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Item 2. Management’s Discussion and Analysis

2022-11-09 compared with 2022-04-19 · 154 added, 116 removed, 10 unchanged (96% of the section changed)

1 unchanged sentence

Forward-Looking

Certain statements, other than purely

historical information, including estimates, projections, statements relating to our business plans, objectives, and expected

operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934.

These forward-looking statements generally are identified by the words “believes,”

“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,”

“plan,” “may,” “will,” “would,” “will be,” “will continue,”

“will likely result,” and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor

provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including

this statement for purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations

and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

which could have a material adverse effect on our operations and future prospects include, but are not limited to:

economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted

accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and undue

reliance should not be placed on such statements.

Certain statements, other than purely historical

information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,

and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”

“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained

in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties

which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual

effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and

future prospects include, but are not limited to:

changes in economic conditions, legislative/regulatory changes, availability of capital,

interest rates, competition, and generally accepted accounting principles.

These risks and uncertainties should also be considered in

evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

Corporate History

Prime Time Holdings, Inc.

(we, us, our, the "Company" or

the "Registrant") was incorporated in the State of Nevada on June 30, 2021.

The Company’s form 10 blank check

registration statement was deemed effective on September 1, 2021.

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.

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.

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.

Company is an “emerging growth company” (“EGC”), that is exempt from certain financial disclosure and

governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases

restrictions on the sale of securities;

and increases the number of shareholders a company must have before becoming subject to

Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging Growth Companies Section

Company, based on proposed business activities, is a "blank check" company.

Securities and Exchange Commission (the SEC)

defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51)-1

of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that has no specific business plan or purpose, or has

indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity

or person." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a shell company, because it has no or nominal

assets (other than cash) and no or nominal operations.

Many states have enacted statutes, rules and regulations limiting the sale

of securities of "blank check" companies in their respective jurisdictions.

Management does not intend to undertake any efforts

to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination.

The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those

requirements.

Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking

the perceived advantages of being a publicly held corporation.

The Company’s principal business objective for the next 12

months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate,

short-term earnings.

The Company will not restrict its potential candidate target companies to any specific business, industry

or geographical location and, thus, may acquire any type of business.

The company may merge with or acquire another company in

which the promoters, management, or promoters’ or managements’ affiliates or associates, directly or indirectly, have

an ownership interest.

are different situations for private companies which may make a reverse merger more attractive to an operating private company

than filing its own Form 10.

It takes significant time and effort just to be able to learn to file the necessary documents through

the Edgar data base especially if the operating company has not invested in filing software to streamline the process which is

We believe that small companies are usually in a hurry to raise capital and some investors require that the private

companies they invest in are or become SEC reporting.

The reason being is that some investors desire to have an exit strategy

and a reverse merger with a Form 10 shell is perceived to be one step closer to liquidity.

It should be noted that if a public

shell company consummates a reverse merger with a private operating company, the company will be required to file a Form 8-K within

four days of the transaction and that the Form 8-K will need to include audited financial statements of the private operating

company and pro forma financial statements giving effect to the business combination

analysis of new business opportunities will be undertaken by or under the supervision of Jeffrey DeNunzio, our Chief Executive

Officer of the Registrant.

As of this date, the Company has not entered into any definitive

agreement with any party, nor have there been any specific discussions with any potential business combination candidate

regarding business opportunities for the Company.

The Registrant has unrestricted flexibility in seeking, analyzing and

participating in potential business opportunities.

We are a technology company incorporated in the state of Nevada on

June 30, 2021, and headquartered in Cranston, Rhode Island with a mission to provide fire protection to businesses and building

owners that operate within infrastructures that cannot be reasonably protected by traditional fire sprinklers 1 .

with Sparx Technologies, LLC (“Sparx”) to pioneer the fire protection industry with a commercially available wireless

electronic fire sprinkler network and develop the industry’s first commercially available wireless electronic fire sprinkler

system that can be adaptable for a variety of different applications and customers.

1 Traditional fire sprinklers are primarily mechanical

devices that contain a heat-sensitive element that could be in the form of a glass bulb or a fusible metal link that will rupture or melt

at a certain temperature threshold, activating the sprinkler and allowing water to flow.

Traditional sprinklers will not turn on all at

Each one activates independently, on its own.

On 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

As 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.

In 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

The scope of the provisional patent includes the

System details for a fire sprinkler system that

communicates wirelessly.

Algorithm descriptions and flowcharts for power

reduction which allow for the creation of a battery-powered wireless fire sprinkler product.

Potential methods for fire detection and electronic

sprinkler actuation.

Explanations detailing the system architecture

for a wireless fire sprinkler network.

Device descriptions and functions for participating

network devices.

Our Chief Executive Officer and Director, Casandra DeNunzio has agreed

to lend us equipment at no cost resulting in us having in-house capabilities to design and build innovative electronic fire protection

products and solutions.

