United States securities and exchange commission logo





                              November 21, 2022

       Jeffrey Chau
       Chief Executive Officer
       JAAG Enterprises Ltd.
       1716 13 Avenue NW
       Calgary, AB T2N 1L1
       Canada

                                                        Re: JAAG Enterprises
Ltd.
                                                            Registration
Statement on Form S-1
                                                            Filed October 25,
2022
                                                            File No. 333-267995

       Dear Jeffrey Chau:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries based
in China and that this structure involves unique risks to investors.
                                                        If true, disclose that
these contracts have not been tested in court. Provide a cross-
                                                        reference to your
detailed discussion of risks facing the company and the offering as a
                                                        result of this
structure.
 Jeffrey Chau
FirstName  LastNameJeffrey Chau
JAAG Enterprises  Ltd.
Comapany 21,
November   NameJAAG
               2022    Enterprises Ltd.
November
Page  2    21, 2022 Page 2
FirstName LastName
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of the securities you are registering for sale or
could significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. Your disclosure
         should address how recent statements and regulatory actions by China
s government, such
         as those related to the use of variable interest entities and data
security or anti-monopoly
         concerns, have or may impact the company   s ability to conduct its
business, accept
         foreign investments, or list on a U.S. or other foreign exchange.
Please disclose whether
         your auditor is subject to the determinations announced by the PCAOB
on December 16,
         2021 and whether and how the Holding Foreign Companies Accountable Act
and related
         regulations will affect your company. Your prospectus summary should
address, but not
         necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and other
         entities when providing the disclosure throughout the document so that
it is clear to
         investors which entity the disclosure is referencing and which
subsidiaries or entities are
         conducting the business operations. Refrain from using terms such as
 we    or    our    when
         describing activities or functions of a subsidiary or other entity.
For example, disclose, if
         true, that your subsidiaries and/or other entities conduct operations
in China, that the other
         entity is consolidated for accounting purposes but is not an entity in
which you own
         equity, and that the holding company does not conduct operations.
Disclose clearly the
         entity (including the domicile) in which investors are purchasing an
interest.
4.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings or settle amounts owed under
applicable agreements.
         State whether any transfers, dividends, or distributions have been
made to date between
         the holding company, its subsidiaries, and consolidated entities, or
to investors, and
         quantify the amounts where applicable.
Prospectus Summary, page 5

5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you are registering for sale. Acknowledge any risks that
any actions by the
 Jeffrey Chau
FirstName  LastNameJeffrey Chau
JAAG Enterprises  Ltd.
Comapany 21,
November   NameJAAG
               2022    Enterprises Ltd.
November
Page  3    21, 2022 Page 3
FirstName LastName
         Chinese government to exert more oversight and control over offerings
that are conducted
         overseas and/or foreign investment in China-based issuers could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
6.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. State whether you or your
subsidiaries are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve your operations, and state affirmatively whether
you have received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you or your
         subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
7.       Provide a clear description of how cash is transferred through your
organization. Quantify
         any cash flows and transfers of other assets by type that have
occurred between the
         holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
         distributions that a subsidiary has made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences. Your
disclosure should
         make clear if no transfers, dividends, or distributions have been made
to date. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors. Describe any restrictions and
limitations on your
         ability to distribute earnings from the company, including your
subsidiaries, to the parent
         company and U.S. investors.
8.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
Risk Factors, page 6

9.       Please expand your risk factors to disclose that the United States
Senate has passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of    non-inspection years    from three years to
two years, and thus,
         would reduce the time before your securities may be prohibited from
trading or delisted.
         Update your disclosure to reflect that the Commission adopted rules to
implement the
         HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
         Commission of its determination that it is unable to inspect or
investigate completely
 Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 4
         accounting firms headquartered in mainland China or Hong Kong.
10.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you are
registering. Also,
         given recent statements by the Chinese government indicating an intent
to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
         in China-based issuers, acknowledge the risk that any such action
could significantly limit
         or completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
11.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and your offering and to what extent you believe that you are
compliant with the
         regulations or policies that have been issued by the CAC to date.
12.      We note your risk factor "our business and future operations may be
adversely affected by
         epidemics and pandemics, such as the recent COVID-19 outbreak." Please
revise your risk
         factor disclosure so that risks you have actually encountered are not
presented as purely
         hypothetical.
If we do not attract customers, we will not make a profit, which ultimately
will result in a
cessation of operations; and
We have yet to earn revenue and if we are unable to generate significant
revenue from
operations, our business will fail, page 9

13.      We note your disclosure among these two risk factors that you
currently have no
         customers and that you have not generated any revenue from inception
to the date of this
         prospectus. Please revise to clarify, if true, that prior to your
acquisition of JAAG
         Uniform in May 2022, you did not have any material assets, liabilities
and had not
         commenced business operations, and that as a result of the reverse
acquisition your
         historical financial statements represent those of JAAG Uniform, and
that the combined
         company currently has customers and has generated revenues.

We have yet to earn revenue and if we are unable to generate significant
revenue from our
operations, our business will fail, page 9
FirstName LastNameJeffrey Chau
14.    Your disclosure on page 16 that you generated $73,172 in revenues is
inconsistent with
Comapany
       yourNameJAAG      Enterprises
            disclosure here that you Ltd.
                                     have not generated revenues and do not
have any customers.
       Please
November   21,advise or revise.
               2022 Page  4
FirstName LastName
 Jeffrey Chau
FirstName  LastNameJeffrey Chau
JAAG Enterprises  Ltd.
Comapany 21,
November   NameJAAG
               2022    Enterprises Ltd.
November
Page  5    21, 2022 Page 5
FirstName LastName
Risks Relating to Our Business
Investors in this offering will experience immediate and substantial dilution,
page 11

15.      Please clarify your disclosure concerning if all of the shares offered
by the Company are
         sold, investors in this offering will own approximately 28% of the
then outstanding shares
         of common stock. Based on the 1,000,000 common shares being offered by
the
         Company, it would appear that 9%, rather than 28%, would be more
appropriate based on
         the total issued and outstanding shares after the offering of 11.2
million shares. Please
         revise or advise.

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
15

16.      Please discuss whether supply chain disruptions materially affect your
outlook or business
         goals. Specify whether these challenges have materially impacted your
results of
         operations or capital resources and quantify, to the extent possible,
how your sales, profits,
         and/or liquidity have been impacted.
17.      Please revise here and in the business section to include details
regarding your plan of
         operations, including the anticipated time frame for beginning and
completing each
         milestone, the estimated expenses associated with each milestone and
the expected
         sources of funding. Also describe in more detail the specific steps
you intend to take.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 16

18.      Refer to the introductory paragraph under this heading on page 16.
Please expand to
         clarify, if true, that prior to acquiring JAAG Uniform on May 27, 2022
you had no (or
         nominal) assets and liabilities and no business operations. Also
disclose that for
         accounting purposes, the acquisition of JAAG Uniform has been treated
as a reverse
         acquisition whereby JAAG Uniform was considered the accounting
acquiror and JAAG
         Enterprises as the accounting acquiree. Disclose that under this
method of accounting,
         JAAG Uniform acquired your net assets, with no goodwill or other
intangible assets
         recognized, and that the results of operations and financial condition
discussion is based
         on the historical results of the combined company for the period of
November 4, 2021,
         date of inception of JAAG Uniform, through the fiscal year ended June
30, 2022.

Description of Our Business, page 18

19.      We note your disclosure regarding your relationships with suppliers in
your "established
         supply China network." Please disclose whether you have contracts with
your suppliers
         and the material terms of such contracts. Please file any material
contract as an exhibit to
         your registration statement.
 Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 6


20.      Your disclosure regarding your current operations is inconsistent. In
that regard, we note
         disclosure on page 9 states that you do not have any customers.
However, your disclosure
         here states that you are providing services and products to clients.
Please revise your
         disclosure to differentiate between the current status of your
operations and your
         aspirations. Identify the products and services you currently provide
and the extent to
         which you have provided those products and services to date. To the
extent you discuss
         products and services that are aspirational, identify them as such as
explain the time and
         costs required to achieve these intended operations.
21.      We note your disclosure that you plan to use its available warehouse
space as a
         showroom. Please clarify that you currently do not have any warehouse
space.
22.      Please disclose your total number of employees and the number of
full-time employees.
Plan of Distribution, page 27

