Sparx Holdings Group, Inc. 10-Q

ITEM 1 FINANCIAL STATEMENTS Prime Time Holdings, Inc. Balance Sheet December 31, 2021 (Unaudited) June 30, 2021 TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accrued Expenses $ 350 $ 3,750 TOTAL LIABILITIES $ 350 $ 3,750 Stockholders’ Equity (Deficit) Preferred stock ($ .0001 par value, 5,000,000 shares authorized; 0 issued and outstanding as of December 31, 2021 and June 30, 2021) - - Common stock ($ .0001 par value, 200,000,000 shares authorized, 178,750,031 and 0 issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) 17,875 - Additional paid-in capital ( 10,883 ) 960 Accumulated deficit ( 7,342 ) ( 4,710 ) Total Stockholders’ Equity (Deficit) ( 350 ) ( 3,750 ) TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $ - $ - The accompanying notes are an integral part of these unaudited financial statements. -F1- Table of Contents Prime Time Holdings, INC. STATEMENT OF OPERATIONS (UNAUDITED ) Three Months Ended December 31, 2021 Six Months Ended December 31, 2021 Operating expenses General and administrative expenses $ 1,850 $ 2,632 Total operating expenses 1,850 2,632 $ Net loss $ ( 1,850 ) ( 2,632 ) $ Basic and Diluted net loss per common share $ ( 0.00 ) ( 0.00 ) Weighted average number of common shares outstanding - Basic and Diluted 178,750,031 178,750,031 The accompanying notes are an integral part of these unaudited financial statements. -F2- Table of Contents Prime Time Holdings, INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) For the Period June 30, 2021 (Inception) to December 31, 2021 (UNAUDITED) Common Shares Par Value Common Shares Additional Paid-in Capital Accumulated Deficit Total Balances, June 30, 2021 - $ - $ - $ - $ - Expenses paid on behalf of the Company and contributed to capital - - 960 - - Net loss - - - ( 4,710 ) ( 4,710 ) Balances, June 30, 2021 - $ - $ 960 $ ( 4,710 ) $ ( 4,710 ) Common shares issued in reorganization 178,750,031 17,875 ( 17,875 ) - - Expenses paid on behalf of the Company and contributed to capital - - 4,032 - 4,032 Net loss - - ( 782 ) ( 782 ) Balances, September 30, 2021 178,750,031 $ 17,875 $ ( 12,883 ) $ ( 5,492 ) $ ( 500 ) Expenses paid on behalf of the Company and contributed to capital - - 2,000 - 2,000 Net loss - - - ( 1,850 ) ( 1,850 ) Balances, December 31, 2021 178,750,031 $ 17,875 $ ( 10,883 ) $ ( 7,342 ) $ ( 350 ) The accompanying notes are an integral part of these unaudited financial statements. -F3- Table of Contents Prime Time Holdings, INC. STATEMENT OF CASH FLOWS (UNAUDITED) Six Months Ended December 31, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 2,632 ) Adjustment to reconcile net loss to net cash used in operating activities: Expenses contributed to capital 6,032 Changes in current assets and liabilities: Accrued expenses ( 3,400 ) Net cash used in operating activities - Net change in cash $ - Beginning cash balance - Ending cash balance $ - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ - Income taxes paid $ - The accompanying notes are an integral part of these unaudited financial statements. -F4- Table of Contents Prime Time Holdings, INC. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS Note 1 - Organization and Description of Business Prime Time Holdings, Inc. (we, us, our, or the "Company") was incorporated on June 30, 2021 in the State of Nevada. On June 30, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer, Chief Financial Officer, and Director of Prime Time Holdings, Inc. On September 14, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were China Shouguan Investment Holding Group Corp. (“CHSO” or “Predecessor”), Prime Time Holdings, Inc. (“Successor”), and Prime Time Merger Sub, Inc. (“Merger Sub”). Our director is, and was, the sole director/officer of each constituent corporation in the Reorganization. Prime Time Holdings, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Prime Time Holdings, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Prime Time Holdings, Inc. became a wholly owned direct subsidiary of China Shouguan Investment Holding Group Corp and Merger Sub became a wholly owned and direct subsidiary of Prime Time Holdings, Inc. Pursuant to the above, on September 15, 2021, Prime Time Holdings, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on September 17, 2021 at 9:00 AM PST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Prime Time Holdings, Inc.’s (“Successors”) common stock. At the Effective Time, Prime Time Holdings, Inc., as successor issuer to China Shouguan Investment Holding Group Corp. continued to trade in the OTC MarketPlace under the previous ticker symbol “CHSO” until the new ticker symbol “PRTM” for the Company was released into the OTC MarketPlace on September 21, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 74167E103. Our Common Stock is quoted on the OTC Markets Group Inc.’s Pink® Open Market under the symbol “PRTM”. On September 17, 2021, after the completion of the Holding Company Reorganization, we cancelled all of the stock held in China Shouguan Investment Holding Group Corp. resulting in China Shouguan Investment Holding Group Corp. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with China Shouguan Investment Holding Group Corp. after the Reorganization. Jeffrey DeNunzio, the Director of China Shouguan Investment Holding Group Corp. did not discover any assets of China Shouguan Investment Holding Group Corp. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of China Shouguan Investment Holding Group Corp. as a stand-alone company. The Company is a blank check company and intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company had not yet commenced any such operations. Currently, NVC Holdings, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio and Thomas DeNunzio is our controlling shareholder, owning 150,000,000 common shares. The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible business combination with an active operating company. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. As of December 31, 2021, the Company had not yet commenced any operations. The Company has elected June 30 th as its year end. -F5- Table of Contents Note 2 - Summary of Significant Accounting Policies Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. Use of Estimates 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at December 31, 2021 and June 30, 2021 were $ 0 for both periods. Income Taxes The Company accounts for income taxes under ASC 740, “ Income Taxes .” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at December 31, 2021 and June 30, 2021. Basic Earnings (Loss) Per Share The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share . Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. The Company does not have any potentially dilutive instruments as of December 31, 2021 and, thus, anti-dilution issues are not applicable. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: - Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. - Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. - Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. -F6- Table of Contents Share-Based Compensation ASC 718, “ Compensation – Stock Compensation ”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. The Company had no stock-based compensation plans as of December 31, 2021. The Company’s stock-based compensation for the periods ended December 31, 2021 and June 30, 2021 was $ 0 for both periods. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. Note 3 - Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern. Note 4 - Income Taxes The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31, 2021, the Company has incurred a net loss of approximately $7,342 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $ 1,153 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on June 30, 2021, and our fiscal year end of June 30, 2021, we have completed only one taxable fiscal year. Note 5 - Commitments and Contingencies The Company follows ASC 450-20, Los s Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2021. Note 6 - Shareholder Equity Preferred Stock The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.0001. There were no shares issued and outstanding as of December 31, 2021 and June 30, 2021. Common Stock The authorized common stock of the Company consists of 200,000,000 shares with a par value of $0.0001. There were 178,750,031 and 0 shares of common stock issued and outstanding as of December 31, 2021 and June 30, 2021, respectively. Effective September 17, 2021, the Company reorganized and merged with China Shougan Investment Holding Group Corp (“CHSO”) whereas the outstanding common shares of CHSO became the outstanding shares of the Company (see Note 1). Additional Paid-In Capital The Company’s sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,032 during the period ended December 31, 2021. The Company’s sole officer and director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $960 during the period ended June 30, 2021. The $ 6,992 in total payments are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital. Note 7 - Related-Party Transactions Office Space We utilize the home office space and equipment of our management at no cost. Note 8 - Subsequent Events Management has reviewed financial transactions for the Company subsequent to the period ended December 31, 2021 and has found that there was nothing material to disclose. -F7- Table of Contents