美國

證券交易委員會

華盛頓特區 20549

 

表單 10-Q 

根據1934年證券交易法第13條或第15(d)條的季度報告

 

 

截至季度的報告期 2024年3月31日

 

 

根據《1934年證券交易法》第13或15(d)條的過渡報告

 

過渡期從 __________________ 到 ________________

 

委員會檔案編號 333-267995

 

JAAG企業有限公司。

(註冊人名稱如章程中所列)

 

內華達

(註冊或組織的州或其他管轄區)

 

1716 西北第13大街

卡爾加里, AB, 加拿大 T2N 1L1

(主要執行辦公室地址,包括郵政編碼。)

 

(403) –616-7221

(電話號碼,包括區號)

 

不適用

(如果自上次報告以來變更的前名稱、前地址和前財年)

 

根據法案第12(b)節註冊的證券:

 

每個類別的標題

交易標的

註冊的每個交易所的名稱

不適用

不適用

不適用

 

請打勾表示登記申請人(1)在過去12個月(或登記申請人需要提交此類報告的較短時間內)是否提交了根據《證券交易法》第13或15(d)條要求提交的所有報告,以及(2)在過去90天內是否受此類提交要求的約束。  ☒     不 ☐

 

請打勾以指示註冊人是否在過去12個月內(或註冊人被要求提交此類文件的較短期間內)電子提交了根據規則405的S-t規定(本章第232.405條)要求提交的每個互動數據文件。  ☒     否 ☐

 

請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。

 

大型加速報告人

加速報告人

非加速報告人

小型報告公司

 

 

新興成長公司

 

如果是新興成長型企業,請勾選此項,表示註冊者已選擇不使用根據《交易所法》第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期進行遵守。

 

請打勾表明註冊人是否爲殼公司(根據證券交易法規則12b-2定義)。 是的      不 ☒

 

說明截至最新可行日期,每個發行人普通股類別的流通股份數量: 11,208,000 截至2024年3月31日的股份。

 

 

 

 

目錄

 

第一部分 – 財務信息

 

 

 

 

項目1.

基本報表

 

 

 

截至2024年3月31日(未經審計)和2023年6月30日(已審計)的臨時合併資產負債表

 

4

 

截至2024年和2023年3月31日的三個月和九個月的臨時合併運營報告(未經審計)

 

5

 

截至2024年3月31日的臨時合併股東(赤字)/權益變動表(未經審計)

 

6

 

截至2024年和2023年3月31日的三個月和九個月的臨時合併現金流量表(未經審計)

 

7

 

未經審計的合併財務報表附註

 

8

 

 

 

 

項目2.

管理層對控制項和經營結果的討論與分析

 

13

 

 

 

 

項目3。

關於市場風險的定量和定性披露

 

15

 

 

 

 

項目4。

控制和程序

 

15

 

 

 

 

第二部分 – 其他信息

 

 

 

 

項目1.

法律訴訟

 

16

 

 

 

 

項目1A。

Risk Factors

 

16

 

 

 

 

項目2.

未註冊的股票證券銷售及收益使用

 

16

 

 

 

 

項目3。

關於高級證券的違約

 

16

 

 

 

 

項目4。

礦業安全披露

 

16

 

 

 

 

第五項。

其他信息

 

16

 

 

 

 

第六項。

展覽品

 

17

 

 

 

 

簽名

 

18

 

 
2

 

 

 

關於前瞻性陳述的謹慎聲明

 

本季度10-Q報告包含「前瞻性聲明」。這些前瞻性聲明,包括但不限於在「管理層對財務狀況和經營結果的討論與分析」標題下所做的前瞻性聲明,涉及風險和不確定性。本季度報告中包含的任何非歷史事實的陳述都可以被視爲前瞻性聲明。前瞻性聲明包括但不限於關於我們未來經營結果的陳述;我們服務市場推廣的計劃;未來的經濟狀況;我們市場和產品開發工作的影響;以及與實現或實現我們戰略目標及未來增長相關的期望或計劃,包括通過潛在的未來收購。前瞻性聲明可能包括與未來銷售、收益、現金流、經營結果、現金使用和其他財務表現指標相關的陳述,以及與未來股息支付相關的陳述。其他前瞻性聲明可能通過使用諸如「相信」、「預期」、「可能」、「應該」、「將」、「計劃」、「預測」、「期望」、「期望值」、「估計」、「預測」、「目標」、「預測」、「策略」等詞語以及與未來經營或財務表現討論相關的類似詞語來識別。這些聲明基於對我們所處行業的當前期望、估計和預測,以及管理層所做的信念和假設。由於前瞻性聲明與未來有關,因此它們受到內在風險、不確定性和難以預測的環境變化的影響。因此,公司實際結果可能與前瞻性聲明中考慮的結果有重大差異。因此,投資者應謹慎依賴任何這些前瞻性聲明。這些既不是歷史事實的陳述,也不是未來表現的保證或保證。

 

 
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Table of Contents

 

PART I. FINANCIAL INFORMATION

 

JAAG ENTERPRISES LTD.

Consolidated Balance Sheet

 

 

 

          (Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

March 31,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash & Cash Equivalents

 

 

8,392

 

 

 

2,138

 

TOTAL ASSETS

 

 

8,392

 

 

 

2,138

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

10,075

 

 

 

5,181

 

Due to related party

 

 

12,173

 

 

 

7,487

 

Total Liabilities

 

 

22,248

 

 

 

12,668

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Common stock, ($0.0001 par value, 100,000,000 shares authorized

 

 

 

 

 

 

 

 

11,208,000 shares issued and outstanding

 

 

 

 

 

 

 

 

as of March 31, 2024 and June 30, 2023

 

 

1,121

 

 

 

1,021

 

Additional Paid in Capital

 

 

104,343

 

 

 

54,443

 

Accumulated Deficit

 

 

(119,320)

 

 

(65,994)

Total Stockholders' Equity

 

 

(13,856)

 

 

(10,530)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

 

 

8,392

 

 

 

2,138

 

 

The annexed notes form an integral part of these financial statements.

 

 
4

Table of Contents

 

JAAG ENTERPRISES LTD.

Consolidated Statement of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

March 31,

2024

 

 

For the three

months ended March 31,

2023

 

 

For the nine

months ended

March 31,

2024

 

 

For the nine

months ended March 31,

2023

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

15,997

 

 

 

14,599

 

 

 

33,508

 

 

 

28,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

13,841

 

 

 

7,698

 

 

 

24,626

 

 

 

17,031

 

Gross Profit

 

 

2,156

 

 

 

6,901

 

 

 

8,882

 

 

 

11,511

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, General & Administrative Expenses

 

 

10,266

 

 

 

8,188

 

 

 

62,220

 

 

 

64,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income / (loss) from operations

 

 

(8,110)

 

 

(1,287)

 

 

(53,338)

 

 

(52,568)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

7

 

 

 

2

 

 

 

12

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income/ (Loss)

 

 

(8,103)

 

 

(1,285)

 

 

(53,326)

 

 

(52,562)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

 

(0.001)

 

 

(0.001)

 

 

(0.005)

 

 

(0.001)

Weighted average number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common shares outstanding

 

 

11,208,000

 

 

 

10,208,000

 

 

 

10,657,275

 

 

 

10,208,000

 

 

The annexed notes form an integral part of these financial statements.

 

 
5

Table of Contents

 

JAAG ENTERPRISES LTD.

Consolidated Statement of Changes in Stockholders' Equity

Period ended March 31, 2024

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

10,208,000

 

 

 

1,021

 

 

 

54,443

 

 

 

(918)

 

 

54,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(65,076)

 

 

(65,076)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

 

10,208,000

 

 

 

1,021

 

 

 

54,443

 

 

 

(65,994)

 

 

(10,530)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,436)

 

 

(13,436)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

10,208,000

 

 

 

1,021

 

 

 

54,443

 

 

 

(79,430)

 

 

(23,966)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share issuance

 

 

1,000,000

 

 

 

100

 

 

 

49,900

 

 

 

-

 

 

 

50,000

 

Net profit (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(31,787)

 

 

(31,787)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

 

 

11,208,000

 

 

 

1,121

 

 

 

104,343

 

 

 

(111,217)

 

 

(5,753)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,103)

 

 

(8,103)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2024

 

 

11,208,000

 

 

 

1,121

 

 

 

104,343

 

 

 

(119,320)

 

 

(13,856)

 

The annexed notes form an integral part of these financial statements.

 

 
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Table of Contents

 

JAAG ENTERPRISES LTD.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

For the nine

months ended

March 31,

2024

 

 

For the nine

months ended

March 31,

2023

 

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income (loss)

 

 

(53,326)

 

 

(52,562)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Changes in prepaid expenses

 

 

-

 

 

 

641

 

Changes in accounts payable and accrued liabilities

 

 

4,894

 

 

 

4,035

 

Net cash provided by (used in) operating activities

 

 

(48,432)

 

 

(47,886)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advance from (repayment to) related party

 

 

4,686

 

 

 

(173)

Issuance of common stock

 

 

50,000

 

 

 

-

 

Net cash provided by (used in) financing activities

 

 

54,686

 

 

 

(173)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

6,254

 

 

 

(48,059)

Cash at beginning of year (period)

 

 

2,138

 

 

 

59,648

 

Cash at end of year (period)

 

 

8,392

 

 

 

11,589

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash paid during period for :

 

 

 

 

 

 

 

 

Interest

 

 

-

 

 

 

-

 

Income Taxes

 

 

-

 

 

 

-

 

 

The annexed notes form an integral part of these financial statements.

 

 
7

Table of Contents

 

JAAG ENTERPRISES LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED MARCH 31, 2024

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

JAAG Enterprises Ltd. (“JAAG Enterprises”) was incorporated on January 25, 2022, in the state of Nevada, USA. JAAG Enterprises acquired 100% interest of JAAG Uniform Limited of Hong Kong (“JAAG Uniform”) on May 27, 2022, as its wholly owned subsidiary. JAAG Uniform, incorporated on November 4, 2021, in Hong Kong, is a start-up uniform supplier, specializing in the design, supply, and distribution of a wide range of uniform garments and accessories. It works with clothing manufacturers in Hong Kong and China on the fabrication of its products.

 

JAAG Enterprises and JAAG Uniform will be collectively referred to as the “Company”.

 

NOTE 2. BASIS OF PRESENTATION

 

On May 27, 2022, the Company issued 7,500,000 common stock to acquire 100% interest of JAAG Uniform as its wholly owned subsidiary. The transaction results in JAAG Uniform’s shareholders taking control of the Company by voting rights through 97.40% of ownership interest, thus considered as the accounting acquirer according to guidance in the Accounting Standards Codification (“ASC”) 805-10 (“Reverse Takeover”).

 

As a result, these consolidated financial statements are presented as a continuation of JAAG Uniform’s financial statements with the assets and liabilities of the JAAG Uniform presented at their historical carrying values and the assets and liabilities of the JAAG Enterprises recognized on the date of the transaction.

 

The Company’s interim financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of application as the Company’s June 30, 2023 annual financial statements. While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended March 31, 2024 are not necessarily indicative of the results that can be expected for the year ended June 30, 2024.

 

The Company has a June 30, year-end.

 

Functional and Presentation Currency

 

The Company’s foreign operations are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company uses US Dollars as its functional and presentation currency.

 

NOTE 3. GOING CONCERN

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company and its subsidiaries will be able to meet its obligations and continue its operations for next fiscal year. Realization values may be substantially different from carrying values as shown and these condensed consolidated interim financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

 

At March 31, 2024, the Company had $8,392 in cash and there were outstanding liabilities of $22,248. Management does not believe that the Company’s current cash position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.

 

In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.

 

 
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NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

b. Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2024.

 

Fair values were assumed to approximate carrying values of on-balance-sheet financial instruments since they are short term in nature. These financial instruments include cash and accounts payables.

 

c. Earnings per Share

 

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

 

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 

d. Cash and Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

e. Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

f. Revenue Recognition

 

The Company recognizes revenues when its customers obtain control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

 

Under ASC 606 guidelines, a performance obligation is a promise to transfer to the customer a good or service that is separately identifiable and has standalone value. In our case, the sale of uniform products satisfies both criteria and is considered a single performance obligation. This performance obligation is considered satisfied upon the delivery of the uniform products to the customer, as this is when the customer obtains control of the goods.

 

 
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To allocate the transaction price, we consider the standalone selling price of the uniform products themselves. We take into account various factors such as market conditions and competitive pricing when determining the standalone selling price. Once we have determined the standalone selling price, we allocate the transaction price to the uniform products, accordingly, as required by ASC 606-10-32-29 and 606-10-50-13. Revenues from product sales are recorded net of applicable discounts and allowances that are offered within contracts with the Company’s customers.

 

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

 

g. Cost of Sales

 

Amounts that will be recorded as cost of sales relate to direct expenses incurred in order to fulfill orders of our customers. Such costs are recorded and allocated as incurred. Our cost of sales will consist primarily of the cost of product and shipping expenses.

 

h. Fixed Assets

 

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, (if any). The Company utilizes straight-line depreciation over the estimated useful life of the asset.

 

Property – 40 years

Office Equipment – 5 years

 

i. Foreign Currency Translation and Balances

 

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Exchange gains or losses arising from translation are recognized in the statement of operation.

 

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

 

j. Foreign operations

 

The assets and liabilities of foreign operations are translated to U.S. dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into U.S. dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income in the accumulated other comprehensive income (loss).

 

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.

 

k. Segment Reporting

 

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (“CODM”). Based on the criteria established by ASC280 “Segment Reporting”, the Group’s CODM has been identified as the Chief Executive Officer, who reviews consolidated results of the Company when making decisions about allocating resources and assessing performance.

 

The Company’s CODM reviewed consolidated results including revenue and operating income at a consolidated level and concluded that there is only one operating and reportable segment in the Company.

 

The Company’s revenues are derived from within Hong Kong. Therefore, no geographical segments are presented.

 

l. Recently Issued Accounting Guidance

 

The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company’s financial statements.

 

 
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NOTE 5. ASSETS ACQUISITION

 

On May 27, 2022, the Company issued 7,500,000 common stock to acquire 100% interest of JAAG Uniform as its wholly owned subsidiary. The transaction results in JAAG Uniform’s shareholders taking control of the Company by voting rights through 94.70% of ownership interest. As a result, JAAG Uniform, being the legal acquiree, is considered as the accounting acquirer according to guidance in the Accounting Standards Codification (“ASC”) 805-10. As the Company, being the accounting acquiree, does not meet the definition of a business according to ASC 805-10, the transaction is accounted for in accordance to ASC 805-50 as an acquisition of assets.

 

The net liabilities acquired was the fair value of the net liabilities of JAAG Enterprises as of May 27, 2022. The amount was calculated as follow:

 

Cash

 

$546

 

Other current liabilities

 

$(3,800)

Net liabilities

 

$(3,254)

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

On November 1, 2021, the company’s subsidiary, JAAG Uniform Limited, entered into a services agreement with the company’s President, Jeffrey Anthony Chau, whereby the company agreed to pay a management fee of HK$5,000 monthly to Mr. Chau. During the three- and nine-month periods ended March 31, 2024, the Company incurred management fee of $1,923 (HK$15,000) and $5,769 (HK$45,000), respectively, pertaining to this agreement.

 

On November 1, 2021, the company’s subsidiary, JAAG Uniform Limited, entered into a consulting services agreement with Bonaventure Trading House Ltd., whereby the company agreed to pay a fee of HK$5,000 monthly to Bonaventure Trading House Ltd. for performing various administrative functions for the company. The company’s President, Jeffrey Anthony Chau, is a director of Bonaventure Trading House Ltd. During the three- and nine-month periods ended March 31, 2024, the Company incurred management fee of $1,923 (HK$15,000) and $5,769 (HK$45,000), respectively, pertaining to this agreement.

 

NOTE 7. SHARE CAPITAL

 

On January 25, 2022, the Company incorporated with seed capital of $78 (CAD$100) for 200,000 common stocks.

 

On May 27, 2022, the Company issued 7,500,000 common stock to acquire 100% interest of JAAG Uniform as its wholly owned subsidiary (See Note 5).

 

On June 26, 2022, the Company closed a private placement and issued 2,508,000 common stocks for gross proceeds of $58,640.

 

On November 29, 2023, the Company closed a private placement and issued 1,000,000 common stocks for gross proceeds of $50,000.

 

As of March 31, 2024, the Company had 11,208,000 shares of common stock issued and outstanding.

 

NOTE 8. WARRANTS AND OPTIONS

 

There are no warrants or options outstanding to acquire any additional shares of common.

 

NOTE 9. INCOME TAXES

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

 
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There was no income tax expense for the period ending March 31, 2024. The reconciliation and the tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at the U.S. statutory rate of 21% at March 31, 2024 are as follows:

 

 

 

March 31,

2024

 

 

March 31,

2023

 

 

 

($)

 

 

($)

 

Deferred tax assets

 

 

 

 

 

 

Net operating losses

 

 

(53,326)

 

 

(52,562)

 

 

 

 

 

 

 

 

 

Deferred tax liability

 

 

 

 

 

 

 

 

Net deferred tax assets

 

 

11,198

 

 

 

11,038

 

Less valuation allowance

 

 

(11,198)

 

 

(11,038)

Deferred tax asset - net valuation allowance

 

 

-

 

 

 

-

 

 

NOTE 10. SEGMENT INFORMATION

 

The Company’s source of revenue is from uniform products and all revenues are derived from Hong Kong region locally. Therefore, the Company has only one operating segment and one geographic segment.

 

Uniform products segment

 

Uniform Products

 

For the three months ended

March 31,

2024

 

 

For the three

months ended March 31,

2023

 

 

For the nine

months ended

March 31,

2024

 

 

For the nine

months ended March 31,

2023

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

Segment revenue

 

$15,997

 

 

 

14,599

 

 

 

33,508

 

 

 

28,542

 

Segment profit

 

$(8,103)

 

 

(1,285)

 

 

(53,326)

 

 

(52,562)

 

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

The Company has no commitments and contingencies liabilities to be disclosed.

 

NOTE 12. CONCENTRATION

 

Initial sales are concentrated with few clients. Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts (if any).

 

NOTE 13. LEGAL MATTERS

 

The Company has no known legal issues pending.

 

NOTE 14. SUBSEQUENT EVENT

 

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from March 31, 2024, through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

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

 

General Overview

 

We were incorporated on January 25, 2022, in the state of Nevada, USA. We acquired 100% interest of JAAG Uniform Limited of Hong Kong (“JAAG Uniform”) on May 27, 2022, as our wholly owned subsidiary. JAAG Uniform, which was incorporated on November 4, 2021, in Hong Kong, is a start-up uniform supplier, specializing in the design, supply, and distribution of a wide range of uniform garments and accessories. It works with clothing manufacturers in Hong Kong and China on the fabrication of its products.

 

Results of Operations

 

Three months ended March 31, 2024, compared to the three months ended March 31, 2023:

 

Revenues and Sale Expenses:

 

We generated $15,997 in revenues and incurred $13,841 in cost of sales for the three months ended March 31, 2024 compared to $14,599 in revenues and $7,698 in cost of sales for the three months ended March 31, 2023.

 

Other Operating and General and Administrative Expenses:

 

During the three months ended March 31, 2024, we incurred $10,266 in selling, general and administration expenses compared to $8,188 in selling, general and administration expenses for the three months ended March 31, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional services fees.

 

Net Loss:

 

Net loss was $8,103 for the three months ended March 31, 2024 compared to a net loss of $1,285 for the three months ended March 31, 2023.

