What changed in this filing

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Item 1. Financial Statements

2022-11-09 compared with 2022-04-19 · 298 added, 241 removed, 81 unchanged (87% of the section changed)

FINANCIAL STATEMENTS

Holdings, Inc.

Sparx Holdings Group, Inc.

30, 2022 (Unaudited)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accrued Expenses

TOTAL LIABILITIES

1 unchanged sentence

stock ($ .0001 par value, 5,000,000 shares authorized;

0 issued and outstanding as of March 31, 2022 and June 30,

stock ($ .0001

par value, 200,000,000

shares authorized, 178,750,031

issued and outstanding as of March 31, 2022 and June 30, 2021, respectively)

0 issued and outstanding as of September 30, 2022 and June 30,

stock ($ .0001 par

value, 5 00,000,000 shares

authorized, 278,750,031 shares issued and

outstanding as of September 30, 2022;

value, 200,000,000 shares

authorized, 178,750,031 shares issued and

outstanding as of June 30, 2022)

Additional paid-in capital

3 unchanged sentences

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

Time Holdings, INC.

Sparx Holdings Group, INC.

OF OPERATIONS

Months Ended March 31, 2022

Nine Months Ended March 31, 2022

Months Ended September 30, 2022

Three Months Ended September 30, 2021

Operating expenses

5 unchanged sentences

notes are an integral part of these unaudited financial statements.

Time Holdings, INC.

Holdings Group, INC.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

the Period June 30, 2021 (Inception) to March 31, 2022

THE PERIOD ended S eptember 30, 2022

Value Common Shares

Paid-in Capital

June 30, 2022

issued as compensation

paid on behalf of the Company and contributed to capital

September 30, 2022

Holdings Group, Inc.

FKA PRIME TIME HOLDINGS, INC.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THE PERIOD ended SEPTEMBER 30, 2021

Common Shares

3 unchanged sentences

Balances, June 30, 2021

Expenses paid on behalf of the Company and contributed to capital

Balances, June 30, 2021

Common shares issued in reorganization

1 unchanged sentence

Balances, September 30, 2021

Expenses paid on behalf of the Company and contributed to capital

Balances, December 31, 2021

Expenses paid on behalf of the Company and contributed to capital

March 31, 2022

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

Time Holdings, INC.

Sparx Holdings Group, INC.

OF CASH FLOWS

Nine Months Ended March 31, 2022

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustment to reconcile net loss to net cash used in operating activities:

Expenses contributed to capital

Changes in current assets and liabilities:

Accrued expenses

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.

Prime Time Holdings, INC.

contributed to capital

in current assets and liabilities:

cash used in operating activities

change in cash

DISCLOSURE OF CASH FLOW INFORMATION:

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

Holdings Group, INC.

TO THE UNAUDITED FINANCIAL STATEMENTS

Note 1 - Organization and

Description of Business

Prime Time Holdings, Inc.

us, our, or the "Company") was incorporated on June 30, 2021 in the State of Nevada.

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,

(“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.

prior to the Reorganization.

1 - Organization and Description of Business

The Company was originally incorporated

on June 30, 2021 in the State of Nevada with the name, “Prime Time Holdings, Inc.”

30, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director

of the Company.

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”),

Sparx Holdings Group, Inc., FKA “Prime Time Holdings, Inc.” (“Successor”), and Prime Time Merger Sub, Inc.

Immediately prior to 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.

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,

of China Shouguan Investment Holding Group Corp.

and Merger Sub became a wholly owned and direct subsidiary of Prime Time Holdings, Inc.

On September 15, 2021,

Prime Time Holdings, Inc.

7 unchanged sentences

common stock.

The result of the merger was that all previous shareholders of Predecessor became the identical shareholders of PRTM holding

an equivalent amount of shares in PRTM that they previous held in CHSO prior to the merger.

The Agreement and Plan of merger were made

a part of the Articles of Merger that were filed as EX-99.1 to the Form 8-K filed with the Commission on September 20, 2021.

At the Effective Time, Prime Time Holdings, Inc.,

4 unchanged sentences

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

2 unchanged sentences

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 March 31,

2022, the Company had not yet commenced any operations.

