UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

 

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from _______ to _______

 

Commission file number 333-267995

 

JAAG ENTERPRISES LTD.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

1716 13 Avenue NW

Calgary, AB, Canada T2N 1L1

 (Address of principal executive offices, including zip code.)

 

 (403) –616-7221

(Telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒     NO ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     NO ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES      NO ☒

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 11,208,000 shares as of October 1, 2024.

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

4

 

 

 

 

 

 

 

Interim Consolidated Balance Sheet as of September 30, 2024 (unaudited) and June 30, 2024 (audited)

 

4

 

 

Interim Consolidated Statement of Operations (unaudited) for the Three Months Ended September 30, 2024 and 2023

 

5

 

 

Interim Consolidated Statement of Changes in Stockholders’ Equity (unaudited) for the Three Months ended September 30, 2024 and 2023

 

6

 

 

Interim Consolidated Statement of Cash Flows (unaudited) for the Three Months Ended September 30, 2024 and 2023

 

7

 

 

Notes to the Unaudited Consolidated Financial Statements

 

8

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

13

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

16

 

 

 

 

 

 

Item 1A.

Risk Factors

 

16

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

16

 

 

 

 

 

 

Item 3.

Defaults upon Senior Securities

 

16

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

16

 

 

 

 

 

 

Item 5.

Other Information

 

16

 

 

 

 

 

 

Item 6.

Exhibits

 

16

 

 

 

 

 

 

SIGNATURES

 

17

 

 

 
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Cautionary Note Concerning Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the marketing of our services; future economic conditions; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

 

 
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PART I. FINANCIAL INFORMATION

 

JAAG ENTERPRISES LTD.

Consolidated Balance Sheet

(Unaudited)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

September 30,

 

 

June 30,

 

 

 

2024

 

 

2024

 

 

 

($)

 

 

($)

 

Current Assets

 

 

 

 

 

 

Cash & Cash Equivalents

 

 

11,127

 

 

 

4,836

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

11,127

 

 

 

4,836

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

9,655

 

 

 

12,896

 

Due to related party

 

 

33,711

 

 

 

14,929

 

Total Liabilities

 

 

43,366

 

 

 

27,825

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Common stock, ($0.0001 par value, 100,000,000 shares authorized 11,208,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024

 

 

1,121

 

 

 

1,121

 

Additional Paid in Capital

 

 

104,343

 

 

 

104,343

 

Accumulated Deficit

 

 

(137,703)

 

 

(128,453)

Total Stockholders' Equity

 

 

(32,239)

 

 

(22,989)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

 

 

11,127

 

 

 

4,836

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

 
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JAAG ENTERPRISES LTD.

Consolidated Statement of Operations

(Unaudited)

 

 

Three months ended

September 30,

 

 

Three months ended

September 30,

 

 

 

2024

 

 

2023

 

 

 

($)

 

 

($)

 

Revenue

 

 

9,979

 

 

 

3,185

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

5,757

 

 

 

1,613

 

Gross Profit

 

 

4,222

 

 

 

1,572

 

 

 

 

 

 

 

 

 

 

Selling, General & Administrative Expenses

 

 

13,295

 

 

 

15,011

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(9,073)

 

 

(13,439)

 

 

 

 

 

 

 

 

 

Other items

 

 

 

 

 

 

 

 

Interest income

 

 

4

 

 

 

3

 

Exchange gain/loss

 

 

(181)

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(9,250)

 

 

(13,436)

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

 

(0.00)

 

 

(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

11,208,000

 

 

 

10,208,000

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

 
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JAAG ENTERPRISES LTD.

Consolidated Statement of Changes in Stockholders' Equity

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

Balance, June 30, 2024

 

 

11,208,000

 

 

 

1,121

 

 

 

104,343

 

 

 

(128,453)

 

 

(22,989)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,250)

 

 

(9,250)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2024

 

 

11,208,000

 

 

 

1,121

 

 

 

104,343

 

 

 

(137,703)

 

 

(32,239)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

Balance, June 30, 2023

 

 

10,208,000

 

 

 

1,021

 

 

 

54,443

 

 

 

(65,994)

 

 

(10,530)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net profit (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,436)

 

 

(13,436)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

10,208,000

 

 

 

1,021

 

 

 

54,443

 

 

 

(79,430)

 

 

(23,966)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 
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JAAG ENTERPRISES LTD.

 

Consolidated Statements of Cash Flows

 

(Unaudited)

 

 

 

Three months ended

September 30,

 

 

Three months ended

September 30,

 

 

 

2024

 

 

2023

 

 

 

($)

 

 

($)

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

Net loss

 

 

(9,250)

 

 

(13,436)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Changes in accounts payable and accrued expenses

 

 

(3,241)

 

 

4,758

 

Net cash used in operating activities

 

 

(12,491)

 

 

(8,678)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advance from related party

 

 

18,782

 

 

 

11,750

 

Net cash provided by financing activities

 

 

18,782

 

 

 

11,750

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

6,291

 

 

 

3,072

 

Cash at beginning of year (period)

 

 

4,836

 

 

 

2,138

 

Cash at end of year (period)

 

 

11,127

 

 

 

5,210

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash paid during period for:

 

 

 

 

 

 

 

 

Interest

 

 

-

 

 

 

-

 

Income Taxes

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements

 

 

 

 

 

 

 

 

 

 
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JAAG ENTERPRISES LTD.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 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 100% interest of JAAG Uniform Limited of Hong Kong (“JAAG Uniform”) on May 27, 2022, as its wholly owned subsidiary. JAAG Uniform, incorporated on November 4, 2021, in Hong Kong, is a start-up uniform supplier, specializing in the design, supply, and distribution of a wide range of uniform garments and accessories. It works with clothing manufacturers in Hong Kong and China on the fabrication of its products.

 

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

 

NOTE 2. BASIS OF PRESENTATION

 

The Company’s interim 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 interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s June 30, 2024 annual consolidated financial statements.

 

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.

 

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended September 30, 2024 are not necessarily indicative of the results that can be expected for the year ended June 30, 2025.

 

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 September 30, 2024 the Company had $11,127 in cash and there were outstanding liabilities of $43,366. Management does not believe that the Company’s current cash position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.

 

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

 

 
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NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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

 

b. Fair Value of Financial Instruments

 

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

 

f. Revenue Recognition

 

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

 

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

 

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

 

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

 

g. Cost of Sales

 

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

 

h. Fixed Assets

 

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

 

Property – 40 years

Office Equipment – 5 years

 

i. Foreign Currency Translation and Balances

 

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

 

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

 

j. Foreign operations

 

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

 

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

 

k. Segment Reporting

 

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

 

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

 

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

 

l. Recently Issued Accounting Guidance

 

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

 

 
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NOTE 5. RELATED PARTY TRANSACTIONS

 

During the three months ended September 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $1,923 or HK$15,000 (2023 - $1,923 or HK$15,000), pertaining to the services agreement entered on November 1, 2021, with the company’s President, Jeffrey Anthony Chau, whereby the company agreed to pay a management fee of HK$5,000 monthly to Mr. Chau.

 

During the three months ended September 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $1,923 or HK$15,000 (2023 - $1,923 or HK$15,000), pertaining to the consulting services agreement entered on November 1, 2021, with Bonaventure Trading House Ltd., whereby the company agreed to pay a fee of HK$5,000 monthly to Bonaventure Trading House Ltd. for performing various administrative functions for the company. The company’s President, Jeffrey Anthony Chau, is a director of Bonaventure Trading House Ltd.

 

During the quarter ended September 30, 2024, the Company received $18,782 in cash advances from stockholders. These advances are non-interest bearing and do not have a maturity date. The proceeds were used for day-to-day operations. As of September 30, 2024, the balance of $33,711 from cash advances is classified as due to related parties.

 

NOTE 6. SHARE CAPITAL

 

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

 

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

 

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

 

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

 

As of September 30, 2024, the Company had 11,208,000 shares of common stock issued and outstanding.

 

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 21% and 16.5%, respectively. The Company incurred losses and JAAG Uniform incurred profit during the three months ended September 30, 2024.

