TEMIR CORP. - Quarter Report: 2019 May (Form 10-Q)

Form 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2019

[ ] 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

IRS Employer Identification Number

7999

Primary Standard Industrial Classification Code Number

Temir Corp.

54 Fruktovaya Street

Bishkek, Kyrgyzstan 720027

Tel. 996-558414146

Email: temircorp@yandex.com

(Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:



Class	Outstanding as of June 12, 2019
Common Stock, $0.001	2,574,000

1 | Page


	TEMIR CORP.
Part I	FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	10
Item 3	Quantitative And Qualitative Disclosures About Market Risk	11
Item 4	Controls And Procedures	11
Part II	OTHER INFORMATION
Item 1	Legal Proceedings	11
Item 2	Unregistered Sales Of Equity S ecurities And Use Of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Mine Safety Disclosures	12
Item 5	Other Information	12
Item 6	Exhibits	12
	Signatures	12

2 | Page

PART I. FINANCIAL INFORMATION


TEMIR CORP. BALANCE SHEETS (Unaudited)
		MAY 31, 2019	AUGUST 31, 2018
ASSETS
Current Assets
	Cash	$ 63	$ 2,873
	Total current assets	63	2,873
Other Assets
	Equipment	282	783
Total Assets		$ 345	$ 3,656

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
	Loan from related parties	$ 13,151	$ 3,753
	Total current liabilities	13,151	3,753
Total Liabilities		13,151	3,753

Stockholders’ Deficit
	Common stock, $0.001 par value, 78,500,000 shares authorized;
	2,574,000 shares issued and outstanding	2,574	2,574
	Additional Paid-in-Capital	28,126	28,126
	Retained Deficit	(43,506)	(30,797)
Total Stockholders’ Deficit		(12,806)	(97)

Total Liabilities and Stockholders’ equity		$ 345	$ 3,656

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

3 | Page


TEMIR CORP. STATEMENTS OF OPERATIONS (UNAUDITED)
	THREE MONTHS ENDED MAY 31, 2019	THREE MONTHS ENDED MAY 31, 2018	NINE MONTHS ENDED MAY 31, 2019	NINE MONTHS ENDED MAY 31, 2018
Revenue	$ -	$ 3,500	$ -	$ 8,500
Cost of good sold	-	1,700	-	2,700
Gross profit	-	1,800	-	5,800

Operating expenses
General and administrative expenses	3,877	11,078	12,709	18,744
Net income (loss) from operations	(3,877)	(9,278)	(12,709)	(12,944)
Income (Loss) before provision for income taxes	(3,877)	(9,278)	(12,709)	(12,944)

Provision for income taxes	-	-	-	-

Net income (loss)	$ (3,877)	$ (9,278)	$ (12,709)	$ (12,944)

Income (loss) per common share: Basic and Diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted	2,574,000	2,574,000	2,574,000	2,574,000

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

4 | Page


TEMIR CORP. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED MAY 31, 2019 AND MAY 31, 2018 (UNAUDITED)
	Number of Common Shares	Amount	Additional Paid-In-Capital	Deficit accumulated	Total
Balances as of AUGUST 31, 2017	2,574,000	$ 2,574	$ 28,126	$ 2,888	$33,588
Net loss for the nine months ended May 31, 2018	-	-	-	(12,944)	(12,944)
Balances as of May 31, 2018	2,574,000	2,574	28,126	(10,056)	20,644
Net loss for the three months ended August 31, 2018	-	-	-	(20,741)	(20,741)
Balances as of AUGUST 31, 2018	2,574,000	$2,574	$ 28,126	(30,797)	(97)
Net loss for the nine months ended May 31, 2019	-	-	-	(12,709)	(12,709)
Balances as of May 31, 2019	2,574,000	$2,574	$ 28,126	$ (43,506)	$(12,806)

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

5 | Page


TEMIR CORP. STATEMENTS OF CASH FLOWS (UNAUDITED)
		NINE MONTHS ENDED MAY 31, 2019	NINE MONTHS ENDED MAY 31, 2018
Cash flows from Operating Activities
	Net income (loss)	$ (12,709)	$ (12,944)
	Amortization expenses	501	501
	Prepaid expenses	-	297
	Net cash provided by (used in) operating activities	(12,208)	(12,146)

Cash flows from Financing Activities

	Proceeds of loan from shareholder	9,398	532
	Net cash provided by financing activities	9,398	532
Net increase in cash and equivalents		(2,810)	(11,614)
Cash and equivalents at beginning of the period		2,873	35,061
Cash and equivalents at end of the period		$ 63	$ 23,447
	Supplemental cash flow information:
	Cash paid for:
	Interest	$ -	$ -
	Taxes	$ -	$ -

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

6 | Page

TEMIR CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MAY 31, 2019

NOTE 1 – ORGANIZATION AND BUSINESS

TEMIR CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on May 19, 2016. The Company commences operations in tourism. Temir Corp. is a travel agency that organizes 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.