Our common stock traded in the OTC Markets

under the Predecessor ticker symbol “CHSO” under which the common stock of Predecessor previously listed and traded until

the new ticker symbol “PRTM” was announced September 20, 2021 on the Financial Industry Regulatory Authority’s daily

list with a market effective date of September 21, 2021.

We were given a new CUSIP Number of 74167E103.

The Company believes that the Reorganization,

was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the

Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale”

within the meaning of Section 2(3) of the Securities Act of 1933.

The Reorganization was consummated without the vote or consent of the

Company’s stockholders.

In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights

in connection with the Reorganization.

The Company believes that in the absence of any right of any of the Company’s stockholders

to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be

deemed to involve an “offer” “offer to sell”;

or “sale” within the meaning of Section 2(3) of the

Securities Act of 1933.

On May 18, 2022, Mr.

Jeffrey DeNunzio resigned as

the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer.

He remains a Director of the

The resignations of Mr.

Jeffrey DeNunzio were not

the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

There is no arrangement

or understanding among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director

and officer of the Company.

On May 18, 2022, Ms.

Cassandra DeNunzio was appointed

as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

Following the appointments of Ms.

Cassandra DeNunzio,

the Company began to seek business opportunities in the area of fire suppression technologies.

Our majority shareholder, NVC Holdings, LLC, a Wyoming Limited Liability

Company, and our Directors, Mr.

Jeffrey DeNunzio and Ms.

Cassandra DeNunzio, executed a resolution to ratify, affirm, and approve a name

change from Prime Time Holdings, Inc.

to Sparx Holdings Group, Inc.

The aforementioned parties also approved, via the same resolution,

to change the Company’s ticker symbol and the authorized shares of Common Stock of the Company from 200,000,000 to 500,000,000.

A Certificate of Amendment to change our name and our authorized shares

of Common Stock was filed with the Nevada Secretary of State on July 19, 2022.

On or about July 22, 2022, th e

Company initiated a FINRA corporate action to effectuate the aforementioned name change from Prime Time Holdings, Inc.

Holdings Group, Inc., and to change our ticker symbol.

This corporate action has now been processed and completed.

The FINRA Daily

List Announcement Date for the aforementioned FINRA corporate action was November 8, 2022, while the Market Effective Date is the

date of this filing, November 9, 2022.

Our ticker symbol is now SHGI.

Our CUSIP number remains the same as before and did not change

as a result of this FINRA corporate action.

August 29, 2022, we entered into and consummated a Patent License Agreement (“Agreement”) with Sparx Technologies, LLC, a

limited liability company (“Licensor”).

Licensor is solely owned and controlled by Ms.

Cassandra DeNunzio, our CEO and Director.

DeNunzio is the sole and first named inventor under a provisional patent application with a Serial No.

63/304,302 filed with the

United States Patent Office (“USPTO”) on January 28, 2022, relating to the fire protection industry and particularly a commercially

available battery-operated wireless electronic fire sprinkler network.

Patent License Agreement was filed as an exhibit to our Form 8-K, as filed with the SEC on August 29, 2022.

It is incorporated herein

by reference.

a result of the Agreement, we adopted the existing operations and business plan of Sparx Technologies, LLC pursuant to the terms and

conditions of the patent licensing agreement and ceased to be a shell company.

partial consideration for the exclusive license granted by Licensor to the Company, the Company paid Sparx Holdings, LLC, a limited liability

company, controlled and solely owned by Ms.

DeNunzio, a non-refundable license fee upon execution of the Agreement in the amount of One

Hundred Million shares (100,000,000) of the Company’s common stock (the “Initial License Fee”).

The Initial License

Fee is consideration for the grant and continuation of the license pursuant to a five-year term.

Licensor shall have no obligation or

liability to return any portion of the Initial License Fee.

The Company shall pay Licensor a royalty of fifty percent (50%) of Licensee’s

Net Sales of all Licensed Products developed and sold by the Company.

Ownership of the licensed technology prior to, during the course

or as a result of the Agreement, will be the sole and exclusive property of Licensor.

consummation of the Agreement is deemed to be a related party transaction given Cassandra DeNunzio serves as our sole officer, and as

a member of our Board of Directors.