 

 
11

Table of Contents

 

There was no income tax expense for the three months ended September 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 September 30, 2024 and 2023 are as follows:

 

Period ended September 30, 2024

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(1,943)

 

 

21.0

 

Effect of foreign operations

 

 

(3)

 

 

0.3

 

Valuation allowance for deferred tax assets

 

 

1,946

 

 

 

(21.3)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

 

Period ended September 30, 2023

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(2,822)

 

 

21.0

 

Effect of foreign operations

 

 

105

 

 

 

(0.8)

Valuation allowance for deferred tax assets

 

 

2,717

 

 

 

(20.2)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

 

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

 

Uniform Products

 

Three months ended

September 30,

 

 

Three months ended

September 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Segment revenue

 

$9,979

 

 

 

3,185

 

Segment loss

 

$(9,250)

 

 

(13,436)

 

NOTE 10. COMMITMENTS AND CONTINGENCIES

 

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

 

NOTE 11. CONCENTRATIONS

 

During the quarter ended September 30, 2024, the Company sold its product to one customer. There were no uncollected balances from these customers.

 

During the quarter ended September 30, 2024, the Company purchased all its supplies from one major supplier and the amounts due to this company represent approximately 60% of the total accounts payable.

 

NOTE 12. LEGAL MATTERS

 

The Company has no known legal issues pending.

 

NOTE 13. SUBSEQUENT EVENT

 

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2024, through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
12

Table of Contents

 

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

 

General Overview

 

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

 

Results of Operations

 

Three months ended September 30, 2024, compared to the three months ended September 30, 2023:

 

Revenues and Sale Expenses:

 

We generated $9,979 in revenues, $4,222 in gross profit and incurred $5,757 in cost of sales for the three months ended September 30, 2024 compared to $3,185 in revenues, $1,572 in gross profit and $1,613 in cost of sales for the three months ended September 30, 2023.

 

Other Operating and General and Administrative Expenses:

 

During the three months ended September 30, 2024, we incurred $13,295 in selling, general and administration expenses compared to $15,011 in selling, general and administration expenses for the three months ended September 30, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional services fees.

 

Net Loss:

 

Net loss was $9,250 for the three months ended September 30, 2024 compared to a net loss of $13,436 for the three months ended September 30, 2023.

 

Cash Used in Operating Activities

 

Net cash used in operating activities for the three months ended September 30, 2024 was $12,491 compared to net cash used in operating activities of $8,678 for the three months ended September 30, 2023.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities for the three months ended September 30, 2024, was $18,782 consisting of advance from related party compared to net cash provided by financing activities of $11,750 consisting of advance from related party for the three months ended September 30, 2023.

 

Total Assets:

 

The Company’s total assets were $11,127 as of September 30, 2024 and $4,836 as of June 30, 2024.

 

Total Liabilities:

 

The Company’s total liabilities were $43,366 as of September 30, 2024 compared to total liabilities of $27,825 as of June 30, 2024.

 

Stockholders’ Deficit:

 

The Company’s shareholders’ deficit was $32,239 as of September 30, 2024 compared to a shareholder’s deficit of $22,989 as of June 30, 2024.

 

 
13

Table of Contents

 

Liquidity and Capital Resources

 

As of September 30, 2024, we had $11,127 in current assets and total current liabilities of $43,366.

 

We had a working capital deficiency of $32,239 as of September 30, 2024 compared to a working capital deficiency of $22,989 as of June 30, 2024.

 

Capital Resources

 

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

 

Future Financings

 

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

 

Off-Balance Sheet Arrangements

 

As of September 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 September 30, 2024, we did not have any contractual obligations and commitments.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024.

 

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

 

 
14

Table of Contents

 

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

 

 

1)

We have an inadequate number of personnel.

 

2)

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

 

3)

We have insufficient written policies and procedure over our disclosures.

 

Evaluation of Internal Control over Financial Reporting

 

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

 

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

 

Management has conducted, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of September 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 September 30, 2024, our company’s internal control over financial reporting was not effective based on present company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

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

 

 
15

Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A: RISK FACTORS

 

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

 

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

 

None

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4: MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

The following exhibits are included with this quarterly filing:

 

Exhibit No.

 

Description

31.1

 

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

32.1

 

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

101

 

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

 

 
16

Table of Contents

 

SIGNATURES

 

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

 

 

 

JAAG Enterprises Ltd.

