692,182     $ 6,692     $ 444,590     $ (695,468 )   $ (244,186 )

 

The accompanying notes are an integral part
of these financial statements.

  

 

 

TEMIR CORP.
CONSOLDIATED STATEMENTS OF CASH FLOWS
For the Years Ended August 31, 2020 and 2019
(In U.S. dollars)

 

    Year ended     Year ended  
    August 31,
2020
    August 31,
2019
 
             
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss   $ (265,093 )   $ (137,071 )
Change in operating assets and liabilities                
Loans receivable     2,873       8,120  
Account receivable     3,298       (3,298 )
Prepaid expenses, deposits and other current assets     16,410       (16,410 )
Other payables and accrued liabilities     9,009       6,795  
Tax payable     (634 )     643  
Net cash used in operating activities     (234,137 )     (141,221 )
                 
CASH FLOWS FROM FINANCING ACITIVITIES                
Advances from a shareholder     661,643       185,269  
Repayment to a shareholder     (435,178 )     (35,341 )
Net cash provided by financing activities     226,465       149,928  
                 
Net (decrease) increase in cash and cash equivalents     (7,672 )     8,707  
Cash and cash equivalents, beginning of year     10,252       1,545  
CASH AND CASH EQUIVALENTS, END OF YEAR   $ 2,580     $ 10,252  
                 
SUPPLEMENTAL CASH FLOWS INFORMATION                
Interest paid   $     $  
Income tax paid   $     $  

 

The accompanying notes are an integral part
of these financial statements

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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 issue 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of common stock 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 issue of 4,118,182
shares of Temir, Ace Vantage holds 61.54{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} shareholding of Temir and Mr. Roy Chan and Mr. Chan Hip Fong (father of Mr Roy Chan)
together hold 70.94{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}.

 

Upon completion of the Transactions
on July 6, 2020, Temir became interested in the entire equity interest in JTI, and as such, JTI became a wholly-owned subsidiary
of Temir. For financial accounting purposes, the share exchange 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 Financial Services Group
Limited (“JTI” or the “Company”) was incorporated in Hong Kong, China on February 8, 2019.

 

The Company through its subsidiaries
provide diversified financial services. JTI has four operating subsidiaries, namely, JTI Finance Limited (“JF”), Concept
We Mortgage Broker Limited (“CW”), JTI Property Agency Limited (“JP”) and JTI Asset Management Limited
(“JA”).

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

Company name   Place/date of incorporation   Principal activities
           
1. JTI Finance Limited (“JF”)   Hong Kong, China/ December 29, 2011    Money lending
           
2. Concept We Mortgage Broker Limited (“CW”)   Hong Kong, China / December 18, 2013   Mortgage broker providing mortgage related consultancy services
           
3. JTI Property Agency Limited (“JP”)   Hong Kong, China/ December 21, 2011    Property agency
           
4. JTI Asset Management Limited (“JA”)   Hong Kong, China/ May 2, 2017   General consulting services

 

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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} owned by Mr. Roy Kong Hoi Chan and 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} held by Ace
Vantage. On March 29, 2019, Century Crown Investment Limited transferred 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} 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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of their shareholding of JA to JTI

 

The acquisition of JF, CW,
JP and JA by JTI has 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.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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.
The Company has adopted August 31 as its fiscal year
end.

 

Going concern

The
accompanying
consolidated 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, 2020, the
Company has suffered recurring losses from operations, and records an accumulated deficit and a working capital deficit of 
$695,468 and $244,186, 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.

 

These
consolidated financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets and liabilities that may result in 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 (See Note 3).

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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, 2019, the Company has reviewed of its outstanding balances, and no allowance for doubtful accounts has
been made. As of August 31, 2020, the Company has nil accounts receivable.

 

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, 2020 and 2019, 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,
2020
    August 31,
2019
 
             
Money lending   $              –     $ 302  
Property agency services     1,218       33,097  
Mortgage referral services     25,413       10,993  
                 
    $ 26,631     $ 44,392  

 

   

Year
ended

 
    August 31,
2020
    August 31,
2019
 
             
Revenue recognized over time   $          –     $ 302  
Revenue recognized at a point in time     26,631       44,090  
                 
    $ 26,631     $ 44,392  

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

Primary sources of the Company’s
revenues are as follows:

 

 

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, 2020 and 2019. 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.

 

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.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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 : Observable inputs such as quoted prices in active markets;
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

 

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,  
    2020     2019  
             
Net loss   $ (265,093 )   $ (137,071 )
Weighted average number of common shares outstanding – Basic and diluted     6,692,182       6,692,182  
Net loss per share – Basic and diluted   $ (0.04 )   $ (0.02 )

 

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

 

On September 1, 2019, the Company
adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), as amended, which supersedes the lease
accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and
corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing
and uncertainty of cash flows arising from leasing arrangements. The Company did not have operating leases at September 1, 2019
and August 31, 2020 that require recognition of ROU assets and leases liabilities. The adoption did not impact the Company’s
beginning accumulated deficit, and did not have a material impact on the Company’s consolidated statements of income and
statements of cash flows.

 

Accounting Pronouncements
Issued But Not Yet Adopted

 

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 consolidated financial statements.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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 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.

 

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.

 

 

The interest rates on loans
issued was 0.0012{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} to 2.2{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum for the years ended August 31, 2020 and 2019.

 

All loans are made to either
business or individual customers in Hong Kong for a period of 16 to 77 months.

 

As of August 31, 2020 and 2019,
the Company had nil and 1 personal loan customer, respectively.

 

Provision for loan losses is
estimated on a quarterly basis based on an assessment of specific evidence indicating doubtful collection, historical experience,
loan balance aging and prevailing economic conditions.

 

For all the periods presented,
no provision was charged to the consolidated statements of operations.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

Interest on loans receivable
is accrued and credited to income as earned. The Company determines a loan’s past due status by the number of days that have
elapsed since a borrower has failed to make a contractual loan 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 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).

 

The following table represents
the aging of loans by type of loan:

 

    August 31,
2020
    August 31,
2019
 
             
Business loans, unsecured            
Current   $        –     $          –  
Over 1 year past due            
Total business loans   $     $  
                 
Personal loans, unsecured                
Current   $     $ 2,490  
1-89 days past due           383  
Over 1 year past due            
Total personal loans   $     $ 2,873  
                 
Total loans receivable   $     $ 2,873  
                 
Current   $     $ 2,681  
Non-current           192  
Total loans receivable   $     $ 2,873  

 

The Company originates loans
to customers located primarily in Hong Kong.

 

4. PROVISION FOR LOAN LOSSES

 

The provision
for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management
performs a quarterly evaluation of the adequacy of the provision. The provision is based on the Company’s past loan loss
history, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the
estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant
factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision
as more information becomes available.

 

The provision
is calculated at portfolio-level since the Company’s loan portfolio is generally comprised of smaller balance homogenous
loans and is collectively evaluated for impairment.

 

For the
purpose of calculating portfolio-level reserves, the Company has grouped its loans into two portfolio types: Business and Personal.
The provision consists of the combination of a quantitative assessment component based on statistical models, a retrospective evaluation
of actual loss information to loss forecasts, value of collateral and could include a qualitative component based on management
judgment.

 

In estimating
the probable loss of the loan portfolio, the Company also considers qualitative factors such as current economic conditions and/or
events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons,
and other pertinent factors such as regulatory guidance. Finally, as appropriate, the Company also considers individual borrower
circumstances and the condition and fair value of the loan collateral, if any.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

In addition,
the Company calculates the provision amount as below:

 

  1.   General Reserve – this reserve covers potential losses due to risks related to industry, company or types of loan. The reserve rate is determined by total loan receivable balance and to be used to cover unidentified probable loan loss.
     
  2. Special Reserve – is fund set aside covering losses due to risks related to industry, company or type of loans. The reserve rate could be decided based on management estimate of loan collectability. The loan portfolio did not include any loans outside of the PRC.

 

Generally,
the primary factors for the evaluation of provision for loan losses consist of business performance, financial position, cash flow
and other operational performance of the debtors. Among these, cash flow of the debtors is the primary funding source for repayment
for determining the provision for loan losses and any collateral, pledged asset or guarantee is considered as a secondary funding
source for repayment.

  

As of
August 31, 2020 and 2019, there was no loan receivable provision charged.

 

While
management uses the best information available to make loan loss provision evaluations, adjustments to the provision may be necessary
based on changes in economic and other conditions or changes in accounting guidance.

 

5. PREPAID EXPENSES, DEPOSITS AND OTHER CURRENT ASSETS  

 

    August 31,
2020
    August 31,
2019
 
             
Utility deposits   $ 302     $ 302  
Other receivables           16,410  
    $ 302     $ 16,712  

 

6. OTHER PAYABLES AND ACCRUED LIABILITIES  

 

Other payables and accrued
liabilities were $16,573 and $7,564 as of August 31, 2020 and 2019, respectively. The balance represented payables for professional
and consulting fees.

 

7. INCOME TAXES, DEFERRED TAX ASSETS

 

(a) Income taxes in the consolidated statements of
comprehensive income (loss)

 

The Company’s provision for income tax expenses
(credit) consisted of:

 

    August 31,
2020
    August 31,
2019
 
             
Income tax (credit) expenses – Hong Kong     (634 )     643  
Deferred income tax benefit            
Income tax (credit) expenses     (634 )     643  

 

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{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, 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, 2020 and 2019.

 

Hong Kong Tax

The Company’s subsidiaries in Hong Kong and
are subject to Hong Kong taxation at 16.5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} on estimated assessable profit derived from their activities conducted in Hong Kong
subject to a waiver of 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the profits tax under a cap of $2,564 (HK$20,000) for the years ended August 31, 2020 and 2019.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

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,
2020
    August 31,
2019
 
             
Loss before provision for income taxes   $ (265,727 )   $ (136,428 )
Statutory income tax rate     21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     21 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Income tax credit computed at statutory income tax rate     (55,803 )     (28,650 )
Reconciling items:                
Rate differential in different tax jurisdictions     10,329       6,139  
Non-deductible expenses    

28,292

      9,292  
Tax effect of tax relief     (1,444 )     (1,930 )
Tax effect of utilization of tax losses     (1,814 )      
Over-provision of income tax in prior year     (634 )      
Valuation allowance on deferred tax assets     20,440       15,792  
Income tax (credit) expenses   $ (634 )   $ 643  

 

The calmative net tax loss
of the subsidiaries in Hong Kong of $596,370 and $483,484 as of August 31, 2020 and 2019, 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,
2020
    August 31,
2019
 
             
Deferred tax assets            
Tax loss     98,401       79,775  
Valuation allowance     (98,401 )     (79,775 )
             

 

8. BALANCES WITH RELATED PARTIES

 

    Note   August 31,
2020
    August 31,
2019
 
                 
Amount due (to) from a shareholder                
Ace Vantage Investments Limited     $ (173,796 )   $ 52,669  
Amount due to a related company                    
Century Crown Investments Limited   (a)   $ (56,317 )   $ (56,317 )

 

(a) Mr. Roy Kong Hoi Chan, the Company’s President is a director of and a 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} shareholder of Century Crown Investments Limited.
Century Crown Investments Limited is a wholly-owned subsidiary of Ace Vantage Investments Limited.

 

The balances with the shareholder and related company
detailed above as of August 31, 2020 and 2019 are unsecured, non-interest bearing and repayable on demand.

 

For the years ended August
31, 2020 and 2019, the Company has paid $123,077 (HK$960,000) and $123,077 (HK$960,000) to Mr. Roy Kong Hoi Chan as director fee
of JTI Finance Limited and $27,692 (HK$216,000) and $55,385 (HK$432,000) to Mr. Chan Hip Fong as director fee of JTI Asset Management
Limited.

 

For the year ended August 31,
2020, the Company paid $2,371 (HK$18,494) services fees to High Flyers Info Limited, which the Company executive director Mark
Ko Chiu Yip was a director of High Flyers Info Limited for the period from May 7, 2020 to September 15, 2020.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

 

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, 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  

 

For the year ended August
31, 2019
  Money
lending
    Property
agency services
    Mortgage
referral services
    Corporate
 unallocated (note)
    Consolidated  
                               
Revenue   $ 302     $ 33,097     $ 10,993     $        –     $ 44,392  
Cost of revenue           (15,966 )                 (15,966 )
Gross profit     302       17,131       10,993             28,426  
General and administrative expense     (130,431 )     (1,531 )     (5,702 )     (56,317 )     (193,981 )
Profit (Loss) from operations     (130,129 )     15,600       5,291       (56,317 )     (165,555 )
Other income     4,512                   24,615       29,127  
Profit (Loss) before income tax     (125,617 )     15,600       5,291       (31,702 )     (136,428 )
Income tax           (643 )                 (643 )
Net profit (loss)     (125,617 )     14,957       5,291       (31,702 )     (137,071 )
                                         
As of August 31, 2019                                        
Total assets     6,532       1,953       7,938       69,381       85,804  

 

Note:
The Company does not allocate its assets located and expenses incurred outside Hong Kong to its reportable segments because these
assets and activities are managed at a corporate level.

 

 

 

TEMIR CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED AUGUST 31, 2020
AND 2019

(In U.S. dollars)

 

 

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, 2020. Two
customers accounted for all (81{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and 19{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the Company’s income from property agency services for the year ended August
31, 2019.

 

Four
customers accounted for all (40{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, 30{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the Company’s income from mortgage referral services for the year
ended August 31, 2020. One customer accounted for all of the Company’s income from mortgage referral services for the year
ended August 31, 2019.

 

There
was no loans receivable and accounts receivable as of August 31, 2020. One customer accounted for all the loans receivable as
of August 31, 2019 and another one customer accounted for all the accounts receivable as of August 31, 2019.

 

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

On January 14, 2020, the Board of directors
of the Company decided to terminate the appointment of Michael Gillespie & Associates, PLLC as the auditor of the Company and
appointed Centurion ZD CPA & Co as our independent registered public accounting firm, effective immediately.

 

The disclosure required under this section
was previously reported as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, on a current
report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2020.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls
and Procedures

 

We maintain disclosure controls and procedures,
as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating
and implementing possible controls and procedures.

 

Management conducted its evaluation of
disclosure controls and procedures under the supervision of our Chief Executive Officer and our Interim Chief Financial Officer.
Based upon, and as of the date of this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that
our disclosure controls and procedures were not effective as of August 31, 2020 due to the material weaknesses in our internal
control over financial reporting, which are described below.

 

Management’s Report on Internal
Control Over Financial Reporting

 

Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America.

 

Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation
of management, including the Chief Executive Officer and Interim Chief Financial Officer, the Company conducted an evaluation of
the effectiveness of the Company’s internal control over financial reporting as of August 31, 2020, using the criteria established
in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) (2013 framework).

 

A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Based on our assessment, as a result of
the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer determined that, as of August
31, 2020, our internal control over financial reporting was not effective because of the following material weaknesses in our internal
control over financial reporting has been identified.

 

1. We do not have an
Audit Committee 
– While not being legally obligated to have an audit committee, it is the management’s view
that such a committee, including a financial expert member, is of the utmost importance for entity-level control over the Company’s
financial statement. Currently, the Board of Directors acts in the capacity of the Audit Committee.

 

   

2. We currently lack
sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting
requirements.

 

  3. We did not maintain appropriate cash controls – As of August 31, 2020, the Company had not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions. However, the Companymaintained controls on dual signature on the Company’s bank accounts. However, the effects of poor cash controls were mitigated in part by the fact that the Company had limited transactions in their bank accounts.
     
  4. We did not implement appropriate information technology controls – As of August 31, 2020, the Company was retaining copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Notwithstanding these material weaknesses,
however, management has concluded that the consolidated financial statements included in this Annual Report present fairly, in
all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with
U.S. GAAP.

 

Continuing Remediation Efforts to
address deficiencies in Company’s Internal Control over Financial Reporting

 

We plan to take steps to remediate these
material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including,
but not limited to: 

 

Create a position to segregate duties consistent with control
objectives and increase our personnel resources and technical accounting expertise within the accounting function when funds are
available to us.

 

Prepare written policies and procedures for accounting
and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions,
including equity and debt transactions, in a timely manner.

 

Add staff members to our management team to make sure that
information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized
and reported as and when required and the staff members will have segregated responsibilities with regard to these responsibilities.

  

Changes in Internal Control over
Financial Reporting

 

Except
for the matters described above, there were no changes in our internal controls over financial reporting during the fourth quarter
of our fiscal year ended August 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 

This Annual Report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the
rules of the SEC that permit the Company to provide only management’s report in this annual report.

  

ITEM 9B. OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS OF THE COMPANY

 

Name of Executive Officer and/or Director   Age   Position
Roy Kong Hoi Chan   42   Executive director and President
Alex Kwok Fai Yuen   41   Executive director and Secretary
Mark Ko Chiu Yip   38   Executive director
Bon Pok Yin Cheung   42   Independent non-executive director
Alan Yuk Lun Wong   46   Independent non-executive director
Siu Nam Hau   49   Independent non-executive director
Brian Hung Ngok Wong   54   Chief Executive Officer
Brian Kong Wai Chan   40   Chief Financial Officer

 

Roy Chan appointed as our
President on July 15, 2019. Roy is the founder of JTI Securities Limited and JTI Financial Services Group Limited. He has held
senior management roles of JTI since 2011. Prior to joining JTI group, He has over 10 years’ working experience in banking
and finance sectors.

 

Alex Yuen appointed as our
executive director on July 15, 2019. Alex is a sole owner of professional consultancy firm which provide corporate advisory services.
He started his career at Deloitte Touche Tohmatsu and has been focusing on risk management and regulatory compliance for more than
10 years. Alex is an expert in corporate governance, anti-money laundering and regulatory compliance. Others than Deloitte, he
worked at different financial institutions as compliance and risk experts, including asset management firms, securities brokerage
firms, private banks and investment banks.

 

Mark Yip appointed as our
independent non-executive director on July 15, 2019 and re-designated as executive director on September 26, 2019. He was the general
manager of Cybernetics Property Mortgage Limited since 2013. Mark is a specialist on mortgage and personal loan consulting services
with over 11 years’ experience. Mark has good business relationship with banks and property agencies in Hong Kong. Before
he took the senior management role in Cybernetics, he held executive position in mReferral Corporation (HK) Limited.

 

Bon Cheung appointed as our
non-executive director on July 15, 2019. He is the founder and principal solicitor of Messrs. P. Y. Cheung & Co., a law firm
in Hong Kong focusing on commercial & company law and civil & criminal litigations. Bon admitted to practice as a solicitor
in Hong Kong in 2014. Other than being a legal practitioner, He was a software engineer with experience on computer software programming,
computer system design and project management.

 

Alan Wong appointed as our
non-executive director on July 15, 2019. He is an independent non-executive director of each of TUS International Limited, Huisheng
International Holding Limited and Tech Pro Technology Development Limited, all of which are companies listed on The Stock Exchange
of Hong Kong Limited. Alan had been working with various accounting firms and commercial companies for about 20 years of working
experience and was responsible for works related to financial management, taxation, audit and non-audit services.

 

Siu Nam Hau appointed as
our non-executive director on September 26, 2019. Hau was educated in Hong Kong with over 20 years of experience in finance, direct
investment and provision of consultancy services for large multinational companies.  At present, he is developing the
Vietnamese market.  Over the past years, Hau has completed the following projects associated with Vietnam: (i) joined
with Sumitomo Corporation and introduce Honda motorcycles to Vietnam; (ii) discussed with the chief of the Central Bank of Vietnam
to explore the establishment of the Vietnam Stock Exchange; (iii) assisted JP Morgan to establish a Vietnamese bond market; (iv)
established an office with the state-owned Beijing Foreign Trade in Ho Chi Minh City; (v) acquisition of Vietnam Pacific Airlines
with AVIC Group.

 

Brian Wong appointed as our
chief executive officer on July 15, 2019. He is the director and chief financial officer of Murchison Holdings Limited and Quest
Investments Limited. Brian has held senior management roles of Quest and Murchison since 2004. Brian has over 30 years’ working
experience in banking, equities market and corporate finance including at Hang Seng Bank Limited and Citibank Investment Banking
Group.

 

Brian Chan appointed as our
chief financial officer on July 15, 2019. He is the brother of Roy Chan, the Co-founder of JTI Financial Services Group Limited.
Brian has held senior role of the Group since 2011. Before joining JTI Group, Brian has over 10 years’ working experience
in renowned certified public accounting firm as companies’ auditors.

 

During the past ten years, all directors
and executive officers have not been the subject to any of the following events:

 

1. Any bankruptcy
petition filed by or against any business of which all directors or executive officer either at the time of the bankruptcy or within
two years prior to that time.

 

2. Any conviction
in a criminal proceeding or being subject to a pending criminal proceeding.

 

3. An order, judgment,
or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting all directors involvement in any type of business, securities or banking activities.

 

 

4. Found by a court
of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission
to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

5. Was the subject
of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section,
or to be associated with persons engaged in any such activity;

 

6. Was found by a
court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and
the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

7. Was the subject
of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

 

i. Any Federal or State
securities or commodities law or regulation; or

 

ii. Any law or regulation
respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order
of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order; or

 

iii. Any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

8. Was the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

 

Code of Ethics

 

Because the Company has a small number
of persons serving as directors and executive officers, we have not adopted a code of ethics for our principal executive and financial
officers. Our Board will revisit this issue in the future to determine if, and when, adoption of a code of ethics is appropriate.
In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC,
and comply with applicable governmental laws and regulations.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange
Act of 1934, requires our directors, executive officers and persons who own more than 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our common stock to file with the
SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. No officer
or director was delinquent in filing reports pursuant to Section 16(a).

 

COMMITTEE

 

We do not have an audit committee financial
expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert
at this time is prohibitive.

 

SIGNIFICANT EMPLOYEES

 

Other than our directors and executive
officers, we do not expect any other individuals to make a significant contribution to our business.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following tables set forth certain
information about compensation paid, earned or accrued for services by our Executive Officer for the years ended August 31, 2020
and August 31, 2019:

 

Summary Compensation Table

 

Name and Principal
Position
  Year   Salary
($)
    Fee
($)
    Stock Awards
($)*
    Option Awards
($)*
    Non-Equity
Incentive Plan
Compensation
($)
    Nonqualified
Deferred
Compensation
($)
    All Other
Compensation
($)
    Total
($)
 
                                                     
Roy Kong Hoi Chan,   2020          

123,077

      -0-       -0-       -0-       -0-       -0-       123,077  
President (1)   2019          

123,077

      -0-       -0-       -0-       -0-       -0-       123,077  

 

(1) On July 6, 2020, we acquired
JTI in a reverse acquisition transaction that was structured as a share exchange. The annual, long term and other compensation
shown in this table include the amounts that received from JTI and / or its subsidiaries prior to the consummation of the reverse
acquisition.

 

 

There has been no compensation awarded
to, earned by, or paid to the executive officers by any person for services rendered in all capacities to us for the fiscal period
ended August 31, 2020 and 2019 except for the above, and through the date of filing of this Annual Report.

 

Option Grants

 

There has been no stock option grants and
compensation for the fiscal year ended August 31, 2020 and 2019.

 

Option Exercises and Fiscal Year-End
Option Value Table

 

There were no stock options exercised by
the named executive officers as of the end of the fiscal period ended August 31, 2020 and 2019.

 

Long-Term Incentive Plans and Awards

 

There were no awards made to a named executive
officer, under any long-term incentive plan, as of the end of the fiscal period ended August 31, 2020 and 2019.

 

Other Compensation

 

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in
the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended August 31,
2020 and 2019, and through the date of filing of this Form 8-K, provided for or contributed to by our company.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information
as of December 12, 2020 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner
of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as
a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares
of common stock beneficially owned.

 

Name and Address of Beneficial Owner (5)  

Amount and
Nature of
Beneficial
Ownership

    Percentage
of Common
Stock (1)
 
Roy Kong Hoi Chan (2&6)     629,350       9.40 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Brian Hung Ngok Wong (3)     244,630       3.66 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Mark Ko Chiu Yip (4)     1,250       *
All officers and directors as a group (3 persons named above)     875,230       13.08 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                 
Ace Vantage Investments Limited (6)     4,118,182       61.54 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Total     4,993,412       74.62 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

* Denotes less than 1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the
outstanding shares of Common Stock.

 

Notes:

 

(1) After completion of the acquisition of JTI, we had 6,692,182
shares of common stock outstanding.
(2) Appointed President, director and Chairman of the Board
of Directors, on July 15, 2019.
(3) Appointed Chief Executive Officer on July 15, 2019.
(4) Appointed director on July 15, 2019.
(5) Unless otherwise noted, the address of each person listed
is c/o JTI, Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.
(6) Roy Kong Hoi Chan & Hip Fong Chan each owns 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} equity
interest of Ace Vantage Investments Limited. Roy Kong Hoi Chan is the son of Hip Fong Chan.

 

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

 

For the year ended August 31, 2020, we paid $2,371 (HK$18,494) services fees to High Flyers Info Limited, which our executive director Mark Ko Chiu Yip was a director
of High Flyers Info Limited for the period from May 7, 2020 to September 15, 2020. 

 

Board Independence

 

As of the date of this Annual Report, Bon
Pok Yin Cheung, Alan Yuk Lun Wong and Siu Nam Hau are the only directors of the Company who are independent under the independence
requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934. This rule defines persons as “independent”
who are neither officers nor employees of the company and have no relationships that, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out their responsibilities as directors.

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table represents fees billed
for each of the last two fiscal years for professional audit services rendered by our independent registered public accounting
firm:

 

    2020     2019  
             
Audit fees(1)   $ 99,000     $ 8,300  
Audit-related fees            
Tax fees            
All other fees            
Total   $ 99,000     $ 8,300  

 

(1)

“Audit Fees” consisted of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

 

The audit fees of $99,000 for the year ended August
31, 2020 was billed by Centurion ZD CPA & Co., our current independent registered public accounting firm, for
professional services rendered for the integrated audits and review of our financial statements.

 

The audit fees of $8,300 for the year ended August 31, 2019 was billed by Michael Gillespie & Associates, PLLC, our predecessor auditor,
for professional services rendered for the integrated audits and review of our financial statements.

 

Audit-related fees 

 

There were no fees were billed or incurred
for assurance or related services by our auditors that were reasonably related to the audit or review of financial statements reported
above.

 

Tax fees

 

There were no tax preparation fees
billed for the Annual Period.

 

All other fees

 

There were no other fees were billed or
incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees
charged to be compatible with maintenance of the independence of our auditors.

 

Audit Committee’s Pre-Approval
Process

 

The Company does not have a standing audit
committee or a committee performing similar functions.

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following exhibits are filed as part of this Form 10-K:

 

 

1. Index to Consolidated Financial Statements:
  Report of Centurion ZD CPA & Co., Independent Registered Public Accounting Firm
  Consolidated Balance Sheets as of August 31, 2020 and 2019
  Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended August 31, 2020 and 2019
  Consolidated Statements of Changes in Stockholders’ Equity for the years ended August 31, 2020 and 2019
  Consolidated Statements of Cash Flows for the years ended August 31, 2020 and 2019
  Notes to Consolidated Financial Statements

 

2. Financial Statement Schedules

 

All schedules have been omitted because they are not required,
not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise
included

 

 

7.1 Sale and purchase agreement, dated April 2, 2020, by and among JTI Financial Services Group Limited, a Hong Kong corporation, and the list of subsidiaries of JTI Financial Services Group Limited
7.2 Supplemented by the Amendment, dated April 29, 2020
7.3 Supplemented by the Second Amendment, dated June 30, 2020
7.4 Supplemented by the ThirdAmendment, dated June 30, 2020
31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

 

SIGNATURES

 

In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TEMIR CORP.
   
Dated: December 15, 2020 By: /s/ Roy Chan
    Roy Chan, President

 

 

25

 

Exhibit 7.1

 

 

 

 

 

Dated
the 2nd day of April 2020

 

ACE
VANTAGE INVESTMENTS LIMITED

 

(as
Vendor)

 

 

 

and

 

 

 

TEMIR
CORP.

 

(as
Purchaser)

 

 

 

 

 

 

SALE
AND PURCHASE AGREEMENT

in
respect of 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued share capital

of

JTI
FINANCIAL SERVICES GROUP LIMITED

(as
Company)

 

 

 

TABLE
OF CONTENTS

 

Clause   Headings   Page
         
1.   DEFINITIONS AND
INTERPRETATION
  1
2.   SALE AND PURCHASE
OF SALE SHARES
  4
3.   CONSIDERATION   4
4.   CONDITIONS PRECEDENT   4
5.   COMPLETION   5
6.   REPRESENTATIONS
AND WARRANTIES
  7
7.   FURTHER ASSURANCE   9
8.   RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS   9
9.   PARTIAL INVALIDITY   10
10.   COSTS AND EXPENSES   10
11.   ASSIGNMENT   10
12.   CONTINUING EFFECT
OF AGREEMENT
  10
13.   GENERAL   10
14.   NOTICES   11
15.   COUNTERPARTS   12
16.   GOVERNING LAW   12
         
SCHEDULE
1 PARTICULARS OF THE COMPANY AND ITS SUBSIDIARIES
  14
SCHEDULE
2 VENDOR WARRANTIES
  16
SCHEDULE
3 PURCHASER WARRANTIES
  27

 

 

THIS
AGREEMENT
is made on the 2nd day of April 2020

 

ACE
VANTAGE INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (hereinafter called “Vendor”).

AND:

TEMIR
CORP., a company incorporated in Nevada, the United States with limited liability, and having its head office at Suite 1802-03,
18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong (hereinafter called “Purchaser”).

 

WHEREAS:

 

(A) As
at the date of this Agreement, the Company (particulars of which and its subsidiaries are set out in Schedule 1) has an issued
share capital of HK$3,510,000.65 divided into 10,000,000 issued and fully paid shares. The Company is 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} owned by the Vendor.

 

(B) The
Vendor has agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares (as defined below) upon the terms and conditions
set out in this Agreement.

 

(C) Upon
Completion, the Company will be owned as to 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} by the Purchaser.

 

NOW
IT IS HEREBY AGREED
as follows:

 

1. DEFINITIONS
AND INTERPRETATION

 

1.1 In
this Agreement (including the Recitals and the Schedules), the following expressions shall, unless the context otherwise requires,
have the following meanings:

 

  “Accounts”   the audited consolidated financial statements of the Company comprising the income statement for the financial year ended the Accounts Date and the balance sheet as at the Accounts Date;
       
  “Accounts Date”   31 December 2018;
       
  “Agreement”   this sale and purchase agreement (including its Recitals and Schedules), as may be amended or supplemented from time to time;
       
  “business day”   a day (other than Saturday) on which banks are open in Hong Kong for general banking business;
       
  “Company”   JTI Financial Services Group Limited, a company incorporated in Hong Kong with limited liability, particulars of which (and its subsidiaries) are set out in Schedule 1;

 

 

  “Completion”   completion of the sale and purchase of the Sale Shares pursuant to Clause 5;
       
  “Completion Date”   three (3) business days following the date on which all the Conditions Precedent are fulfilled or waived (as the case may be);
       
  “Conditions Precedent”   the conditions precedent set out in Clause 4;
       
  “Consideration”   has the meaning ascribed to it in Clause 3.1;
       
  “Consideration  Share(s)”   1,874,508 TMRR Shares to be allotted and issued by TMRR pursuant to Clause 3.1;
       
  “Encumbrance”   any option, right to acquire, right of pre-emption, mortgage, charge, pledge, lien, hypothecation, title retention, right of set off, counterclaim, trust arrangement or other security or any equity or restriction;
       
  “HK$”   Hong Kong dollars, the lawful currency of Hong Kong;
       
  “Hong Kong”   the Hong Kong Special Administrative Region of the PRC;
       
  “Inland Revenue Ordinance”   Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong);
       
  Issue Price   being US$2.5 per TMRR Share;
       
  “Long Stop Date”   30 April 2020 or such later date as may be agreed between Vendors and the Purchaser;
       
  “Management Accounts”   the unaudited consolidated management accounts of the Company comprising the income statement for such period after the Accounts Date and up to the Management Accounts Date and the balance sheet as at the Management Accounts Date;
       
  “Management Accounts Date”   31 December 2019;
       
  OTC Markets”   Over-the-counter markets, the stock market in the USA;
       
  Parties   parties to this Agreement and a “Party” means any one of them;
       
  Purchaser Warranties   the representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule 3;

 

 

  Sale Shares   10,000,000 shares in the share capital of the Company, being 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of its entire issued share capital as at the date of this Agreement;
       
  TMRR   TEMIR CORP., a company incorporated with limited liability in Nevada, the United States and the shares of which are listed and traded on OTC Markets (Stock Code: TMRR);
       
  TMRR Share(s)   shares of common stock of TMRR, par value US$0.001 per share (or of such other securities as shall result from a subdivision, consolidation, reclassification or re-construction of such shares from time to time);
       
  Stamp Duty Ordinance   Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong);
       
  Taxation”   all forms of tax, rate, levy, duty, charge, impost, fee, deduction or withholding of any nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing or other authority in any part of the world and includes any interest, additional tax, penalty or other charge payable or claimed in respect thereof;
       
  USA   the United States of America;
       
  US$   United States dollars, the lawful currency of the USA;
       
  Vendor Warranties   the representations, warranties and undertakings made by the Vendor and contained in Clause 6 and Schedule 2;
       
  Warranties   the Vendor Warranties and the Purchaser Warranties; and
       
  {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}   per cent.

 

 

(a) references
to costs, charges, remuneration or expenses shall include any value added tax, turnover tax or similar tax charged in respect
thereof;

 

(b) references
to any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of
any jurisdiction other than Hong Kong, references to such action, remedy or method of judicial proceedings for the enforcement
of rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto;

 

 

  (c) words denoting the
singular number only shall include the plural number also and vice versa;

 

  (d) words denoting one
gender only shall include the other genders and the neuter and vice versa;

 

  (e) words denoting persons
only shall include firms and corporations and vice versa;

 

  (f) references to any
provision of any statute shall be deemed also to refer to any modification or re-enactment thereof or any instrument, order
or regulation made thereunder or under such modification or re-enactment; and

 

  (g) references to any
document in the agreed form is to such document which has been initialed by the parties for identification.

 

1.3 Headings shall be
ignored in construing this Agreement.

 

1.4 The Recital and
the Schedules are part of this Agreement and shall have effect accordingly.

 

2. SALE
AND PURCHASE OF SALE SHARES

 

Subject
to the terms and conditions of this Agreement, the Vendor, as legal and beneficial owner, shall sell the Sale Shares to the Purchaser
and the Purchaser shall purchase the same from the Vendor free from all Encumbrances and third party rights of any kind and together
with all rights now or hereafter attaching thereto including the right to receive all dividends and distributions declared, made
or paid on or after the Completion Date.

 

 

3.1 The consideration
of the Sale Shares to be paid by the Purchaser to the Vendor at Completion is US$4,686,272.00 (the “Consideration”),
which shall be satisfied by the allotment and issue of the Consideration Shares by TMRR at the Issue Price.
   
3.2 The Purchaser shall
procure TMRR to allot and issue the Consideration Shares to the Vendor (or its nominee) on the Completion Date.

 

 

4.1. Completion
shall be conditional upon the fulfillment of the following Conditions Precedent:

 

(a) the
Purchaser having conducted due diligence exercise (legal and financial) on the Company and satisfied with the results thereof;

 

(b) all
Vendor Warranties being true, accurate and not misleading at all material aspects at all times between the date hereof and the
Completion Date (as though they had been made on such dates by reference to the facts and circumstances then subsisting);

 

 

(c) there
having been no material adverse change, or any development likely to involve a prospective material adverse change in the condition
(financial or operational or otherwise) or in the earnings, business affairs or business prospects, assets or liabilities of the
Company, whether or not arising in the ordinary course of business since the date of this Agreement;

 

(d) OTC
Markets having granted the approval for the listing of, and the permission to deal in, the Consideration Shares, if required under
OTC Markets continued listing rules and regulations; and

 

(e) all
necessary consents, approvals (including shareholders’ approval), permits and/or authorisations in respect of the transactions
contemplated under this Agreement having been obtained.

 

4.2. All
Conditions Precedent, except condition (d), may be waived by the Parties by written consent.

 

4.3. Each
Party undertakes to the other Party to use its best endeavours to ensure that the Conditions Precedent in Clause 4.1 are fulfilled
as early as practicable and in any event not later than the Long Stop Date.

 

4.4. Each
Party undertakes to provide all reasonable assistance to the other Party to fulfill the Conditions Precedent in Clause 4.1 in
accordance with Clause 4.3.

 

4.5. If
the Conditions Precedent have not been fulfilled or waived (as the case may be) on or before the Long Stop Date, this Agreement
will lapse and become null and void and the Parties will be released from all obligations hereunder, save for liabilities for
any antecedent breaches hereof.

 

 

5.1. At
Completion, the Vendor shall:

 

(a) deliver
or cause to be delivered to the Purchaser:

 

(i) evidence
reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 (which are applicable to the Vendor) of this
Agreement have been fulfilled;

 

(ii) instrument
of transfer and the bought and sold notes of the Sale Shares duly executed by the Vendor as registered holder thereof in favour
of the Purchaser together with the related share certificate(s);

 

(iii) Employment
Agreements duly executed by each of the Key Management and the Company;

 

 

  (iv) (1) all
statutory records and minute books (which shall be duly written up as at the Completion Date) and accounting records including
an original copy of the memorandum and articles of association or other equivalent constitutional documents, certificate of
incorporation and business registration certificates, business licence, governmental approval letters and certificates (if
any), common seal, authorised chops, share certificate books and other statutory records of the Company;

 

(2) all
tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or before the Completion
Date);

 

(3) copies
of all correspondence, if any, with its lawyers, accountants, tax or revenue departments, all other documents and correspondence,
if any, relating to the business affairs of the Company; and

 

(4) all
title deeds, evidence of ownership and documents relating to assets owned by the Company (if any);

 

provided
that the above shall be deemed to have been delivered if they are located at the registered office or principal place of business
of the Company;

 

(v) a
cheque made payable to “the Government of the HKSAR” for such amount representing the share of Hong Kong stamp duty
which shall be borne by the Vendor as transferor of the Sale Shares in accordance with the Stamp Duty Ordinance;

 

(vi) evidence
reasonably satisfactory to the Purchaser showing that all loans or amounts due by the Company to its shareholders, directors or
any other third party creditors have been fully waived or settled, save as the liabilities incurred in the ordinary course of
business after the date of this Agreement and before the Completion;

 

(vii) such
other documents as may be reasonably required to give good title to the Sale Shares free from all Encumbrances and third party
rights of any kind and to enable the Purchaser to become the registered holder thereof;

 

(viii) a
certified true copy of the resolutions of the board of directors of the Vendor approving the transfer of the Sale Shares to the
Purchaser and the execution and performance of this Agreement by the Vendor; and

 

(ix) a
certified true copy of the resolutions of the board of directors of the Company approving the matters set out in Clause 5.1(b);

 

 

(b) procure
that the following businesses be approved at a meeting of the directors of the Company:

 

  (i) the
directors of the Company shall approve the transfer of the Sale Shares and the Purchaser and/or its nominee shall be duly
registered as the holder of the Sale Shares in the register of members of the Company, subject to the articles of association
of the Company;

 

  (ii) the
directors of the Company shall resolve that the share certificate in respect of the Sale Shares be duly issued and delivered
to the Purchaser and/or its nominee, subject to the articles of association of the Company;

 

  (iii) the
directors of the Company shall approve any of its directors to do all such acts and things and to sign any documents reasonably
required to give effect to the transaction as contemplated under this Agreement.

 

5.2. At
Completion, against compliance with the provisions of Clause 5.1, the Purchaser shall deliver or cause to be delivered the following
documents to the Vendor:

 

  (i) a certified
copy of the resolutions passed by the board of directors of the Purchaser approving the execution and performance of this
Agreement;

 

  (ii) evidence
reasonably satisfactory to the Vendor that the Conditions Precedent in Clause 4.1 (which are applicable to the Purchaser)
of this Agreement have been fulfilled;

 

  (iii) instrument
of transfer and the bought and sold notes of the Sale Shares duly executed by the Purchaser;

 

  (iv) a copy
of the board resolutions and, if required, the resolutions of an extraordinary general meeting of TMRR approving the allotment
and issue of the Consideration Shares;

 

  (v) a cheque
made payable to “the Government of the HKSAR” for such amount representing the Hong Kong stamp duty which shall
be borne by the Purchaser as transferee of the Sale Shares in accordance with the Stamp Duty Ordinance; and

 

  (vi) documents
as may be reasonably required to give good title to the Consideration Shares free from all Encumbrances and third party rights
of any kind and to enable the Vendor to become the registered holders thereof.

 

6. REPRESENTATIONS
AND WARRANTIES

 

6.1. The
Purchaser hereby represents, warrants and undertakes to the Vendor in the terms set out in this Clause 6 and Schedule 3.

 

6.2. The
Vendor hereby represent, warrant and undertake to the Purchaser in the terms set out in this Clause 6 and Schedule 2.

 

 

6.3. The
Purchaser shall be deemed to have repeated all the Purchaser Warranties on the basis that such Purchaser Warranties will at all
times from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects and
such Purchaser Warranties shall have effect as if given at Completion as well as the date of this Agreement.

 

6.4. The
Vendor shall be deemed to have repeated all the Vendor Warranties on the basis that such Vendor Warranties will at all times from
the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects and such Vendor
Warranties shall have effect as if given at Completion as well as the date of this Agreement.

 

6.5. The
Vendor agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Vendor Warranties.

 

6.6. The
Purchaser agrees and acknowledges that the Vendor is entering into this Agreement in reliance on the Purchaser Warranties.

 

6.7. None
of the Warranties shall be limited or restricted by reference to or inference from the terms of any other Warranties or any other
terms of this Agreement.

 

6.8. If
any Party fails to perform any of its obligations in any material respect (including its obligation at Completion) under this
Agreement or breaches any of the terms or Warranties set out in this Agreement in any material respect prior to Completion, then
without prejudice to all and any other rights and remedies available at any time to a non-defaulting Party (including but not
limited to the right to damages for any loss suffered by that Party), any non-defaulting Party may by notice either require the
defaulting Party to perform such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates
to the failure of the defaulting Party to perform any of its obligations on or prior to Completion in any material respect, treat
the defaulting Party as having repudiated this Agreement and rescind the same. The rights conferred upon the respective Parties
by the provisions of this Clause 6 are additional to and do not prejudice any other rights the respective Parties may have. Failure
to exercise any of the rights herein conferred shall not constitute a waiver of any such rights.

 

6.9. The
Vendor will not be liable under any of the Vendor Warranties unless a written notice of a claim has been received by the Vendor
not later than the expiry of a period of eighteen (18) months following the Completion Date and legal proceedings for such claim
have been commenced against and served on the Vendor within six (6) months of the giving of such written notice.

 

6.10. The
total liability of the Vendor in respect of all claims brought by the Purchaser under this Agreement and/or any ancillary agreements
executed pursuant thereto (including the Warranties) shall not exceed the amount of the Consideration.

 

6.11. The
Vendor shall not be liable for any claim to the extent that such liability arises as a result of any legislation coming into force
or effect after the Completion Date with retrospective effect.

 

 

6.12. The
Vendor shall not be liable for any claim to the extent that such liability arises as a result of any change in the accounting
policy after the Completion Date which is applicable to the Company.

 

6.13. The
Vendor will not be liable for any claim or breach of any of the Vendor Warranties to the extent that such liability arises as
a direct result of:

 

(a) any
act done before the date of Completion by the Vendor or the Company at the written request of the Purchaser and is done in a manner
in compliance with the written instructions of the Purchaser; or

 

(b) any
act done or omitted to be done after the date of Completion by the Purchaser or the Company save for such acts which are contemplated
in or are to be done to give effect to comply with this Agreement and any other documents or such acts which are necessary to
be conducted in the business operation of the Company.

 

 

Each
Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all
such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.

 

8. RESTRICTIONS
ON COMMUNICATION AND ANNOUNCEMENTS

 

8.1. Each
of the Parties undertakes to the other Party that it shall not at any time after the date of this Agreement divulge or communicate
to any person other than to its professional advisers, or when required by law or any rule of any relevant stock exchange body,
or to its respective officers or employees whose province it is to know the same any confidential information concerning the business,
accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other which may be within or may
come to its knowledge in connection with the transactions contemplated by this Agreement and it shall use its best endeavours
to prevent the publication or disclosure of any such confidential information concerning such matters. This restriction shall
not apply to information or knowledge which is or which properly comes into the public domain, through no fault of any of the
Parties or to information or knowledge which is already known to any of the Parties at the time of its receipt.

 

8.2. Each
of the Parties undertakes that he/it shall not at any time (save as required by law or any rule of any relevant stock exchange
or regulatory body) make any announcement in connection with this Agreement unless the other Party shall have given its consent
to such announcement (which consent may not be unreasonably withheld or delayed and may be given either generally or in a specific
case or cases and may be subject to conditions). If any Party is required by law or any rule of any relevant stock exchange or
regulatory body to make any announcement in connection with this Agreement, the other Party agrees to supply all relevant information
relating to itself that is within its knowledge or in its possession as may be reasonably necessary or as may be required by any
exchange and regulatory body to be included in the announcement.

 

 

 

If,
at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any jurisdiction,
the legality, validity and enforceability in other jurisdictions or of the remaining provisions of this Agreement shall not be
affected or impaired thereby.

 

 

Each
Party shall bear its own costs of and incidental to the preparation, negotiation and settlement of this Agreement and the transactions
contemplated hereunder (including, without limitation, legal fees and expenses, and capital fees or stamp duty (if any) relating
to this Agreement).

 

 

No
Party shall assign any of its rights or obligations under this Agreement without the written consent of the other Party.

 

12. CONTINUING
EFFECT OF AGREEMENT

 

Any
provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before
Completion shall remain in full force and effect notwithstanding Completion.

 

 

13.1. This
Agreement supersedes all and any previous agreements, arrangements or understanding between the Parties relating to the matters
referred to in this Agreement and all such previous agreements, understanding or arrangements (if any) shall cease and determine
with effect from the date hereof and neither Party shall have any claim in connection therewith.

 

13.2. This
Agreement constitutes the entire agreement between the Parties with respect to its subject matter (no Party having relied on any
representation or warranty made by the other Party which is not contained in this Agreement). No variation of this Agreement shall
be effective unless made in writing and signed by all Parties.

 

13.3. Time
shall be of the essence of this Agreement but no failure by any Party to exercise, and no delay on its part in exercising any
right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement
preclude any other or further exercise of it or the exercise of any right or prejudice or affect any right against the other.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

 

13.4. No
delay or failure by a Party to exercise or enforce (in whole or in part) any right provided by this Agreement or by law shall
operate as a release or waiver, or in any way limit that Party’s ability to further exercise or enforce that, or any other,
right. A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver is in
writing and is signed by the Party against whom that waiver is claimed. In the event of a default by either Party in the performance
of its obligations under this Agreement, the non-defaulting Party shall have the right to obtain specific performance of the defaulting
Party’s obligations. Such remedy shall be in addition to any other remedies provided under this Agreement or at law.

 

 

13.5. Except
as expressly provided in this Agreement, a person who is not a Party to this Agreement has no right under the Contracts (Rights
of Third Parties) Ordinance (Cap 623) to enforce any term of this Agreement but this does not affect any right or remedy of a
third party which exists or is available apart from that Ordinance.

 

 

14.1. Any
notice claim, demand, court process, document or other communication to be given under this Agreement (collectively “communication” in
this Clause) shall be in writing in the English or Chinese language and may be served or given personally or sent to the e-mail
address (if any) of the relevant Party and marked for the attention and/or copied to such other person as specified in Clause
14.3.

 

14.2. A
change of address or e-mail address of the person to whom a communication is to be addressed or copied pursuant to this Agreement
shall not be effective until five days after a written notice of change has been served in accordance with the provisions of this
Clause 14 on the other Party with specific reference in such notice that such change is for the purposes of this Agreement.

 

14.3. All
communications shall be served by the following means and the addressee of a communication shall be deemed to have received the
same within the time stated adjacent to the relevant means of despatch:

 

  Means
of despatch
  Time
of deemed receipt
  Local mail
or courier
  24 hours
  E-mail   12 hours
  Air courier/Speedpost   3 days
  Airmail   7 days

 

14.4. The
initial addresses and e-mail addresses of the Parties for the service of communications, the person for whose attention such communications
are to be marked and the person to whom a communication is to be copied are as follows:

 

If
to the Vendor:

 

  Address : Room 12, 12/F, Cheung Wei
Industrial Building,
    42 Lee Chung Street, Chai Wan , Hong Kong
  Attention : The Board of Directors

 

If
to the Purchaser:

 

  Address :

Suite
1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan,

Hong
Kong

  Attention : The Board of Directors

 

 

14.5. A
communication served in accordance with this Clause 14 shall be deemed sufficiently served and in proving service and/or receipt
of a communication it shall be sufficient to prove that such communication was left at the addressee’s address or that the
envelope containing such communication was properly addressed and posted or despatched to the addressee’s address. In the
case of communication by e-mail, such communication shall be deemed properly transmitted upon the receipt of the sent confirmation
by the e-mail account of the sender.

 

14.6. Nothing
in this Clause shall preclude the service of communication or the proof of such service by any mode permitted by law.

 

 

This
Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on the counterparts
were on a single copy of this Agreement.

 

 

16.1. This
Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

 

16.2. The
courts of Hong Kong have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement
(including a dispute regarding the existence, validity or termination of this Agreement).

 

 

IN
WITNESS 
whereof this Agreement has been duly executed on the date first above written.

 

VENDOR    
     
SIGNED by ROY CHAN )  
For and on behalf of )  
ACE VANTAGE INVESTMENTS LIMITED )  
in the presence of: )  
     
PURCHASER    
     
SIGNED by ALEX YUEN )  
For and on behalf of )  
TEMIR CORP. )  
in the presence of: )  

 

 

SCHEDULE
1

PARTICULARS
OF THE COMPANY AND ITS SUBSIDIARIES

 

Part
A – Particulars of the Company

 

1. Company name : JTI Financial Services Group
Limited
       
2. Company number : 2794333
       
3. Date of incorporation : 8 February 2019
       
4. Place of incorporation : Hong Kong
       
5. Registered office : Suite 1802-03, 18/F, Strand 50, 50 Bonham Strand,
Sheung Wan, Hong Kong
       
6.

Issued
share capital

(as
at the date of this Agreement)

: HK$3,510,000.65
       
7. Shareholder : Ace Vantage Investments Limited (100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3})
       
8. Directors : Kong Hoi CHAN
      Wai Ying CHAN
      Pui Yung HUNG
       
9. Secretary : Kong Hoi CHAN
       
10. Financial year end : 31 December

 

 

Part
B – Particulars of Subsidiaries

 

Name   Place of
incorporation
  Percentage of equity attributable to the Company   Principal activity
             
Concept We Mortgage Broker Limited   Hong Kong   100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} (direct)   Provision of mortgage referral services to different clients
             
JTI Finance Limited   Hong Kong   100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} (direct)   Provision of money lending to clients. It is holding a money lender licence issued by the licensing court of Hong Kong
             
JTI Property Agency Limited   Hong Kong   100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} (direct)   Provision of real estate agency services to clients. It is holding an estate agent’s licence issued by Estate Agents Authority of Hong Kong
             
JTI Asset Management Limited   Hong Kong   100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} (direct)   Provision of assets management services to different clients. It is planning to apply the funds management licenses in Hong Kong and in other jurisdiction

 

 

SCHEDULE
2

VENDOR
WARRANTIES

 

 

1.1. The
contents of the Recitals of and Schedule 1 of this Agreement are true and accurate.

 

1.2. All
information given by the Vendor or their agents or professional advisers to the Purchaser or its employees, agents or professional
advisers relating to the business, activities, affairs, or assets or liabilities of the Company was, when given, and is now true,
accurate and complete in all respects.

 

1.3. There
are no material facts or circumstances, in relation to the assets, business or financial condition of the Company which have not
been exhaustively, expressly and fairly disclosed in writing to the Purchaser or its employees, agents or professional advisers,
and which, if disclosed, might reasonably have been expected to affect the decision of the Purchaser to enter into this Agreement.

 

1.4. The
execution and performance of this Agreement will not conflict with or result in a breach of or be a reason for the termination
or variation of any agreement or obligation to which the Company is now a party or any of the Company or its assets are or may
be bound or affected or be in violation of any law, rule or regulation of any governmental, administrative or regulatory body
or any order, injunction or decree of any judicial, administrative, regulatory or governmental body affecting the Company.

 

2. Organisation,
Authority and Power

 

2.1. The
Company is a company duly incorporated and validly existing under the laws of Hong Kong. All issued shares in the Company are
duly authorised, validly issued and fully paid up and none of such shares (where applicable) has been issued in violation of the
memorandum and articles of association of the Company or the terms of any agreement by which the Company or its shareholders were
or are bound, if any.

 

2.2. The
Vendor has, on the date of this Agreement and on Completion, full and unfettered right, power and authority to enter into this
Agreement and assume all of their obligations hereunder and no further actions or proceedings are necessary on their part in connection
with the execution, delivery and performance by them of this Agreement.

 

2.3. This
Agreement constitutes valid and legally binding obligations on the part of the Vendor enforceable in accordance with its terms.

 

2.4. The
Vendor is the legal and beneficial owner of the Sale Shares and is entitled to sell and transfer the Sale Shares and pass the
full legal and beneficial ownership thereof with all rights thereto to the Purchaser or its nominee on the terms of this Agreement.
The Sale Shares are issued and fully paid and are beneficially owned by the Vendor free from all Encumbrances. The Sale Shares
constitutes the 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued share capital of the Company.

 

 

 

3.1. The
Company has duly made up all requisite minutes books, registers and records in compliance with all applicable laws and regulatory
requirements and these and all other deeds and documents (properly stamped where necessary) belonging to or which ought to be
in its possession and its seal are in its possession.

 

3.2. All
the books, ledgers, financial and other records of whatsoever kind, of the Company are in its possession, have been fully, properly
and accurately kept and completed, do not contain any material inaccuracies or discrepancies of any kind and give and reflect
a true and fair view of its trading transactions (if any), and its financial, contractual and trading position.

 

3.3. The
Company has duly complied with its obligations to account to the relevant tax authorities and all other authorities for all amounts
for which it is or may become accountable in respect of Taxation relating to its business.

 

3.4. All
returns in connection with Taxation that should have been filed by the Company have been filed correctly and on a proper basis
in accordance with all applicable laws and regulatory requirements and there are no facts known or which would on reasonable enquiry
be known to the Company or its directors which may give rise to any dispute or to any claim for any Taxation or the deprivation
of any relief or advantage that might have been available.

 

3.5. The
Company is not and does not expect to be involved in any dispute in relation to Taxation and no authority concerned has investigated
or indicated that it intends to investigate into the tax affairs of the Company nor are there any circumstances of which the Vendor
is aware which would cause any authority to investigate into the tax affairs of the Company.

 

3.6. The
Company has no liability in respect of Taxation (whether actual or contingent) nor any liability for interest, penalties or charges
imposed in relation to any Taxation arising or deemed to arise in any accounting period ending on or before the date of this Agreement.

 

3.7. Since
incorporation of the Company and inclusive of the Completion Date:

 

(i) the
Company has not been involved in any transaction outside the ordinary course of business which has given or may give rise to a
liability to Taxation on the Company (or would have given or might give rise to such a liability but for the availability of any
relief, allowance, deduction or credit);

 

(ii) no
disposal has taken place or other event occurred which will or may have the effect of crystallising a liability to Taxation;

 

(iii) no
payment has been made by the Company which will not be deductible for profits tax (or its equivalent) purposes either in computing
the profits of the Company or in computing the profits tax chargeable on the Company;

 

 

(iv) no
event has occurred with the result that the Company has or will become liable to pay or bear a liability in respect of Taxation
directly or primarily charged against, or attributable to, another person, firm or company; and

 

(v) the
Company has not paid or become liable to pay any penalty in connection with any Taxation or otherwise paid any Taxation after
its due date for payment or become liable to pay any Taxation the due date for payment of which has passed or will become prospectively
liable to pay any Taxation the due date for payment of which will fall within 30 days after the date of this Agreement.

 

3.8. The
Company has within the time limits prescribed by the relevant legislation duly paid all tax (including provisional tax), made
all returns, given all notices, supplied all other information required to be supplied to the Inland Revenue Department of Hong
Kong and any other relevant governmental authority (including any governmental authority of a foreign jurisdiction) and all such
information was and remains complete and accurate in all material respects and all such returns and notices were and remain complete
and accurate in all material respects and were made on a proper basis and do not, nor, to the best of the knowledge, information
and belief of the Vendor, having made due and careful enquiry, are likely to, reveal any transactions which may be the subject
of any dispute with the Inland Revenue Department of Hong Kong or other relevant authorities (including any governmental authority
of a foreign jurisdiction) and the Company is not and has not in the last three years been the subject of an Inland Revenue Department
of Hong Kong (or equivalent foreign tax authority) investigation or field audit or other dispute regarding tax or duty recoverable
from the Company or regarding the availability of any relief from Taxation or duty to the Company and there are no facts known
to the Vendor which are likely to cause such an investigation or audit to be instituted or such a dispute to arise.

 

3.9. There
are no material and/or unusual arrangements, agreements or undertakings, between the Company and the Inland Revenue Department
of Hong Kong, or any foreign tax authorities, regarding or affecting the Taxation treatment of the Company.

 

3.10. The
Company has kept sufficient records in either English or Chinese:

 

(i) of
its income and expenditure to enable the assessable profits of its trade, profession or business to be readily ascertained in
compliance with and for the period mentioned in Section 51C of the Inland Revenue Ordinance or other similar legislation;

 

(ii) of
the consideration, in money or money’s worth, payable or deemed to be payable to it, to its order or for its benefit in
respect of the right of use of its land or buildings or land and buildings to enable the assessable value of its land or buildings
or land and buildings to be readily ascertained in compliance with and for the period mentioned in Section 57D of the Inland Revenue
Ordinance.

 

 

3.11. The
Company has duly complied with all requirements to deduct or withhold Taxation from any payments it has made and has accounted
in full to the appropriate authorities for all amounts so deducted or withheld.

 

 

4.1. The
Company is duly incorporated, validly existing and in good standing under the laws of Hong Kong and has all requisite corporate
power and authority to own its assets and to carry on its business as currently conducted and is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction where the ownership or operation of its assets or the conduct
of its business requires such qualification.

 

4.2. No
events or omissions have occurred whereby the constitution, subsistence or corporate status of the Company has been or is likely
to be adversely affected.

 

4.3. No
order for the appointment of a liquidator has been made and as receiver has been appointed over the whole or any part of the assets
of the Company.

 

4.4. No
order has been made, or petition presented, or resolution passed for the winding up of the Company, nor has any distress, execution
or other process been levied in respect of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
judgment or court order outstanding against the Company.

 

4.5. Save
as contemplated under and this Agreement, as at the Completion Date, there are no pre-emptive or other outstanding rights, options,
warrants, conversion rights or agreements or commitments of any character relating to the authorised and issued, unissued or treasury
shares or equity interest of the Company and the Company has not issued any debt securities, other securities, rights or obligations
which are convertible into or exchangeable for, or giving any person a right to subscribe for or acquire, capital or equity interest
of the Company, and no such securities or obligations evidencing such rights are outstanding.

 

 

5.1. The
Company has not given or permitted to be outstanding any powers of attorney or authority (expressed or implied) to any party to
enter into any contracts, commitments or transactions (other than the usual authority conferred on its directors in respect of
the ordinary course of business) or pursuant to the banking facilities granted to the Company.

 

5.2. The
Company has not entered into any contracts, commitments or transactions other than on an arms-length basis nor breached or defaulted
under any contracts, commitments or transactions.

 

 

5.3. There
are no existing circumstances which indicate that as a result of the consummation of this Agreement:

 

(i) the
existing level of business of the Company may be substantially reduced; and

 

(ii) the
Company will lose the benefit of any right or privilege which it enjoys.

 

5.4. Compliance
with the terms of this Agreement does not and will not :

 

(i) conflict
with, or result in the breach of, or constitute a default under, any of the terms, conditions or provisions of any agreement or
instrument to which the Company is a party, or any provision of the memorandum or articles of association or equivalent constitutive
documents of the Company or any Encumbrance, lease, contract, order, judgment, award, injunction, regulation or other restriction
or obligation of any kind or character by which or to which any asset of the Company is bound or subject;

 

(ii) relieve
any person from any obligation to the Company (whether contractual or otherwise), or enable any person to determine any obligation,
or any right or benefit enjoyed by the Company, or to exercise any right, whether under an agreement with, or otherwise in respect
of, the Company;

 

(iii) result
in the creation, imposition, crystallisation or enforcement of any Encumbrances whatsoever on any of the assets of the Company;
or

 

(iv) result
in any present or future indebtedness of the Company becoming due, or capable of being declared due and payable, prior to its
stated maturity.

 

5.5. The
Company has, at all times, carried on its business and conducted its affairs in all respects in accordance with its memorandum
and articles of association or equivalent constitutive documents for the time being in force and any other documents to which
it is, or has been, a party.

 

5.6. The
Company is empowered and duly qualified to carry on business in all jurisdictions in which it now carries on business.

 

5.7. The
Company is not a party to any undertaking or assurances given to any court or governmental agency, which is still in force.

 

5.8. The
Company has conducted and is conducting its business in all respects in accordance with all applicable laws and regulations, whether
of Hong Kong or elsewhere.

 

5.9. The
Company is in possess of all requisite licences, permits and approvals for conducting its businesses and is not in breach of any
of the terms or conditions of any of the licences or consents; the enforcement of this Agreement shall not, and there are no factors
that might, in any way prejudice the continuation, or renewal, of any of them.

 

 

5.10. The
Company is not a party to any contract, transaction, arrangement or liability which:

 

(i) is
of an unusual or abnormal nature, which is outside the ordinary and proper course of business; or

 

(ii) cannot
readily be fulfilled or performed by it on time without undue, or unusual, expenditure of money, effort or personnel.

 

5.11. No
notice, demand or claim of default under any agreement, instrument or arrangement to which the Company is a party has been received
by the Company and is outstanding against it and there is nothing whereby any such agreement, instrument or arrangement may be
prematurely terminated or rescinded by any other party.

 

5.12. The
Vendor is not aware of:

 

(i) any
party to any agreement with, or under an obligation to, the Company who is in default under it, being a default which would be
material in the context of the Company’s financial position; and

 

(ii) any
circumstances likely to give rise to such a default.

 

5.13. Insofar
as the Vendor is aware, the Company has not supplied services or products which are, or were, or will become faulty or defective,
or which do not comply in any material respect with any warranties or representations, expressly or impliedly made by it, or with
all applicable regulations and requirements.

 

6. Corporate
Records and Procedures etc.

 

6.1. The
copy of the articles of association or the equivalent constitutive documents of the Company delivered to the Purchaser is accurate,
update and complete in all respects.

 

6.2. No
alteration has been made to the memorandum or articles of association or the equivalent constitutive documents of the Company
and no resolution of any kind of the shareholders of the Company has been passed (other than resolutions relating to the business
at annual general meetings which was not special business) without disclosure in writing to the Purchaser.

 

6.3. The
Company has fully and punctually observed and complied with its obligations under the relevant companies legislations and the
relevant statutes and all returns, particular resolutions and other documents (if any) required to be filed have been properly
and punctually filed.

 

6.4. The
register of members of the Company is and will at Completion be correct. There has been no notice of any proceedings to rectify
the register, and there are no circumstances which might lead to any application for rectification of the register, nor will there
be any such circumstances at or before Completion.

 

 

Other
than the directors set out in Schedule 1, the Company has no other director.

 

 

8. Dispute,
Claims and Litigation

 

8.1. The
Company is not engaged in any litigation or arbitration proceedings, as plaintiff or defendant; there are no proceedings pending
or threatened, either by or against the Company; and no circumstances exist which are likely to give rise to any litigation or
arbitration.

 

8.2. There
is no dispute with any revenue, or other official, department or other regulatory authority in Hong Kong or elsewhere, in relation
to the affairs of the Company, and the Company and the Vendor is not aware of any facts which may give rise to any dispute.

 

8.3. No
order has been made, or petition presented, or resolution passed for the winding up of the Company; nor has any distress, execution
or other process been levied in respect of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
judgment or court order outstanding against the Company.

 

8.4. The
Company has conducted its business and dealt with its assets in all material respects in accordance with all applicable legal
and administrative requirements in Hong Kong and any other jurisdiction.

 

8.5. The
Company has not committed any criminal act or material breach of contract or statutory duty or any tortious or other unlawful
act.

 

8.6. No
unsatisfied judgment is outstanding against the Company.

 

 

9.1. The
Company does not have any material liabilities or financial commitment.

 

9.2. All
loans and payables incurred before Completion have been either waived or settled, save for those as agreed between the Vendor
and the Purchaser.

 

 

10.1. There
are in force no powers of attorney or any special authorities given by the Company other than those given in the ordinary course
of business.

 

10.2. Other
than in the ordinary course of business, the Company has not ever entered into an agreement under which any person has been given
representative or agency rights or powers.

 

 

 

11.1. Each
of the intellectual property rights owned, used or required to be used by the Company (the Intellectual Property Rights) is:

 

(i) valid
and enforceable and nothing has been done or omitted to be done by which it may cease to be valid and enforceable;

 

(ii) legally
and beneficially owned by, and validly granted to, the Company alone, free from any licence, Encumbrance, restriction on use or
disclosure obligation; and

 

(iii) not,
and will not be, the subject of a claim or opposition from a person (including, without limitation, an employee of the Company)
as to title, validity, enforceability, entitlement or otherwise; and

 

(iv) validly
licensed to the Company on terms which have been disclosed to the Buyer and which are not terminable as a result of any transaction
contemplated in this Agreement.

 

11.2. Nothing
has been done or omitted to be done and no circumstances exist by which a person is or will be able to seek cancellation, rectification
or other modification of a registration of any of the Intellectual Property Rights.

 

11.3. The
Company has not granted nor is it obliged to grant a licence, assignment, consent, undertaking, security interest or other right
in respect of any of the Intellectual Property Rights.

 

11.4. There
is not, and never has been, an infringement or unauthorised use of any of the Intellectual Property Rights.

 

11.5. The
Company does not use, or operate its business under, a name other than corporate name.

 

 

12.1. The
Company has at all material times been and is at the date of this Agreement maintained insurance against each risk normally insured
against by a person operating the types of business operated by the Company.

 

12.2. Status
of the Policies

 

(i) Each
of the insurance policies in respect of which the Company has an interest (the Policies) is valid and enforceable
and is not void or voidable.

 

(ii) The
Company has not done anything or omitted to do anything which might:

 

a) make
any of the Policies void or voidable; or

 

b) prejudice
the ability to effect insurance on the same or better terms in the future.

 

(iii) No
insurer under any of the Policies has disputed, or given any indication that it intends to dispute, the validity of any of the
Policies on any grounds.

 

 

(iv) There
is nothing which could:

 

a) vitiate
any of the Policies; or

 

b) prejudice
the ability to effect insurance on the same or better terms in the future.

 

(v) None
of the Policies contains any provisions as to change of control or ownership of the insured.

 

(vi) No
insurer has ever cancelled or refused to accept or continue any insurance in relation to the Company.

 

 

13.1. The
Company has complied with:

 

(i) each
obligation imposed on it by, and each order and award made under, statute, regulation, code of conduct and practice, collective
agreement, custom and practice relevant to the relations between it and its employees or a trade union or the terms of employment
of its employees; and

 

(ii) each
recommendation made by any arbitration or mediation body and each award and declaration made by such body.

 

13.2. There
is no investigation or enquiry outstanding (or, to the best of the Vendors’ knowledge, anticipated) by any governmental
organisation or statutory body in connection with the Company.

 

13.3. There
are no active, pending or threatened court, tribunal or arbitration proceedings in respect of the Vendor.

 

13.4. The
Company has maintained adequate insurance including employer’s liability insurance in respect of its existing and former
employees.

 

13.5. No
employee of the Company requires a work permit.

 

13.6. To
the best of the Vendor’s knowledge, no employee/consultant/agent of the Company is subject to any restrictive covenants
with any previous employer/client/principal or any court order in relation to any such covenants.

 

14. Acquisition
of the Consideration Shares

 

14.1. The
Vendor and the Company understand that the Consideration Shares are “restricted securities” and have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities
law and are acquiring the Consideration Shares as principal for their own account and not with a view to or for distributing or
reselling the Consideration Shares or any part thereof in violation of the Securities Act, have no present intention of distributing
any of such Consideration Shares in violation of the Securities Act and have no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Consideration Shares in violation of the Securities
Act. The Vendor and the Company understand that the Consideration Shares may only be disposed of in compliance with the Securities
Act.

 

 

14.2. Each
of the Vendor and the Company hereby represents that he has satisfied himself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Sale Shares Consideration Shares or the Subscription Consideration Shares
(as the case may be), including (i) the legal requirements within its jurisdiction for the acquisition of the Sale Shares Consideration
Shares or the Subscription Consideration Shares (as the case may be), (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Sale Shares Consideration Shares or
the Subscription Consideration Shares (as the case may be). The Vendor’s or the Company’s beneficial ownership of
the Sale Shares Consideration Shares or the Subscription Consideration Shares (as the case may be)s will not violate any applicable
securities or other laws of the Vendor’s or the Company’s jurisdiction.

 

14.3. The
Vendor and the Company, either alone or together with their representatives, have such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the acquisition of the Consideration
Shares, and have so evaluated the merits and risks. Each of the Vendor and the Company is able to bear the economic risk of the
Sale Shares Consideration Shares or the Subscription Consideration Shares (as the case may be) and, at the present time, is able
to afford a complete loss of the Sale Shares Consideration Shares or the Subscription Consideration Shares (as the case may be)s.

 

14.4. The
Vendor and the Company are not, to each of their knowledge, acquiring the Consideration Shares as a result of any advertisement,
article, notice or other communication regarding the Consideration Shares published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

 

14.5. The
Vendor and the Company acknowledge that they have had the opportunity to review any and all documents and has been afforded (i)
the opportunity to ask such questions as they have deemed necessary of, and to receive answers from, representatives of TMRR concerning
the Consideration Shares; and (ii) access to information about TMRR and its financial condition, results of operations, business,
properties, management and prospects sufficient to enable it to evaluate the transaction. The Vendor and the Company acknowledge
and agree that TMRR has not provided the Vendor and the Company with any information or advice with respect to the Consideration
Shares nor is such information or advice necessary or desired.

 

 

14.6. Neither
the Vendor nor the Company (including any person acting on their behalf) has engaged, nor will engage, in any directed selling
efforts to a U.S. Person (as defined in the Securities Act) with respect to the Consideration Shares and the Vendor, the Company
and any person acting on their behalf have complied and will comply with the “offering restrictions” requirements
of Regulation S. The transactions contemplated hereby have not been pre-arranged with a buyer located in the United States or
with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither
the Vendor nor the Company (including any person acting on their behalf) has undertaken or carried out any activity for the purpose
of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories
or possessions, for any of the Consideration Shares. The Vendor and the Company agree not to cause any advertisement of the Consideration
Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to
the Consideration Shares, except such advertisements that include the statements required by Regulation S, and only offshore and
not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

 

14.7. The
Vendor and the Company understand that the Consideration Shares and any securities issued in respect of or exchange for the Consideration
Shares, may be notated with one or all of the following legends, as applicable:

 

“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

 

“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.”