The Company has adopted August 31 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of May 31, 2019 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated deficit from inception (May 19, 2016) to May 31, 2019 of $43,506. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The results for the nine months ended May 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended August 31, 2018, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2019 and for the related periods presented.

7 | Page

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At May 31, 2019 the Company's bank deposits did not exceed the insured amounts.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Stock-Based Compensation

As of May 31, 2019, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 638, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Revenue Recognition

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We record revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.

Property and Equipment

Property and equipment are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 3 years.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

8 | Page

NOTE 4 – CAPITAL STOCK

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

As of May 31, 2019, the Company had 2,574,000 shares issued and outstanding.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

Since May 19, 2016 (Inception) through May 31, 2019, the Company’s sole officer and director loaned the Company $13,151 to pay for incorporation costs and operating expenses. As of May 31, 2019, the amount outstanding was $13,151. The loan is non-interest bearing, due upon demand and unsecured.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from May 31, 2019 to June 12, 2019 the date the financial statements were issued and has determined that there are no items to disclose.

9 | Page

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

General

We were incorporated in the State of Nevada on May 19, 2016. We commence operations in tourism. Our principal office address is located at 54 Fruktovaya Street, Bishkek, Kyrgyzstan 720027.

Temir Corp. is a travel agency that organizes individual and group tours in Kyrgyzstan, such as cultural, recreational, sport, business, ecotours and other travel tours. Services and products provided by our company include custom packages according to the client’s specifications. We develop and offer our own tours in Kyrgyzstan as well as third-party suppliers.

RESULTS OF OPERATION

As of May 31, 2019, our deficit was $43,506. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended May 31, 2019 compared to Three Month period ended May 31, 2018

Revenue

During the three months ended May 31, 2019, the Company did not generate any revenue compared to $3,500 during the three months ended May 31, 2018.

Operating Expenses

During the three-month period ended May 31, 2019, we incurred total expenses and professional fees of $3,877, compared to $11,078 during the three months ended May 31, 2018. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

Our net loss for the three-month period ended May 31, 2019 was $3,877 compared to net loss of $9,278 during the three months ended May 31, 2018.

Nine Month Period Ended May 31, 2019 compared to Nine Month period ended May 31, 2018

Revenue

During the nine months ended May 31, 2019, the Company did not generate any revenue compared to $8,500 during the nine months ended May 31, 2018.

Operating Expenses

During the nine-month period ended May 31, 2019, we incurred total expenses and professional fees of $12,709, compared to $18,744 during the nine months ended May 31, 2018. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

Our net loss for the nine-month period ended May 31, 2019 was $12,709 compared to net loss of $12,944 during the nine months ended May 31, 2018.

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2019 our current assets were $63 compared to $2,873 in current assets at August 31, 2018. As at May 31, 2019 our total assets were $345 compared to $3,656 in total assets at August 31, 2018. As at May 31, 2019, our current liabilities were $13,151 compared to $3,753 as at August 31, 2018.

Stockholder’s deficit increased from $97 as of August 31, 2018 to $12,806 as of May 31, 2019.

Cash Flows from Operating Activities

For the nine-month period ended May 31, 2019, net cash flows used in operating activities were $12,208, consisting of net loss of $12,709 and amortization expenses of $501. For the nine-month period ended May 31, 2018, net cash flows provided by operating activities were $12,146, consisting of net loss of $12,944, increase in prepaid expenses of $297 and amortization expenses of $501.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the nine-month period ended May 31, 2019 were $9,398, consisting of loan from shareholder compared to $532 during the nine-month period ended May 31, 2018.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

10 | Page

GOING CONCERN

The independent auditors' report accompanying our AUGUST 31, 2018 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No equity securities were sold during the nine-month period ended May 31, 2019.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the nine-month period ended May 31, 2019.

11 | Page

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

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: June 12, 2019	By: /s/ Stanislav Pak
	Stanislav Pak, President and Chief Executive Officer and Chief Financial Officer

12 | Page