Registrant

    

Date: November 8, 2024

By:

/s/ Jeffrey Chau

 

 

Jeffrey Chau

 
  

Chief Executive Officer and Chief Financial Officer

 
  

Principal Executive Officer,

Principal Financial Officer and Principal Accounting Officer

 

 

 
17

  

nullnullv3.24.3
Cover - shares
3 Months Ended
Sep. 30, 2024
Oct. 01, 2024
Cover [Abstract]    
Entity Registrant Name JAAG ENTERPRISES LTD.  
Entity Central Index Key 0001951051  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company true  
Entity Current Reporting Status Yes  
Document Period End Date Sep. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   11,208,000
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 333-267995  
Entity Incorporation State Country Code NV  
Entity Address Address Line 1 1716 13 Avenue NW  
Entity Address City Or Town Calgary  
Entity Address State Or Province AB  
Entity Address Country CA  
Entity Address Postal Zip Code T2N 1L1  
City Area Code 403  
Local Phone Number 616-7221  
Entity Interactive Data Current Yes  
v3.24.3
Consolidated Balance Sheet - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Current Assets    
Cash & Cash Equivalents $ 11,127 $ 4,836
TOTAL ASSETS 11,127 4,836
Current Liabilities    
Accounts payable and accrued expenses 9,655 12,896
Due to related party 33,711 14,929
Total Liabilities 43,366 27,825
Stockholders' Equity    
Common stock, ($0.0001 par value, 100,000,000 shares authorized 11,208,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024 1,121 1,121
Additional Paid in Capital 104,343 104,343
Accumulated Deficit (137,703) (128,453)
Total Stockholders' Equity (32,239) (22,989)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 11,127 $ 4,836
v3.24.3
Consolidated Balance Sheet (Parenthetical) - $ / shares
Sep. 30, 2024
Jun. 30, 2024
Consolidated Balance Sheet    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 11,208,000 11,208,000
Common stock, shares outstanding 11,208,000 11,208,000
v3.24.3
Consolidated Statement of Operations (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Consolidated Statement of Operations (Unaudited)    
Revenue $ 9,979 $ 3,185
Cost of Revenue 5,757 1,613
Gross Profit 4,222 1,572
Selling, General & Administrative Expenses 13,295 15,011
Loss from operations (9,073) (13,439)
Other items    
Interest income 4 3
Exchange gain/loss (181) 0
Net Loss $ (9,250) $ (13,436)
Basic and diluted earnings per share $ (0.00) $ (0.00)
Weighted average number of common shares outstanding 11,208,000 10,208,000
v3.24.3
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Jun. 30, 2023   10,208,000    
Balance, amount at Jun. 30, 2023 $ (10,530) $ 1,021 $ 54,443 $ (65,994)
Net profit (loss) (13,436) $ 0 0 (13,436)
Balance, shares at Sep. 30, 2023   10,208,000    
Balance, amount at Sep. 30, 2023 (23,966) $ 1,021 54,443 (79,430)
Balance, shares at Jun. 30, 2024   11,208,000    
Balance, amount at Jun. 30, 2024 (22,989) $ 1,121 104,343 (128,453)
Net profit (loss) (9,250) $ 0 0 (9,250)
Balance, shares at Sep. 30, 2024   11,208,000    
Balance, amount at Sep. 30, 2024 $ (32,239) $ 1,121 $ 104,343 $ (137,703)
v3.24.3
Consolidated Statement of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (9,250) $ (13,436)
Changes in operating assets and liabilities    
Changes in accounts payable and accrued expenses (3,241) 4,758
Net cash used in operating activities (12,491) (8,678)
CASH FLOWS FROM INVESTING ACTIVITIES    
Net cash used in investing activities 0 0
CASH FLOWS FROM FINANCING ACTIVITIES    
Advance from related party 18,782 11,750
Net cash provided by financing activities 18,782 11,750
Net increase in cash 6,291 3,072
Cash at beginning of year (period) 4,836 2,138
Cash at end of year (period) 11,127 5,210
Cash paid during period for:    
Interest 0 $ 0
Income Taxes $ 0  
v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS
3 Months Ended
Sep. 30, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

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

v3.24.3
BASIS OF PRESENTATION
3 Months Ended
Sep. 30, 2024
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

NOTE 2. BASIS OF PRESENTATION

 

The Company’s interim 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 interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s June 30, 2024 annual consolidated financial statements.

 

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.

 

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended September 30, 2024 are not necessarily indicative of the results that can be expected for the year ended June 30, 2025.

 

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.

v3.24.3
GOING CONCERN
3 Months Ended
Sep. 30, 2024
GOING CONCERN  
GOING CONCERN

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 September 30, 2024 the Company had $11,127 in cash and there were outstanding liabilities of $43,366. Management does not believe that the Company’s current cash position is sufficient to cover the expenses they will incur during the next twelve months. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.