 

Nine months ended March 31, 2024, compared to the nine months ended March 31, 2023:

 

Revenues and Sale Expenses:

 

We generated $33,508 in revenues and incurred $24,626 in cost of sales for the nine months ended March 31, 2024 compared to $28,542 in revenues and $17,031 in cost of sales for the nine months ended March 31, 2023.

 

Other Operating and General and Administrative Expenses:

 

During the nine months ended March 31, 2024, we incurred $62,220 in selling, general and administration expenses compared to $64,079 in selling, general and administration expenses for the nine months ended March 31, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional services fees.

 

Net Loss:

 

Net loss was $53,326 for the nine months ended March 31, 2024 compared to a net loss of $52,562 for the nine months ended March 31, 2023.

 

Cash Used in Operating Activities

 

Net cash used in operating activities for the nine months ended March 31, 2024 was $48,432 compared to net cash used in operating activities of $47,886 for the nine months ended March 31, 2023.

 

 
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Cash Provided by Financing Activities

 

Net cash provided by financing activities for the nine months ended March 31, 2024, was $54,686 consisting of advance from related party of $4,686 and cash provided by financing activities of $50,000 compared to net cash used in financing activities of $173 consisting of repayment to related party for the nine months ended March 31, 2023.

 

Total Assets:

 

The Company’s total assets were $8,392 as of March 31, 2024 and $2,138 as of June 30, 2023.

 

Total Liabilities:

 

The Company’s total liabilities were $22,248 as of March 31, 2024 compared to total liabilities of $12,688 as of June 30, 2023.

 

Stockholders’ Deficit:

 

The Company’s shareholders’ deficit was $13,856 as of March 31, 2024 compared to a shareholder’s deficit of $10,530 as of June 30, 2023.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had $8,392 in current assets and total current liabilities of $22,248.

 

We had a working capital deficiency of $13,856 as of March 31, 2024 compared to a working capital deficiency of $10,530 as of June 30, 2023.

 

Capital Resources

 

We anticipate we will need $50,000 for operations for the next 12 months, which includes $15,000 for selling, general and administrative purposes; $20,000 for professional fees, including legal and audit fees; $5,000 for consulting fees; and $10,000 for working capital. Based on the foregoing, our cash on hand will not be adequate to satisfy our ongoing cash requirements.

 

Future Financings

 

We anticipate we will need additional financing to fund our business operations in the future and will primarily rely on equity sales of our common stock and loans from related parties. We presently do not have any arrangements or commitments for additional financing in place. There is no assurance that we will achieve additional financing by either the sale of our equity securities or by debt financing. In addition, the issuance of additional shares will result in dilution to our existing stockholders.

 

Off-Balance Sheet Arrangements

 

 As of March 31, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity capital expenditures, or capital resources that is material to investors.

 

Contractual Obligations and Commitments

 

As of March 31, 2024, we did not have any contractual obligations and commitments.

 

 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

As a “small reporting issuer”, the Company is not required to provide the information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

 

Our management, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

 

Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

 

 

1)

We have an inadequate number of personnel.

 

2)

We do not have sufficient segregation of duties within our accounting functions.

 

3)

We have insufficient written policies and procedure over our disclosures.

 

Evaluation of Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

 

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2024 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of March 31, 2024, our company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

To the best knowledge of the Company’s directors and officers, the Company is currently not a party to any material pending legal proceeding.

 

ITEM 1A: RISK FACTORS

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

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

 

None

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4: MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

 
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ITEM 6. EXHIBITS

 

The following exhibits are included with this quarterly filing:

 

Exhibit No.

 

Description

31.1

 

Sec. 302 Certification of Chief Executive Officer/Chief Financial Officer

32.1

 

Sec. 906 Certification of Chief Executive Officer/Chief Financial Officer

10.1

 

Interactive data files pursuant to Rule 405 of Regulation S-T

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

JAAG Enterprises Ltd.

Registrant

Date: May 13, 2024    
By/s/ Jeffrey Chau

 

Jeffrey Chau

 
 Chief Executive Officer and Chief Financial Officer

Principal Executive Officer,

Principal Financial Officer

and Principal Accounting Officer

 

 

 
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