23.      Please disclose how investors would know if they are purchasing shares
directly from the
         company or from selling shareholders.
Report of Independent Registered Public Accounting Firm, page 35

24.      We note your auditors have rendered an unqualified audit opinion on
your financial
         statements without providing a going concern explanatory paragraph.
Given disclosures
         included elsewhere in the filing that appear to indicate otherwise,
such as Note 3 to the
         financial statements, please have your auditors re-evaluate the basis
of their opinion or tell
         us why a going concern explanatory paragraph is not considered
necessary in light the
         circumstances that indicate otherwise. We also note specific
disclosure in the Risk
         Factors that state your auditors have expressed substantial doubt
about your ability to
         continue as a going concern. Please advise and revise your filing to
provide consistent
         disclosures throughout the document with respect to this matter.

Notes to the Consolidated Financial Statements
Note 2. Basis of Presentation, page 41
FirstName LastNameJeffrey Chau
25.    Please tell us and clearly disclose if JAAG Uniform is considered to be
a wholly-owned
Comapany    NameJAAG
       foreign enterpriseEnterprises  Ltd.
                           (WFOE). Additionally,    please affirm that you do
have any ownership
       interests
November         in variable
           21, 2022   Page 6interest entities (VIEs).
FirstName LastName
 Jeffrey Chau
FirstName  LastNameJeffrey Chau
JAAG Enterprises  Ltd.
Comapany 21,
November   NameJAAG
               2022    Enterprises Ltd.
November
Page  7    21, 2022 Page 7
FirstName LastName
Note 4.F. Summary of Significant Accounting Policies
Revenue Recognition, page 42

26.      Please expand to disclose the nature of your products and services
provided to contracts
         with customers, whether revenue is recognized either at a point in
time, such as upon
         delivery or shipment of the finished product or upon customer
acceptance, or over time as
         the services are performed or satisfied over the contract period.
Discuss whether your
         contracts contain single or multiple performance obligations and
whether they are distinct,
         and how they are satisfied in recognizing revenue and allocating the
transaction
         price. Refer to the disclosure requirements outlined in ASC 606-10-50.

Exhibits

27.      Please file your subscription agreement as an exhibit to your
registration statement.
General

28.      Please update your disclosure to identify actions planned or taken, if
any, to mitigate
         inflationary pressures.
29.      We note your risk factor on page 7 that investors may face
difficulties effecting service of
         legal process and enforcing foreign judgments or bringing actions in
China against you or
         your management. Please create a separate Enforceability of Civil
Liabilities section for
         the discussion of the enforcement risks related to civil liabilities
due to you conducting
         your business in China and your assets and officers and directors
being located in China.
         Please identify your officers and directors located in China and
disclose that it will be
         more difficult to enforce liabilities and enforce judgments on these
individuals. For
         example, revise to discuss more specifically the limitations on
investors being able to
         effect service of process and enforce civil liabilities in China, lack
of reciprocity and
         treaties, and cost and time constraints.
30.      We note that throughout your registration statement you provide
footnotes citing
         hyperlinks to third-party websites to support factual assertions,
statistical data or
         otherwise. Please be advised that where you include a hyperlink in
your filing, you
         assume responsibility for the information on the hyperlinked website
and the information
         accessible through the hyperlinked website as if it were part of your
filing. Please refer to
         Release No. 34-42728 for further guidance regarding the use of
hyperlinks in your filing.
         Please revise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Jeffrey Chau
JAAG Enterprises Ltd.
November 21, 2022
Page 8

statement.

       You may contact Jean Yu at 202-551-3305 or Beverly Singleton at
202-551-3328 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with
any other
questions.



FirstName LastNameJeffrey Chau                          Sincerely,
Comapany NameJAAG Enterprises Ltd.
                                                        Division of Corporation
Finance
November 21, 2022 Page 8                                Office of Manufacturing
FirstName LastName