She is also the sole member and controller of Sparx Technologies, LLC.

September 19, 2022, Sparx Technologies, LLC filed with the USPTO two Trademark Applications, Serial No.

97/597085 and Serial No.

SPARX TM corresponds to Serial No.

97/597085 and the graphic (logo) appearing on the first page of this Form

10-Q corresponds to Serial No.

We use home office space of our directors at no cost.

We have no employees at this time.

The Company has elected June 30 th

as its year end.

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.

2 - Summary of Significant Accounting Policies

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.

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 March 31, 2022 and June 30, 2021 were $ 0 for both periods.

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.

and Cash Equivalents

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 September 30, 2022 and June 30, 2022 were $ 0 for

both periods.

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

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment

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 March 31, 2022 and June 30,

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.

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 March 31, 2022 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).

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

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 September 30, 2022 and June 30, 2022.

Earnings (Loss) Per Share

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

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 September 30, 2022 and, thus, anti-dilution

issues are not applicable.

Value of Financial Instruments

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

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

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 March 31, 2022.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term

nature of these instruments.

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.

estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of

September 30, 2022.

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.

Share-Based Compensation

follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party

transactions.

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:

– 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.

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.

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 March 31, 2022.

The Company’s stock-based

compensation for the periods ended March 31, 2022 and June 30, 2021 was $ 0

for both periods.

Recently Issued Accounting Pronouncements

or (b) the equity instruments

The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance

completion date.

Company had no stock-based compensation plans as of September 30, 2022.

The Company’s

stock-based compensation for the periods ended September 30, 2022 and September 30, 2021 was $ 10,000 and $0, respectively.

Issued Accounting Pronouncements

February 2016, the FASB issued ASU 2016-02, Leases (Topic 842).

15 unchanged sentences

which includes a number of optional practical expedients that entities may elect to apply.

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.

have no assets and or leases that we believe 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

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

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 March 31, 2022, the Company has incurred a net loss of approximately $8,292 which resulted in a net operating loss for income

tax purposes.

The loss results in a deferred tax asset of approximately $ 1,741

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

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 March 31, 2022.

Note 6 - Shareholder Equity

Preferred Stock

The authorized preferred stock

of the Company consists of 5,000,000

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.

4 - Income Taxes

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.

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 September 30, 2022, the Company has incurred a net loss of approximately $25,228 which resulted in

a net operating loss for income tax purposes.

The loss results in a deferred tax asset of approximately $5,298 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, 2022, we have completed only two taxable fiscal years.

5 - Commitments and Contingencies

Company follows ASC 450-20, Los s Contingencies, to report accounting for contingencies.

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 September 30, 2022.

6 - Shareholder Equity

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 March 31, 2022 and June 30,

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 March 31, 2022 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 $6,982 during the period ended March 31,

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

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 March 31, 2022 and has found that there was nothing material to disclose.

There were no shares issued

and outstanding as of September 30, 2022 and June 30, 2022.

As of September

30, 2022, the authorized common stock of the Company consists of 500,000,000

shares with a par value of $0.0001.

30, 2022, the authorized common stock of the Company consists of 200,000,000 shares

with a par value of $0.0001.

There were 278,750,031 and 178,750,031 shares

of common stock issued and outstanding as of September 30, 2022 and June 30, 2022, respectively.

On August 29, 2022, 100,000,000

shares of common stock were issued to Sparx Holdings, LLC as compensation for licensing rights (see Note 1).

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).

Paid-In Capital

The Company’s director,

Jeffrey DeNunzio, paid expenses on behalf of the company totaling $4,775 during the period ended September

The Company’s director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $9,453 during the period ended June 30, 2022.

The Company’s director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $960 during the period ended June 30, 2021.

in total payments are considered contributions to the company with no expectation

of repayment and are posted as additional paid-in capital.

7 - Related-Party Transactions

We utilize the

home office space and equipment of our management at no cost.

8 - Subsequent Events

has reviewed financial transactions for the Company subsequent to the period ended September 30, 2022 and has found that there was nothing

material to disclose.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements