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United States securities and exchange commission logo





                              January 25, 2023

       Edwin Chun Yin Wong
       Chief Executive Officer
       J-Long Group Ltd
       Flat F, 8/F, Houston Industrial Building
       32-40 Wang Lung Street, Tsuen Wan
       New Territories, Hong Kong

                                                        Re: J-Long Group Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
30, 2022
                                                            CIK No. 0001948436

       Dear Edwin Chun Yin Wong:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       Prospectus Cover Page, page i

   1.                                                   We note your disclosure
that you "intend to apply to list [your] Ordinary Shares on the
                                                        Nasdaq Capital Market
under the symbol    JL.    There is no assurance that such
                                                        application will be
approved, and if [your] application is not approved, this offering may
                                                        not be completed."
Please revise to disclose more clearly whether this offering is
                                                        contingent upon the
final approval of your Nasdaq Capital Market listing.
   2.                                                   We note your disclosure
that you will be a controlled company following the offering.
                                                        Please revise to
identify the "Controlling Shareholder" and disclose, if true, that the
 Edwin Chun Yin Wong
FirstName  LastNameEdwin  Chun Yin Wong
J-Long Group  Ltd
Comapany
January 25,NameJ-Long
            2023       Group Ltd
January
Page 2 25, 2023 Page 2
FirstName LastName
         Controlling Shareholder will have the ability to determine all matters
requiring approval
         by stockholders.
3.       Please amend your disclosure here and in the summary risk factors and
risk factors
         sections to state that, to the extent cash or assets in the business
is in Hong Kong or a
         Hong Kong entity, the funds or assets may not be available to fund
operations or for other
         use outside of the Hong Kong due to interventions in or the imposition
of restrictions and
         limitations on the ability of you or your subsidiaries by the PRC
government to transfer
         cash or assets. On the cover page, provide cross-references to these
other discussions.
4.       We note that you do not appear to have relied upon an opinion of
counsel with respect to
         your conclusions that you do not need any permissions and approvals to
operate your
         business and to offer securities to investors. If true, state as much
and explain why such an
         opinion was not obtained. In addition, please augment your disclosure
to discuss how
         how came to the conclusion that no permissions and approvals to
operate your business
         and to offer securities to investors are required, and the basis on
which you made that
         determination. Please also revise the Permission Required from Hong
Kong and PRC
         Authorities section on page 12 accordingly.
Recent PCAOB Developments, page 12

5.       Please revise this section to reflect the most recent legislative
developments regarding the
         HFCAA. In this regard, we note the number of consecutive years an
issuer can be
         identified as a commission-identified issuer before the Commission
must impose an initial
         trading prohibition on the issuer   s securities has been reduced from
three years to two
         years. Please revise the prospectus throughout as applicable.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations, page
60

6.       Please describe, and quantify to the extent possible, any known trends
and uncertainties
         that have had or that you reasonably expect will have a material
favorable or unfavorable
         impact on your revenue or results of operations, in light of the
impact of COVID-19 on
         your business. Please refer to CF Disclosure Guidance: Topic No. 9.
7.       We note your disclosure on page 72, "[a]s we do not own or operate any
manufacturing
         operations, for products that require conversion, we delegate the
converting process of our
         products to our manufacturing services suppliers located in the PRC,
..." With a view
         towards disclosure, please tell us whether you have experienced supply
chain disruptions.
         If applicable, please discuss here 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. If you have taken
actions to lessen the
         impact of supply chain issues, if material, quantify the impact of
such actions, describe
         such actions in greater detail, and discuss known trends or
uncertainties resulting from
         such actions.
 Edwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 3
8.       Please revise to disclose your critical accounting estimates. Refer to
Item 5.E. of Form
         20-F.
Results of Operations
Revenues, page 62

9.       You attribute the increase of total revenue to the increase in revenue
from your heat
         transfer products and woven labels and tapes products. Please revise
to provide more
         robust disclosures regarding the reasons for your revenue increase. In
doing so,
         describe the underlying reasons for these material changes in
quantitative and qualitative
         terms, including the extent to which such changes are attributable to
changes in prices or
         to changes in the volume or amount of goods or services being sold or
to the introduction
         of any new products or services.
Cost of Sales, page 62

10.      You disclose that the increase in cost of sales was in line with the
increase in sales
         while the gross profit margin increased to 23.1% from 20.6%. Please
revise to clarify
         what appears to be a contradiction and expand your discussion of cost
of sales to quantify
         and further explain the underlying factors to which changes are
attributed. See Item 5.A.
         of Form 20-F and SEC Release No. 33-8350 for guidance.
Liquidity and Capital Resources
Cash Flow
Operating Activities, page 63

11.      Please note that your analysis of operating cash flows should focus on
factors that directly
         affect cash, and not merely refer to results of operations prepared on
an accrual basis,
         noncash items that do not affect cash, and items reported in the
statement of cash flows or
         changes in line items presented in your balance sheet without
discussing how such items
         directly affect cash. Refer to Section IV.B.1 of SEC Release No.
33-8350 for guidance.
         Please revise your disclosure accordingly.
Quantitative and Qualitative Disclosures About Market Risk, page 68

12.    Your disclosures with respect to your exposure to currency risk and
interest rate risk do
FirstName LastNameEdwin Chun Yin Wong
       not comply with the guidance in Item 11.(a)(1) of Form 20-F. Please
revise to provide
Comapany    NameJ-Long
       quantitative       Groupregarding
                    disclosures Ltd      your exposure to currency risk and
interest rate risk in
Januaryone
        25,of2023
              the suggested
                  Page 3 formats outlined in Item 11.(a)(1) of Form 20-F.
FirstName LastName
 Edwin Chun Yin Wong
FirstName  LastNameEdwin  Chun Yin Wong
J-Long Group  Ltd
Comapany
January 25,NameJ-Long
            2023       Group Ltd
January
Page 4 25, 2023 Page 4
FirstName LastName
Consolidated Balance Sheets, page F-3

13.      Please revise to separately present accounts receivables from and
accounts payables to
         related parties on your balance sheets and statements of cash flows.
Refer to Rule 4-
         08(k), Rule 5-02.3(a), and Rule 5-02.19(a) of Regulation S-X.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4

14.      Based on the nature and the geographical areas of your operations and
your disclosure on
         page F-10, it appears that you would have exposure to foreign currency
translation.
         However, there is no foreign currency translation line item in your
statement of
         comprehensive income. Please explain, or revise as necessary.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-15

15.      Your disclosure on page F-25 indicates that you have customer deposit
received balances
         of $449,772 and $269,263 as of March 31, 2021 and 2022. Please revise
to include all
         required disclosures in accordance with ASC 606-10-50-8.
16.      On page 60 of MD&A, you disclose your revenues from eight types of
products for each
         of the periods presented in your statement of operations, while in
Note 2 to your financial
         statements, you break-out your revenues only by heat transfer and
non-heat transfer
         products. Please revise the notes to your financial statements to
disclose disaggregated
         revenues by the categories disclosed on page 60 of MD&A or explain why
you do not
         believe this is required. Refer to the guidance in ASC 606-10-60-5 and
ASC 280-10-50-
         40.
13. Income Tax, page F-25

17.      Please revise to include a description of tax years that remain
subject to examination by
         major tax jurisdictions in accordance with ASC 740-10-50-15(e).
14. Revenue and Segment Information, page F-27

18.      You disclose that revenue within Asia contributed over 80% of your
total revenue. Please
         revise to disclose revenues from external customers attributed to the
your country of
         domicile and attributed to all foreign countries in total in
accordance with ASC 280-10-
         50-41. To the extent that revenues from external customers attributed
to an individual
         foreign country are material, disclose those revenues separately.
General

19.      Please provide us with supplemental copies of all written
communications, as defined
         in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
 Edwin Chun Yin Wong
J-Long Group Ltd
January 25, 2023
Page 5
         behalf, have presented or expect to present to potential investors in
reliance on Section
         5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
         those communications. Please contact the staff member associated with
the review of this
         filing to discuss how to submit the materials, if any, to us for our
review
       You may contact Stephen Kim at 202-551-3291 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any
other
questions.



FirstName LastNameEdwin Chun Yin Wong                        Sincerely,
Comapany NameJ-Long Group Ltd
                                                             Division of
Corporation Finance
January 25, 2023 Page 5                                      Office of Trade &
Services
FirstName LastName
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