PART I
Forward Looking Statements.
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
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
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.
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
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.
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.
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.
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.
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.
Item 8. Financial Statements and Supplementary Data
JAAG ENTERPRISES LTD.
For the years ended June 30, 2024 and 2023
(Stated in US Dollars)
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023
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
The accompanying notes are an integral part of these financial statements