SecProbe.io

United States securities and exchange commission logo
November 21, 2022
Jeffrey Chau
Chief Executive Officer
JAAG Enterprises Ltd.
1716 13 Avenue NW
Calgary, AB T2N 1L1
Canada
Re:JAAG Enterprises Ltd.
Registration Statement on Form S-1
Filed October 25, 2022
File No. 333-267995
Dear Jeffrey Chau:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries based in China and that this structure involves unique risks to investors.
If true, disclose that these contracts have not been tested in court. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure.

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 November 21, 2022 Page 2
 FirstName LastName
Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 2
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity. For example, disclose, if
true, that your subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated for accounting purposes but is not an entity in which you own
equity, and that the holding company does not conduct operations. Disclose clearly the
entity (including the domicile) in which investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under applicable agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated entities, or to investors, and
quantify the amounts where applicable.
Prospectus Summary, page 5
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 November 21, 2022 Page 3
 FirstName LastNameJeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 3
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
6.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
7.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent
company and U.S. investors.
8.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 6
9.Please expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 November 21, 2022 Page 4
 FirstName LastName
Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 4
accounting firms headquartered in mainland China or Hong Kong.
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
12.We note your risk factor "our business and future operations may be adversely affected by
epidemics and pandemics, such as the recent COVID-19 outbreak." Please revise your risk
factor disclosure so that risks you have actually encountered are not presented as purely
hypothetical.
If we do not attract customers, we will not make a profit, which ultimately will result in a
cessation of operations; and
We have yet to earn revenue and if we are unable to generate significant revenue from
operations, our business will fail, page 9
13.We note your disclosure among these two risk factors that you currently have no
customers and that you have not generated any revenue from inception to the date of this
prospectus.  Please revise to clarify, if true, that prior to your acquisition of JAAG
Uniform in May 2022, you did not have any material assets, liabilities and had not
commenced business operations, and that as a result of the reverse acquisition your
historical financial statements represent those of JAAG Uniform, and that the combined
company currently has customers and has generated revenues.

We have yet to earn revenue and if we are unable to generate significant revenue from our
operations, our business will fail, page 9
14.Your disclosure on page 16 that you generated $73,172 in revenues is inconsistent with
your disclosure here that you have not generated revenues and do not have any customers.
Please advise or revise.

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 November 21, 2022 Page 5
 FirstName LastName
Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 5
Risks Relating to Our Business
Investors in this offering will experience immediate and substantial dilution, page 11
15.Please clarify your disclosure concerning if all of the shares offered by the Company are
sold, investors in this offering will own approximately 28% of the then outstanding shares
of common stock.  Based on the 1,000,000 common shares being offered by the
Company, it would appear that 9%, rather than 28%, would be more appropriate based on
the total issued and outstanding shares after the offering of 11.2 million shares.  Please
revise or advise.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page
15
16.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
17.Please revise here and in the business section to include details regarding your plan of
operations, including the anticipated time frame for beginning and completing each
milestone, the estimated expenses associated with each milestone and the expected
sources of funding. Also describe in more detail the specific steps you intend to take.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 16
18.Refer to the introductory paragraph under this heading on page 16.  Please expand to
clarify, if true, that prior to acquiring JAAG Uniform on May 27, 2022 you had no (or
nominal) assets and liabilities and no business operations.  Also disclose that for
accounting purposes, the acquisition of JAAG Uniform has been treated as a reverse
acquisition whereby JAAG Uniform was considered the accounting acquiror and JAAG
Enterprises as the accounting acquiree.  Disclose that under this method of accounting,
JAAG Uniform acquired your net assets, with no goodwill or other intangible assets
recognized, and that the results of operations and financial condition discussion is based
on the historical results of the combined company for the period of November 4, 2021,
date of inception of JAAG Uniform, through the fiscal year ended June 30, 2022.

Description of Our Business, page 18
19.We note your disclosure regarding your relationships with suppliers in your "established
supply China network." Please disclose whether you have contracts with your suppliers
and the material terms of such contracts. Please file any material contract as an exhibit to
your registration statement.

 FirstName LastNameJeffrey Chau
 Comapany NameJAAG Enterprises Ltd.
 November 21, 2022 Page 6
 FirstName LastName
Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 6

20.Your disclosure regarding your current operations is inconsistent. In that regard, we note
disclosure on page 9 states that you do not have any customers. However, your disclosure
here states that you are providing services and products to clients. Please revise your
disclosure to differentiate between the current status of your operations and your
aspirations. Identify the products and services you currently provide and the extent to
which you have provided those products and services to date. To the extent you discuss
products and services that are aspirational, identify them as such as explain the time and
costs required to achieve these intended operations.
21.We note your disclosure that you plan to use its available warehouse space as a
showroom.  Please clarify that you currently do not have any warehouse space.
22.Please disclose your total number of employees and the number of full-time employees.
Plan of Distribution, page 27
23.Please disclose how investors would know if they are purchasing shares directly from the
company or from selling shareholders.
Report of Independent Registered Public Accounting Firm, page 35
24.We note your auditors have rendered an unqualified audit opinion on your financial
statements without providing a going concern explanatory paragraph.  Given disclosures
included elsewhere in the filing that appear to indicate otherwise, such as Note 3 to the
financial statements, please have your auditors re-evaluate the basis of their opinion or tell
us why a going concern explanatory paragraph is not considered necessary in light the
circumstances that indicate otherwise.  We als