 

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

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 September 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.

 

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 – 40 years

Office Equipment – 5 years

 

i. Foreign Currency Translation and Balances

 

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

 

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

 

j. Foreign operations

 

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

 

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

 

k. Segment Reporting

 

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

 

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

 

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

 

l. Recently Issued Accounting Guidance

 

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

v3.24.3
RELATED PARTY TRANSACTIONS
3 Months Ended
Sep. 30, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

 

During the three months ended September 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $1,923 or HK$15,000 (2023 - $1,923 or HK$15,000), pertaining to the services agreement entered on November 1, 2021, with the company’s President, Jeffrey Anthony Chau, whereby the company agreed to pay a management fee of HK$5,000 monthly to Mr. Chau.

 

During the three months ended September 30, 2024, the Company’s subsidiary, JAAG Uniform Limited incurred management fee of $1,923 or HK$15,000 (2023 - $1,923 or HK$15,000), pertaining to the consulting services agreement entered on November 1, 2021, with Bonaventure Trading House Ltd., whereby the company agreed to pay a fee of HK$5,000 monthly to Bonaventure Trading House Ltd. for performing various administrative functions for the company. The company’s President, Jeffrey Anthony Chau, is a director of Bonaventure Trading House Ltd.

 

During the quarter ended September 30, 2024, the Company received $18,782 in cash advances from stockholders. These advances are non-interest bearing and do not have a maturity date. The proceeds were used for day-to-day operations. As of September 30, 2024, the balance of $33,711 from cash advances is classified as due to related parties.

v3.24.3
SHARE CAPITAL
3 Months Ended
Sep. 30, 2024
SHARE CAPITAL  
SHARE CAPITAL

NOTE 6. SHARE CAPITAL

 

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

 

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

 

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

 

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

 

As of September 30, 2024, the Company had 11,208,000 shares of common stock issued and outstanding.

v3.24.3
WARRANTS AND OPTIONS
3 Months Ended
Sep. 30, 2024
WARRANTS AND OPTIONS  
WARRANTS AND OPTIONS

NOTE 7. WARRANTS AND OPTIONS

 

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

v3.24.3
INCOME TAXES
3 Months Ended
Sep. 30, 2024
INCOME TAXES  
INCOME TAXES

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 21% and 16.5%, respectively. The Company incurred losses and JAAG Uniform incurred profit during the three months ended September 30, 2024.

There was no income tax expense for the three months ended September 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 September 30, 2024 and 2023 are as follows:

 

Period ended September 30, 2024

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(1,943)

 

 

21.0

 

Effect of foreign operations

 

 

(3)

 

 

0.3

 

Valuation allowance for deferred tax assets

 

 

1,946

 

 

 

(21.3)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

 

Period ended September 30, 2023

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(2,822)

 

 

21.0

 

Effect of foreign operations

 

 

105

 

 

 

(0.8)

Valuation allowance for deferred tax assets

 

 

2,717

 

 

 

(20.2)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

v3.24.3
SEGMENT INFORMATION
3 Months Ended
Sep. 30, 2024
SEGMENT INFORMATION  
SEGMENT INFORMATION

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

 

Uniform Products

 

Three months ended

September 30,

 

 

Three months ended

September 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Segment revenue

 

$9,979

 

 

 

3,185

 

Segment loss

 

$(9,250)

 

 

(13,436)
v3.24.3
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Sep. 30, 2024
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 10. COMMITMENTS AND CONTINGENCIES

 

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

v3.24.3
CONCENTRATIONS
3 Months Ended
Sep. 30, 2024
CONCENTRATIONS  
CONCENTRATION

NOTE 11. CONCENTRATIONS

 

During the quarter ended September 30, 2024, the Company sold its product to one customer. There were no uncollected balances from these customers.

 

During the quarter ended September 30, 2024, the Company purchased all its supplies from one major supplier and the amounts due to this company represent approximately 60% of the total accounts payable.

v3.24.3
LEGAL MATTERS
3 Months Ended
Sep. 30, 2024
LEGAL MATTERS  
LEGAL MATTERS

NOTE 12. LEGAL MATTERS

 

The Company has no known legal issues pending.

v3.24.3
SUBSEQUENT EVENTS
3 Months Ended
Sep. 30, 2024
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENT

 

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2024, through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
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.

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 September 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.

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.