DeNunzio has extensive industry knowledge, familiarity with local specifications and regulations, fire codes

and expertise in the design and test engineering of fire detection, suppression, and extinguishment technology and their components and

We have available to us, the equipment, capabilities, and expertise to prototype electronic circuits, assemble simple printed

circuit boards, benchtop test electrical assemblies with DC and AC power supplies, troubleshoot designs with multimeters, and create wiring

The Company has now begun to finalize the advanced wireless sprinkler design

and build a prototype to be utilized in wireless fire suppression technology.

A prototype is in the development stage.

A utility patent

is anticipated to be filed upon by the end of this year.

The Company plans to commercialize Licensor’s wireless fire suppression

technology into a fire protection/fire safety product line and seek approval from regulators.

We plan to offer our advanced proprietary

wireless sprinkler technology in the design, installation, and system integration to protect a variety of premises including commercial

buildings and industrial sites from highly challenging fires.

We believe that there is a lot of room for innovation and opportunity

to meet the fire protection needs of today's modern businesses and building owners.

The design of fire sprinklers has not changed significantly

over the last fifty or so years and still consists of mostly simple mechanical components 1 .

Traditional sprinklers cultivated

from 19 th century science use the same physical element to detect fires as they do to cause water to flow.

Because the heat-sensitive

operating element of traditional fire sprinklers shares two important primary functions, this technology can face significant complications.

If a fire starts near the ground under a storage rack in a tall warehouse, significant fire spread can occur by the time a fire is detected

at the ceiling, where sprinklers are commonly located.

Because detection and activation are combined functions of traditional sprinkler

technology, a single sprinkler could operate and a phenomenon known as sprinkler skipping can occur that will cause sprinklers farther

away from the fire origin to activate earlier than those that are closer and fire can continue to spread 2 .

Our patented technology

will allow for the decoupling of fire detection from sprinkler activation and will provide us with the ability to have greater control

over sprinkler operations and respond to fires very early on in fire development.

We believe that we can disrupt the fire sprinkler industry

with our ability to leverage electronics and software in fire sprinkler system design by fundamentally changing the way the industry approaches

fire suppression.

We intend to create a framework for fire protection that will

allow for wireless communication and electronic detection and actuation of sprinklers.

With this framework, we will be able to use the

same basic hardware components, and program application-specific algorithms 3 tailored to the building, environment, and the

structure and commodities the system is designed to protect.

Our framework will allow us to make minimal, non-invasive changes when applying

our patented technology from one customer-specific application to the next, allowing us to formulate solutions for various HCFs quickly

and effectively.

Having the ability to pull additional levers with software and algorithms will give us the edge we need to deliver where

traditional sprinklers cannot.

We will be able to use software to change the way sprinklers respond to fires without redesigning the physical

components of the sprinkler itself.

This flexibility and adaptability will give Sparx an advantage when it comes to making design changes

and expanding our product offerings.

“A History of Fire Sprinklers - IFSEC Global:

Security and Fire News and Resources.” IFSEC Global | Security and Fire

News and Resources.

IFSEC Global | Security and Fire News and Resources, May 1, 2019.

https://www.ifsecglobal.com/fire-news/a-history-of-fire-sprinklers/.

2 Xin, Yibing.

“SMART Sprinkler for Highly Challenging Fires.” SFPE Europe , Issue 20 (Q4 2020).

https://www.sfpe.org/publications/sfpeeuropedigital/sfpeeurope20.

3 Our application specific algorithms

will contain a set of instructions that govern which sprinklers are needed for operation and when those sprinklers must operate in the

event of a fire.

The instructions may be different for various applications depending on factors like building layout, ceiling heights,

commodity, how the commodity is stored, etc.

Liquidity and Capital Resources

Our cash balance is $0 as of March 31,

Our cash balance is $0 as of September 30,

Our cash balance is not sufficient to fund our limited levels of operations for any period of time.

implement our plan of operations for the next twelve-month period, we require further funding.

After a twelve-month period we may

need additional financing but currently do not have any arrangements for such financing.

In order to implement our plan

of operations for the next twelve-month period, we require further funding.

After a twelve-month period we may need additional financing

but currently do not have any arrangements for such financing.

If we need additional cash and cannot

raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

We have recorded a net loss of $350

for the three months ended March 31, 2022 and a net loss of $3,582 for the nine months ended March 31, 2022.

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.

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.

raise it, we will either have to scale back, or suspend operations until we do raise the cash we need.

To date we have relied

entirely on funds provided to us by our officers and directors, and until we have additional sources of funding, we intend to

continue to rely upon our officers and directors to fund our operations.

Currently we have one officer, Cassandra DeNunzio, and two

Directors, Cassandra DeNunzio and Jeffrey DeNunzio.

We have recorded a net loss of $14,775 for

the three months ended September 30, 2022 and a net loss of $782 for the three months ended September 30, 2021.

Until we are able to

generate revenue to cover our operating expenses, we expect our net loss to continue to increase as we further our operations.

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.

adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial

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.

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.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis