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CORRESP
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jaag_corresp.htmAs Filed with The Securities and Exchange Commission on October 25, 2022

 Registration No.

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM S-1/A

 Amendment No. 2

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                JAAG ENTERPRISES LTD.

   (Exact name of registrant as specified in its charter)

                Nevada

   2389

   38-4210123

   (State or Other Jurisdiction

 of Incorporation)

   (Primary Standard Industrial

 Classification Code)

   (IRS Employer

 Identification No.)

 {Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 1716 13 Avenue NW

 Calgary, AB T2N 1L1

 Canada

 Issuers Telephone Number: (403) 616-7221

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

 Copies of all communications, including communications sent to agent for service, should be sent to:

 Richard Jones

 Jones & Haley, P.C.

 750 Hammond Drive, Building 12, Suite 100

 Atlanta, GA 30328

 Telephone: (770) 804-0500

 Email: jones@corplaw.net

 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. ☐

 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

                Large accelerated filer

   ☐

   Accelerated filer

   ☐

   Non-accelerated filer

   ☒

   Smaller reporting company

   ☒

   Emerging growth company

   ☒

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

 The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 CALCULATION OF REGISTRATION FEE

                Title of Each Class of Securities to be Registered

   Amount to be

 Registered(1)(2)

   Proposed Maximum Offering Price Per Share(3)

   Proposed Maximum Aggregate Offering Price

   Amount of

 Registration Fee

   Common Stock, par value $0.0001 per share

  3,508,000

  $  0.05

  $  175,400

  $  19.33

                (1)

   Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement also covers such additional shares as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.

   (2)

   Consisting of 2,508,000 shares of common stock to be sold by the Selling Shareholders named herein, and 1,000,000 shares of stock to be sold by the Company. Proceeds from the sale of shares by the Company will go to the Company, while proceeds from the sale of shares by the selling shareholders will go to the individual selling shareholders.

   (3)

   There is no current market for the securities and the price at which the shares are being offered has been arbitrarily determined by us and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act, provided however that the shares offered by the Company will be offered for $.05 per share (See “Plan of Distribution”).

 The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  2

 The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell-  nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

                PRELIMINARY PROSPECTUS

   SUBJECT TO COMPLETION

   DATED  April 18,  2023

 JAAG ENTERPRISES LTD.

 1,000,000 shares of common stock offered by the Company

 2,508,000 shares offered by the Selling Shareholders

 This is an initial public offering of the common stock of JAAG Enterprises, Inc. (the "Company"), a Nevada corporation, and no public market currently exists for the shares being offered. The Company is offering 1,000,000 shares of common stock (“Shares”). The offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of Shares required to be purchased by each investor. The Shares offered by the Company will be sold on our behalf by our executive officers and directors. There is no assurance that the Company will be able to sell any of the 1,000,000 Shares being offered by the Company. All of the Shares being registered for sale by the Company will be sold at a fixed price of $0.05 per Share for the duration of the Offering. No commission will be paid in connection with the sale.

 Our Selling Shareholders, as defined under the heading “Selling Shareholders”, are offering 2,508,000 shares of our common stock. The Company will not receive any of the proceeds from the sale of shares by the Selling Shareholders. The shares offered by the Selling Shareholders may be sold in one or more transactions at a fixed price of $0.05 per share until our shares are listed on a national securities exchange or quoted in the over-the-counter market, at which time they may be sold at the prevailing market price.

 Assuming all of the 1,000,000 Shares being offered by the Company are sold, the Company will receive $50,000 in proceeds. Assuming 750,000 Shares (75%) being offered by the Company are sold, the Company will receive $37,500 in proceeds. Assuming 500,000 Shares (50%) being offered by the Company are sold, the Company will receive $25,000 in proceeds. Assuming 250,000 Shares (25%) being offered by the Company are sold, the Company will receive $12,500 in proceeds. There is no minimum amount the Company is required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that the Company will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our business plan.

 The Company estimates the costs of this offering at approximately $35,000. The Company intends to use available cash reserves to pay for any offering expenses. If insufficient funds are available, the Company’s officers and directors have informally agreed to provide the funds necessary to pay the expenses relating to this offering.

 None of the Company’s shareholders or management have plans to enter into any agreement resulting in a change of control of the Company, subsequent to this offering.