 

 

SCHEDULE
3

PURCHASER
WARRANTIES

 

1. The
Purchaser has, on the date of this Agreement and on Completion, full and unfettered right, power and authority to enter into this
Agreement and assume all of its obligations hereunder and no further actions or proceedings are necessary on its part in connection
with the execution, delivery and performance by it of this Agreement.

 

2. The
Purchaser is a company duly incorporated and validly existing under the laws of the State of Nevada, USA.

 

3. This
Agreement constitutes valid and legally binding obligations on the part of the Purchaser enforceable in accordance with its terms.

 

4. All
information given by the Purchaser or its agents or professional advisers to the Vendor or its employees, agents or professional
advisers was, when given, and is now true, accurate and complete in all respects.

 

5. Subject
to the fulfillment of the Conditions Precedent, all necessary consents, authorisations and approvals of and all necessary registrations
and filings with any governmental or regulatory agency or body required in the USA and Hong Kong for or in connection with this
Agreement and the performance of the terms thereof have been obtained or made or will have been obtained or made by Completion.

 

6. All
the Consideration Shares to be issued and allotted by TMRR to the Vendor will be duly authorised, validly issued, fully paid up,
free from all Encumbrances and from all other rights exercisable by third parties, ranking pari passu with all existing TMRR Shares
in the share capital of TMRR. None of the Consideration Shares will be issued in violation of the memorandum and articles of association
of TMRR or the terms of any agreement or laws and regulations by which TMRR or its shareholders were or are bound, if any.

 

 

27

Exhibit 7.2

 

 

 

 

 

Dated
the 29th day of April 2020

 

 

ACE
VANTAGE INVESTMENTS LIMITED

 

(as
Vendor)

 

 

 

and

 

 

 

TEMIR
CORP.

 

(as
Purchaser)

 

 

 

 

 

 

SUPPLEMENTAL
AGREEMENT

IN
RELATION TO THE SALE AND PURCHASE AGREEMENT

in
respect of 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued share capital

of

JTI
FINANCIAL SERVICES GROUP LIMITED

(as
Company)

 

 

 

 

 

THIS
SUPPLEMENTAL AGREEMENT
is made on the 29th day of April 2020

 

ACE
VANTAGE INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (hereinafter called “Vendor”).

AND:

TEMIR
CORP., a company incorporated in Nevada, the United States with limited liability, and having its head office at Suite 1802-03,
18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong (hereinafter called “Purchaser”).

(each,
a “Party” collectively, the “Parties”).

 

WHEREAS:

 

(A) Pursuant
to an agreement (the “Agreement”) for the sale and purchase of the issued share capital in JTI Financial Services
Group Limited (the “Company”) dated 2 April 2020, the Vendor has agreed to sell to the Purchaser, and the Purchaser
has agreed to purchase from the Vendor, 10,000,000 shares in the issued share capital of the Company, representing 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the
issued and paid-up share capital of the Company.

 

(B) The
parties to the Agreement have agreed to vary certain terms of the Agreement in the manner as set out in this supplemental agreement
(“this Supplemental Agreement”).

 

NOW
IT IS HEREBY AGREED
as follows:

 

1.1 In
this Supplemental Agreement and unless the context otherwise requires, definitions and interpretations used in the Agreement shall
have the same meaning herein.

 

1.2 THAT
the Agreement be amended as below:

 

The
defined term “Long Stop Date” under DEFINITIONS AND INTERPRETATION be amended to read “ “Long Stop Date”
30 June 2020 or such later date as may be agreed between the Vendor and the Purchaser;”.

 

 

IN
WITNESS
whereof this Supplemental Agreement has been duly executed on the date first above written by the Parties.

 

VENDOR    
     
SIGNED by ROY
CHAN
)  
For and on behalf
of
)  
ACE VANTAGE INVESTMENTS
LIMITED
)  
in the presence
of:
)  
     
PURCHASER    
     
SIGNED by ALEX
YUEN
)  
For and on behalf
of
)  
TEMIR CORP. )  
in the presence
of:
)  

 

 

2

Exhibit 7.3

 

 

 

 

 

Dated the 30th day of June 2020

 

 

ACE VANTAGE INVESTMENTS LIMITED

 

(as Vendor)

 

 

 

and

 

 

 

TEMIR CORP.

 

(as Purchaser)

 

 

 

 

 

 

SECOND SUPPLEMENTAL AGREEMENT

IN RELATION TO THE SALE AND
PURCHASE AGREEMENT

in respect of 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued
share capital

of

JTI FINANCIAL SERVICES GROUP
LIMITED

(as Company)

 

 

 

 

 

THIS SECOND SUPPLEMENTAL AGREEMENT
is made on the 30th day of June 2020

 

ACE VANTAGE INVESTMENTS
LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate Services Centre,
Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (hereinafter called “Vendor”).

AND:

TEMIR CORP., a company
incorporated in Nevada, the United States with limited liability, and having its head office at Suite 1802-03, 18/F, Strand 50,
50 Bonham Strand, Sheung Wan, Hong Kong (hereinafter called “Purchaser”).

(each, a “Party
collectively, the “Parties”).

 

WHEREAS:

 

(A) Pursuant to an agreement (the “Agreement”) for
the sale and purchase of the issued share capital in JTI Financial Services Group Limited (the “Company”) dated
2 April 2020, the Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, 10,000,000
shares in the issued share capital of the Company, representing 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and paid-up share capital of the Company.

 

(B) The parties to the Agreement have agreed to vary certain terms of the Agreement in the manner as
set out in this supplemental agreement (“this Second Supplemental Agreement”).

 

NOW IT IS HEREBY AGREED as follows:

 

1.1 In this Second Supplemental Agreement and unless the context otherwise requires, definitions and
interpretations used in the Agreement shall have the same meaning herein.

 

1.2 THAT the Agreement be amended as below:

 

The defined term “Long
Stop Date” under DEFINITIONS AND INTERPRETATION be amended to read “ “Long Stop Date” 31 July 2020 or such
later date as may be agreed between the Vendor and the Purchaser;”.

 

 

IN WITNESS whereof this Second Supplemental
Agreement has been duly executed on the date first above written by the Parties.

 

VENDOR    
     
SIGNED by ROY CHAN )  
For and on behalf of )  
ACE VANTAGE INVESTMENTS LIMITED )  
in the presence of: )  
     
PURCHASER    
     
SIGNED by ALEX YUEN )  
For and on behalf of )  
TEMIR CORP. )  
in the presence of: )  

 

 

2

Exhibit 7.4

 

 

 

 

 

Dated
the 30th day of June 2020

 

 

ACE
VANTAGE INVESTMENTS LIMITED

 

(as
Vendor)

 

 

 

and

 

 

 

TEMIR
CORP.

 

(as
Purchaser)

 

 

 

 

 

 

THIRD
SUPPLEMENTAL AGREEMENT

IN
RELATION TO THE SALE AND PURCHASE AGREEMENT

in
respect of 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued share capital

of

JTI
FINANCIAL SERVICES GROUP LIMITED

(as
Company)

 

 

 

 

 

THIS
THIRD SUPPLEMENTAL AGREEMENT
is made on the 30th day of June 2020

 

ACE
VANTAGE INVESTMENTS LIMITED, a company incorporated in the British Virgin Islands and having its registered office at Vistra Corporate
Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (hereinafter called “Vendor”).

AND:

TEMIR
CORP., a company incorporated in Nevada, the United States with limited liability, and having its head office at Suite 1802-03,
18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong (hereinafter called “Purchaser”).

(each,
a “Party” collectively, the “Parties”).

 

WHEREAS:

 

(A) Pursuant
to an agreement (the “Agreement”) for the sale and purchase of the issued share capital in JTI Financial Services
Group Limited (the “Company”) dated 2 April 2020, the Vendor has agreed to sell to the Purchaser, and the Purchaser
has agreed to purchase from the Vendor, 10,000,000 shares in the issued share capital of the Company, representing 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the
issued and paid-up share capital of the Company.

 

(B) The
parties to the Agreement have agreed to vary certain terms of the Agreement in the manner as set out in this third supplemental
agreement (“this Third Supplemental Agreement”).

 

NOW
IT IS HEREBY AGREED
as follows:

 

1.1 In
this Third Supplemental Agreement and unless the context otherwise requires, definitions and interpretations used in the Agreement
shall have the same meaning herein.

 

1.2 THAT
the Agreement be amended as below:

 

(A) The
defined term “Consideration Shares(s)” under DEFINITIONS AND INTERPRETATION be amended to read “ “Consideration
Share(s)” 4,118,182 TMRR Shares to be allotted and issued by TMRR pursuant to Clause 3.1;”.

 

(B) Clause
3.1 be amended to read “The consideration of the Sale Shares to be paid by the Purchaser to the Vendor at Completion is
US$10,295,455.00 (the “Consideration”), which shall be satisfied by the allotment and issue of the Consideration
Shares by TMRR at the Issue Price.”.

 

 

IN
WITNESS
whereof this Supplemental Agreement has been duly executed on the date first above written by the Parties.

 

VENDOR    
     
SIGNED by ROY
CHAN
)  
For and on behalf
of
)  
ACE VANTAGE INVESTMENTS
LIMITED
)  
in the presence
of:
)  
     
PURCHASER    
     
SIGNED by ALEX
YUEN
)  
For and on behalf
of
)  
TEMIR CORP. )  
in the presence
of:
)  

 

 

2

Exhibit
31.1

 

CERTIFICATION

 

We,
Brian Wong and Brian Chan, being Chief Executive Officer and Chief Financial Officer of TEMIR CORP., certify that:

 

1.
We have reviewed this Annual Report on Form 10-K of TEMIR CORP.;

 

2.
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by annual report;

 

3.
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;

 

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)
designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;

 

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation;

 

d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.
The registrant’s other certifying officer(s) and we have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):

 

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information;
and

 

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

 

Date:
December 15, 2020

 

/s/ Brian Wong  
Brian Wong  
Chief Executive Officer  
   
/s/ Brian Chan  
Brian Chan  
Chief Financial Officer  

 

Exhibit
32.1

 

CERTIFICATION
PURSUANT TO

18
U.S.C. SECTION 1350

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In
connection with the Annual Report of TEMIR CORP.(the “Company”) on Form 10-K for the period ended August 31, 2020 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.

 

Date:
December 15, 2020

 

/s/ Brian Wong  
Brian Wong  
Chief Executive Officer  
   
/s/ Brian Chan  
Brian Chan  
Chief Financial Officer  

 

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