Cash and Equivalents

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

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.

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.

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.

Fixed Assets

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

 

Property – 40 years

Office Equipment – 5 years

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.

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.

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.

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.

v3.24.3
INCOME TAXES (Tables)
3 Months Ended
Sep. 30, 2024
INCOME TAXES  
Schedule of net deferred tax assets

Period ended September 30, 2024

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(1,943)

 

 

21.0

 

Effect of foreign operations

 

 

(3)

 

 

0.3

 

Valuation allowance for deferred tax assets

 

 

1,946

 

 

 

(21.3)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

Period ended September 30, 2023

 

Amount

 

 

Rate

 

 

 

($)

 

 

(%)

 

US federal statutory rate on US operations

 

 

(2,822)

 

 

21.0

 

Effect of foreign operations

 

 

105

 

 

 

(0.8)

Valuation allowance for deferred tax assets

 

 

2,717

 

 

 

(20.2)

 

 

 

 

 

 

 

 

 

Total tax expenses at effective tax rate

 

 

-

 

 

 

-

 

v3.24.3
SEGMENT INFORMATION (Tables)
3 Months Ended
Sep. 30, 2024
SEGMENT INFORMATION  
Schedule of uniform products segment

Uniform Products

 

Three months ended

September 30,

 

 

Three months ended

September 30,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Segment revenue

 

$9,979

 

 

 

3,185

 

Segment loss

 

$(9,250)

 

 

(13,436)
v3.24.3
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)
1 Months Ended 3 Months Ended
May 27, 2022
Sep. 30, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS    
Acquiring interest rate 100.00% 100.00%
v3.24.3
BASIS OF PRESENTATION (Details Narrative)
1 Months Ended 3 Months Ended
May 27, 2022
Sep. 30, 2024
BASIS OF PRESENTATION    
Acquiring interest rate 100.00% 100.00%
v3.24.3
GOING CONCERN (Details Narrative) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
GOING CONCERN        
Cash & Cash Equivalents $ 11,127 $ 4,836 $ 5,210 $ 2,138
Total Liabilities $ 43,366 $ 27,825    
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative)
3 Months Ended
Sep. 30, 2024
Property [Member]  
Estimated useful life 40 years
Office Equipment [Member]  
Estimated useful life 5 years
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash advances $ 18,782  
Advances due to related parties 33,711  
JAAG Uniform Limited [Member]    
Management fees payment 5,000  
Management fee expense 1,923 $ 1,923
Property [Member]    
Management fees payment 5,000  
Management fee expense $ 1,923 $ 1,923
v3.24.3
SHARE CAPITAL (Details Narrative) - USD ($)
1 Months Ended
Nov. 29, 2023
Jun. 26, 2022
May 27, 2022
Jan. 25, 2022
Sep. 30, 2024
Jun. 30, 2024
SHARE CAPITAL            
Common stocks issued 1,000,000 2,508,000 7,500,000 200,000    
Share Capital       $ 78    
Proceeds from Issuance of Private Placement $ 50,000 $ 58,640        
Business Acquisition, Percentage of Voting Interests Acquired     100.00%      
Common stock, shares issued         11,208,000  
Common stock, shares outstanding         11,208,000 11,208,000
v3.24.3
INCOME TAXES (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
INCOME TAXES    
US federal statutory rate on US operations $ (1,943) $ (2,822)
Effect of foreign operations (3) 105
Valuation allowance for deferred tax assets 1,946 2,717
Total tax expenses at effective tax rate $ 0 $ 0
US federal statutory income tax rate on US operations 21.00% 21.00%
Effect of foreign operations income tax rate 0.30% (0.80%)
Valuation allowance for deferred tax assets income tax rate (21.30%) (20.20%)
Total tax expenses at effective income tax rate 0.00% 0.00%
v3.24.3
INCOME TAXES (Details Narrative)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
INCOME TAXES    
Federal statutory income tax 21.00% 16.50%
v3.24.3
SEGMENT INFORMATION (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Revenue $ 9,979 $ 3,185
Profit (9,250) (13,436)
Segments Revenue [Member]    
Revenue 9,979 3,185
Segment profit [Member]    
Profit $ (9,250) $ (13,436)
v3.24.3
CONCENTRATIONS (Details Narrative)
3 Months Ended
Sep. 30, 2024
Major Customer [Member]  
Comcentration risk percentage 60.00%

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