美國
證券交易委員會
華盛頓特區 20549
表格
(選擇一個)
根據1934年證券交易法第13或15(d)條提交的年度報告 | ||
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截至的財年 | ||
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根據1934年證券交易法第13或15(d)條的過渡報告 | ||
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在______________到______________的過渡期間 |
委員會檔案編號
(註冊人名稱按章程所示) |
(公司或其他註冊組織的州或轄區)
(主要執行辦公室的地址,包括郵政編碼。)
(
(電話號碼,包括區號)
不適用
(如果自上次報告以來有所更改,之前的名稱、地址和財務年度)
根據法案第12(b)節登記的證券:
無 |
| 不適用 |
每一類股票的名稱 |
| 註冊的每個交易所名稱 |
根據該法案第12(g)條註冊的證券:
(課程名稱)
如果註冊人是規則405万亿.e證券法中定義的知名成熟發行人,請用勾號表示。是 ☐
如果註冊人不需要根據《法案》第13條或第15(d)條提交報告,請用勾號標明 是 ☐
請勾選註冊人是否: (1) 在過去12個月內(或註冊人需要提交此類報告的較短期間內)已提交所有根據1934年《證券交易法》第13節或第15(d)節要求提交的報告,且 (2) 在過去90天內一直受到此類提交要求的約束。
請勾選註冊人是否在過去12個月內(或在註冊人被要求提交和發佈此類文件的較短期間內)按《S-k條例》第405條(本章第229.405條)提交併發佈了每個要求提交和發佈的互動數據文件,並在其公司網站上發佈(如有)。是 ☐
如果本文件中不包含根據第405項規定的失信者披露(本章第229.405節),並且根據註冊人的最佳知識,這些信息不會包含在本表格10-k的第III部分或本表格10-k的任何修正案中,請用勾號表示。☐
請用勾選的方式指明註冊人是大型加速報告公司、加速報告公司、非加速報告公司,還是較小的報告公司。請參閱《交易所法》第120亿.2條中「大型加速報告公司」、「加速報告公司」和「較小報告公司」及「新興增長公司」的定義。
大型加速披露人 | ☐ | 加速報告公司 | ☐ | ||
☒ | 小型報告公司 | ||||
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| 新興成長公司 |
如果一家新興成長型公司,請用勾選標記表示該申報人已選擇不使用根據證交所法案13(a)條款提供的任何新的或修訂過的財務會計準則的延長過渡期。
勾選是指示因為對於交易所法案第120亿2條定義下的外殼公司(shell company)。是
截至2024年6月30日,註冊人非關聯方持有的普通股的總市值約爲$
請說明截至最新可行日期的每種註冊公司普通股的流通股數:
參考文件:無
目錄
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目錄 |
第一部分
前瞻性聲明。
本年度報告包含前瞻性陳述。這些陳述涉及未來事件或我們未來的財務表現。在某些情況下,您可以通過「可能」、「應該」、「期望」、「計劃」、「預期」、「相信」、「估計」、「預測」、「潛在」或「繼續」以及這些術語的否定或其他可比術語來識別前瞻性陳述。這些陳述僅是預測,並涉及已知和未知的風險、不確定性及其他因素,包括在「風險因素」一節中所述的風險,這可能導致我們或我們行業的實際結果、活動水平、表現或成就與這些前瞻性陳述所表達或暗示的任何未來結果、活動水平、表現或成就存在重大差異。
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our” and the “Company”, mean JAAG Enterprises Ltd. and our wholly owned subsidiary, JAAG Uniform Limited of Hong Kong.
Item 1. Description of Business
General Information
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.
Other than the acquisition of JAAG Uniform, we haven’t undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets in the ordinary course of business, neither we have ever been a party to any bankruptcy, receivership or similar proceeding.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Properties
We do not own any real property. We are currently sharing office space with other parties.
Item 3. Legal Proceedings
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 4. Mine Safety Disclosures
Not Applicable.
3 |
Table of Contents |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is currently quoted on the OTC Markets (Pink). OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone and computer network connecting dealers. OTC Market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.
Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725.
Holders
As of June 30, 2024, there were 45 holders of record of our common stock, and 11,208,000 shares of our common stock were issued and outstanding.
Dividends
We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2024, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended June 30, 2024.
Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance, and we do not have any outstanding stock options.
Purchases of Equity Securities by the Company
We have not repurchased any of our shares of common stock during the fiscal year ended June 30, 2024.
Item 6. Selected Financial Data
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2024, and June 30, 2023, that appear 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.
Results of Operations
The Year Ended June 30, 2024 compared to the Year Ended June 30, 2023
Revenues and Sale Expenses:
We generated $33,547 in revenues and incurred $24,626 in cost of sales for the year ended June 30, 2024 compared to $33,914 in revenues and $18,993 in cost of sales for the year ended June 30, 2023.
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Table of Contents |
Other Operating and General and Administrative Expenses:
During the year ended June 30, 2024, we incurred $71,269 in selling, general and administration expenses compared to $76,732 in selling, general and administration expenses for the year ended June 30, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional services fees.
Net Loss:
Net loss was $62,459 for the year ended June 30, 2024 compared to a net loss of $65,076 for the year ended June 30, 2023.
Cash Used in Operating Activities
Net cash used in operating activities for the year ended June 30, 2024 was $54,744 compared to net cash used in operating activities of $64,837 for the year ended June 30, 2023.
Cash Provided by Financing Activities
Net cash provided by financing activities for the year ended June 30, 2024 was $57,442 consisting of advance from related party of $7,442 and cash provided by financing activities of $50,000 compared to net cash provided by financing activities for the year ended June 30, 2023 of $7,327 consisted of advance from related party.
Total Assets:
The Company’s total assets were $4,836 as of June 30, 2024 compared to $2,138 as of June 30, 2023.
Total Liabilities:
The Company’s total liabilities were $27,825 as of June 30, 2024 compared to total liabilities of $12,668 as of June 30, 2023.
Stockholders’ Deficit:
The Company’s shareholders’ deficit was $22,989 as of June 30, 2024 compared to a shareholder’s deficit of $10,530 as of June 30, 2023.
Liquidity and Capital Resources
Cash and cash equivalents were $4,836 as of June 30, 2024. Our total current assets were $4,836 and our total current liabilities were $27,825 as of June 30, 2024. At the end of the year ended June 30, 2023, cash and cash equivalents were $2,138, total current assets were $2,138, and total current liabilities were $12,668.
We had a working capital deficiency of $22,989 as of June 30, 2024 compared to working capital deficiency of $10,530 as of June 30, 2023.
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 or advances 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 June 30, 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 June 30, 2024, we did not have any contractual obligations and commitments.
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Plan of Operation for the next 12 months
Our expenses for the twelve-month period beginning from July 1, 2024 are estimated to be approximately $60,000. With our working capital deficit of $22,989 as of June 30, 2024, we will need to raise additional capital to cover our expenses for the twelve-month period beginning from July 1, 2024.
Estimated Expenses for the Twelve-Month Period Beginning January 1, 2024 |
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Total |
| $ | 60,000 |
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We will continue to rely on equity sales of our common shares and funding from directors and shareholders in order to continue to fund our business operations. Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Going Concern
We incurred a cumulative net loss of $128,453 during the period from inception to June 30, 2024. We have limited operations, raising substantial doubt about our ability to continue as a going concern. We will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance that we will be successful in accomplishing our objectives. Our ability to continue as a going concern is dependent on additional sources of capital and the growth of our business.
Critical Accounting Policies
Our significant accounting policies are described in the notes to our financial statements for the year ended June 30, 2024, and are included elsewhere in this annual report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
N/A.
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Item 8. Financial Statements and Supplementary Data
JAAG ENTERPRISES LTD.
Financial Statements
For the years ended June 30, 2024 and 2023
(Stated in US Dollars)
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Table of Contents |
JAAG ENTERPRISES LTD.
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023
INDEX TO FINANCIAL STATEMENTS |
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Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of JAAG Enterprises LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of JAAG Enterprises LTD. (the Company) as of June 30, 2024 and 2023, and the related consolidated statements of operation, Change in Stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2024 and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Material Uncertainty Relating to Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audit 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 financial statements, whether due to error or 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 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.
We have served as the Company’s auditor since 2024
October 7, 2024
F-2 |
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JAAG ENTERPRISES LTD. | ||||||||
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F-3 |
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JAAG ENTERPRISES LTD. | ||||||||
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F-4 |
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JAAG ENTERPRISES LTD. | ||||||||||||||||||||
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The accompanying notes are an integral part of these financial statements
F-5 |
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JAAG ENTERPRISES LTD. | ||||||||
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The accompanying notes are an integral part of these financial statements
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JAAG ENTERPRISES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 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
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
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 consolidated 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 consolidated financial statements include the Company’s wholly owned subsidiary, JAAG Uniform, and 100 percent of its assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.
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 June 30, 2024, the Company had $
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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.
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 June 30, 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.
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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.
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 –
Office Equipment –
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.
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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.
NOTE 5. RELATED PARTY TRANSACTIONS
During the year ended June 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $
During the year ended June 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $
During the year ended June 30, 2024, the Company received $
As of June 30, 2024, the Company has an accounts payable balance of $
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NOTE 6. SHARE CAPITAL
On January 25, 2022, the Company incorporated with seed capital of $
On May 27, 2022, the Company issued
On June 26, 2022, the Company closed a private placement and issued
On November 29, 2023, the Company closed a private placement and issued
As of June 30, 2024, the Company had
NOTE 7. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common.
NOTE 8. 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.
The Company operates in the United States and the Company’s subsidiary, JAAG Uniform, operates in Hong Kong, with statutory income tax rates of
There was no income tax expense for the years ended June 30, 2024 and 2023. The reconciliation and the tax effects of temporary differences that give rise to significant portions of the net deferred tax assets on June 30, 2024 and 2023 are as follows:
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NOTE 9. 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
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NOTE 10. COMMITMENTS AND CONTINGENCIES
The Company has no commitments and contingencies liabilities to be disclosed.
NOTE 11. CONCENTRATIONS
As of June 30, 2024, the Company sold about
As of June 30, 2024, the Company purchased all its supplies from two major suppliers and the amounts due to these companies represent approximately
NOTE 12. LEGAL MATTERS
The Company has no known legal issues pending.
NOTE 13. SUBSEQUENT EVENT
The Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were available to be issued.
Subsequent to the year ended June 30, 2024, the Company received gross proceeds of $
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.
Item 9A. 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 June 30, 2024.
Our management, with the participation of our president (our principal executive officer, principal accounting officer and 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 president (our principal executive officer, principal accounting officer and principal financial officer) 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 and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.
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 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 and our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 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 June 30, 2024, our company’s internal control over financial reporting was not effective based on present company activity. In the course of making our assessment, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of staffs who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness which could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Our company is in the process of adopting specific internal control mechanisms with our board and officers’ collaboration to ensure effectiveness as we grow. We are presently engaging an outside consultant to assist in adopting new measures to improve upon our internal controls. 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.
This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended June 30, 2024, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
All directors of our Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name | Position Held with the Company | Age
| Date First Elected or Appointed |
Jeffrey Chau | President, Chief Executive Officer, Treasurer and Director
| 44 | June 20, 2022 |
Billy Chan | Secretary and Director
| 40 | June 20, 2022 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of our directors and executive officers, indicating their principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Jeffrey Chau – President, Chief Executive Officer, Treasurer and Director
Mr. Chau graduated from Columbia University with a Bachelor of Science degree in Mechanical Engineering in 2001. After graduation, Mr. Chau was employed as a patent engineer for a US Patent Attorney based in Taiwan. In 2004, Mr. Chau moved to Sydney, Australia and worked as a marketing and territory manager for a mobile prepaid products distributor, with duties including supervision of marketing staff within the New South Wales region. From 2007 to 2009, he worked as production merchandiser for Farbo Uniforms in Hong Kong and was promoted to merchandising manager of the company in 2010. Subsequently, Mr. Chau became CEO of Farbo Uniforms in 2015. He left Farbo Uniforms in 2020 to pursue his own opportunities and founded JAAG Uniform Limited in 2021.
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Billy Chan – Secretary and Director
Mr. Chan immigrated to Canada from Hong Kong at a young age. He completed his high school education in 2001. After working for few years in Canada, he went to Hong Kong in 2004 to begin a career at a manufacturing business in Guangdong, China. Following this move, Mr. Chan joined a garment manufacturer in Dongguan, China. In 2007, he was promoted to production and quality manager of this garment manufacturer in Dongguan. In 2018, he left the Dongguan garment manufacturer to pursue other business opportunities. In 2018, he joined a power construction and restoration company, Jinyixing (Liaoning) Electric Power Technology Development Co. Ltd. in China, supervising the company’s day to day operations. In 2021, he joined JAAG Enterprises Ltd. to assist in JAAG Enterprises’ development and operations.
Significant Employees
There are no individuals other than our executive officers who make a significant contribution to our business.
Family Relationships
There are no family relationships among directors and officers of the Company.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any civil or criminal proceedings.
Other Directorships
Our directors do not hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
Board of Directors and Director Nominees
The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which a slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.
The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.
Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination, and it is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.
Board and Committee Meetings
Our board of directors held no in person meetings during the year ended June 30, 2024. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
For the year ended June 30, 2024, there was no standing nominating committee or committee performing similar functions for our company.
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Conflicts of Interest
Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.
In general, officers and directors of a corporation are required to present business opportunities to a corporation if:
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We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Code of Ethics
We have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.
Audit Committee
We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.
Section 16(a) of the Securities Exchange Act of 1934
During the fiscal year ended June 30, 2024 our Directors and Officers have complied with all applicable Section 16(a) filing requirements.
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Item 11. Executive Compensation
The following table shows for the fiscal years ending June 30, 2024 and 2023, the compensation awarded or paid by the Company to its executive officers. No executive officers of the Company had total salary and bonus exceeding $100,000 during such year.
SUMMARY COMPENSATION TABLE
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Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensa- tion ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensa- tion ($) | Total ($) |
Jeffrey Chau(1) President, Chief Executive Officer, and Director | 2023 2022 | 7,672 7,672 | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | 7,672 7,672 |
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Billy Chan(2) Secretary and Director | 2023 2022 | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil |
(1) | Jeffrey Chau was appointed President, Chief Executive Officer, Treasurer and Director of our company on June 20, 2022. |
(2) | Billy Chan was appointed Secretary and Director of our company on June 20, 2022. |
Narrative Disclosure to Summary Compensation Table
There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.
Options Grants During the Last Fiscal Year / Stock Option Plans
We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year.
Aggregated Options Exercises in Last Fiscal Year
No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director during our last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors since during our last fiscal year.
Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended June 30, 2024.
Compensation of Directors
The members of our board of directors are not compensated by our Company for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
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Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as an incentive for performance.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of June 30, 2024, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percentage of Class |
Jeffrey Chau 9D, 111 Mount Butler Road, Jardine’s Lockout, Hong Kong | 3,825,000
| 34.13%
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Kai Man Leong Rm 1502, Wah Shui House, Tin Wah Estate, Tin Shui Wai, N.T., Hong Kong | 3,675,000
| 32.79%
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Directors and Executive Officers as a Group | 3,925,000 | 35.02% |
Notes:
(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
(2) The percentages are based on 11,208,000 shares of common stock issued and outstanding as of June 30, 2024.
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
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Item 13. Certain Relationships and Related Transactions and Director Independence
Except as disclosed below, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
On November 1, 2021, the Company entered into a services agreement with Mr. Chau, our President, whereby the Company agreed to pay a monthly fee of HK$5,000 for services to be rendered to the Company.
Given the Company’s small size and limited financial resources, the Company has not adopted formal policies and procedures for the review, approval or ratification of transactions. The Company intends to establish formal policies and procedures in the future, once the Company has sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, the Company’s directors will continue to approve any related party transaction.
Director Independence
For purposes of determining director independence, the Company has applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTC Markets on which the Company intends for its shares of common stock to be quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Company’s Board of Directors is currently comprised of two members, both of whom do not qualify as independent directors in accordance with the NASDAQ guidelines.
Indemnification
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 14. Principal Accountant Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended June 30, 2024 and for fiscal year ended June 30, 2023 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
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| Year Ended |
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| June 30, 2024 US$ |
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| June 30, 2023 US$ |
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Audit Fees |
| $ | 12,000.00 | (1) |
| $ | 7,500.00 |
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Audit Related Fees |
| Nil |
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| Nil |
| ||
Tax Fees |
| Nil |
|
| Nil |
| ||
All Other Fees |
| $ | 3,000 |
|
| $ | 2,250.00 |
|
Total |
| $ | 15,000.00 | (1) |
| $ | 9,750.00 |
|
(1) Estimate only.
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are included with this Report:
Exhibit Number |
| Description |
(3) |
| Articles of Incorporation and Bylaws |
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| ||
|
|
|
(31) |
| Rule 13a-14(a)/15d-14(a) Certification |
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(32) |
| Section 1350 Certifications |
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101** |
| Interactive Data Files |
* | Filed herewith. |
**
| Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
|
|
(1) | Incorporated by reference to our Registration Statement on Form S-1 filed June 23, 2023. |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JAAG ENTERPRISES LTD. |
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|
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Dated: October 11, 2024 | By: | /s/Jeffrey Chau |
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Jeffrey Chau |
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Chief Executive Officer and Chief Financial Officer |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: October 11, 2024 | By: | /s/Jeffrey Chau |
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| Jeffrey Chau |
| |
| Chief Executive Officer and Chief Financial Officer |
| |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
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