 This offering will terminate upon the earliest of (i) such time as all of the 1,000,000 shares of common stock being sold by the Company has been sold; (ii) when the board of directors decide that it is in our best interest to terminate the offering or (iii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days.

 For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety.

 The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account and or the account of one of its subsidiaries; any investor who purchases shares will have no assurance that any monies, besides their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

  The Company is not a Chinese operating company, but was formed under the laws of the State of Nevada and is a holding company, with a wholly owned subsidiary named JAAG Uniform Limited. Our subsidiary is a corporation formed under the laws of Hong Kong.  The Company's business is primarily carried out in Hong Kong through its operating subsidiary.   For a detailed description of the unique risks facing the Company and the holders of our common stock associated with our operations in Hong Kong and our operations in this holding company structure, please refer to the discussion under the following heading: “Risk Factors - Risk Factors Relating to Doing Business in Hong Kong.”

 In light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong, data security, and anti-monopoly concerns, the Company may be subject to the risks of uncertainty of any future actions of the PRC government.  These actions could result in a material change in our operations, including our ability to carry on our current business or accept foreign investments, and the actions could have an adverse change in value to our common stock. The Company may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if the Company fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on OTC Markets, which may cause the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong, please refer to “Risk Factors - Risk Factors Relating to Doing Business in Hong Kong.”

  Our auditor is located in Hong Kong and China, jurisdictions where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities.  Therefore, our auditor is subject to the statements announced by the PCAOB on December 16, 2021.   The PCAOB currently does not have free access to inspect the work of our auditor.  The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China.  As a result, the investors may be deprived of the benefits of such PCAOB inspection. The audits could be disallowed and the Company’s stock could be delisted if it is unable to meet the PCAOB inspection request established by the Holding Foreign Companies Accountable Act (“HFCAA”).

   The Company’s subsidiary, JAAG Uniform has transferred no funds to the Company, as the parent in the corporate structure and the parent has transferred no funds to the subsidiary.  The Subsidiary is the operating company, and it retains its funds to pay its own expenses.  Management does not anticipate the payment or distribution of dividends, but in the event such dividends were paid, the Subsidiary would transfer the funds to the parent, which would then make the distribution to the shareholders.  No distribution will be made by the subsidiary directly to the shareholders."

 THE SECURITIES BEING OFFERED UNDER THIS PROSPECTUS ARE THOSE OF JAAG ENTERPRISES LTD., A NEVADA CORPORATION.

 THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 8 OF THIS PROSPECTUS BEFORE DECIDING TO PURCHASE OUR STOCK.

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEFORE BUYING ANY SHARES OF OUR COMMON STOCK.

 The date of this prospectus is April 18 , 2023

  3

 TABLE OF CONTENTS

                PART I. PROSPECTUS

   PAGE

   PROSPECTUS SUMMARY

   5

   SUMMARY OF THE OFFERING

   9

   RISK FACTORS

   10

   FORWARD-LOOKING STATEMENTS

   24

   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   25

   MARKET OVERVIEW

   30

   DESCRIPTION OF OUR BUSINESS

   30

   USE OF PROCEEDS

   34

   DETERMINATION OF OFFERING PRICE

   36

   DILUTION

   36

   SELLING SHAREHOLDERS

   37

   PLAN OF DISTRIBUTION

   39

   DESCRIPTION OF SECURITIES

   40

   INTERESTS OF NAMED EXPERTS AND COUNSEL

   REPORTS TO SECURITIES HOLDERS

   42

   ORGANIZATION WITHIN THE LAST FIVE YEARS

   42

   DESCRIPTION OF FACILITIES

   42

   LEGAL PROCEEDINGS

   42

   PATENTS AND TRADEMARKS

   42

   MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

   42

   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

   43

   EXECUTIVE COMPENSATION

   45

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   46

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

   46

   PRINCIPAL ACCOUNTING FEES AND SERVICES

   46

   MATERIAL CHANGES

   FINANCIAL STATEMENTS

     47

   PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

   58

   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

   58

   INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

   58

   RECENT SALES OF UNREGISTERED SECURITIES

   58

   EXHIBITS TO THE REGISTRATION STATEMENT

   59

   UNDERTAKINGS

   59

   SIGNATURES

   72

 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. The Company has not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. The Company takes no responsibility for and can provide no assurance as to the reliabilit