What changed in this filing

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Item 1. Financial Statements

2023-02-08 compared with 2022-11-09 · 101 added, 67 removed, 312 unchanged (35% of the section changed)

1 unchanged sentence

Sparx Holdings Group, Inc.

30, 2022 (Unaudited)

December 31, 2022 (Unaudited)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

2 unchanged sentences

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

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

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

stock ($ .0001 par

1 unchanged sentence

authorized, 278,750,031 shares issued and

outstanding as of September 30, 2022;

outstanding as of December 31, 2022;

value, 200,000,000 shares

8 unchanged sentences

OF OPERATIONS

Months Ended September 30, 2022

Three Months Ended September 30, 2021

Operating expenses

Months Ended December 31, 2022

Months Ended December 31, 2021

Months Ended December 31, 2022

Months Ended December 31, 2021

and administrative expenses

2 unchanged sentences

average number of common shares outstanding - Basic and Diluted

The accompanying

notes are an integral part of these unaudited financial statements.

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

Holdings Group, INC.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THE PERIOD ended S eptember 30, 2022

OF CHANG ES IN STOCKHOLDERS’

THE PERIOD ended December 31, 2022

Value Common Shares

4 unchanged sentences

September 30, 2022

paid on behalf of the Company and contributed to capital

December 31, 2022

Holdings Group, Inc.

FKA PRIME TIME HOLDINGS, INC.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THE PERIOD ended SEPTEMBER 30, 2021

Common Shares

Par Value Common Shares

Additional Paid-in Capital

Accumulated Deficit

Balances, June 30, 2021

Common shares issued in reorganization

Expenses paid on behalf of the Company and contributed to capital

Balances, September 30, 2021

THE PERIOD ended December 31, 2021

Value Common Shares

Paid-in Capital

June 30, 2021

shares issued in reorganization

paid on behalf of the Company and contributed to capital

September 30, 2021

paid on behalf of the Company and contributed to capital

December 31, 2021

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

1 unchanged sentence

OF CASH FLOWS

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

Six Months Ended December 31, 2022

Six Months Ended December 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

99 unchanged sentences

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.

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

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.

Our CUSIP number remains the same as before

and did not change as a result of this FINRA corporate action.

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 network.

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

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

18 unchanged sentences

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.

On 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.

97/597085 and the

graphic (logo) appearing on the first page of this Form 10-Q corresponds to Serial No.

On January 20, 2023, Sparx Technologies, LLC filed a utility patent

application with the USPTO under 35 USC 111(a) for a Mesh Network Fire Suppression System and Associated Methods with Serial No.

A prior provisional application with Serial No.

63/304,302 was issued by the USPTO on January 28, 2022.

In addition, an

international patent application (PCT) was also filed with the USPTO on January 23, 2023, resulting in international patent pending

An international application Serial No.

PCT/US23/11314 was issued by the USPTO.

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

We have no employees at this time.

We have no employees at this time and we rely upon the services of

our sole officer Cassandra DeNunzio, and our two directors, Jeffrey DeNunzio and Cassandra DeNunzio.

The Company has elected June 30 th

16 unchanged sentences

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

Cash and cash equivalents at December 31, 2022 and June 30, 2022 were $ 0 for

both periods.

7 unchanged sentences

tax assets through future operations.

No deferred tax assets or liabilities were recognized at September 30, 2022 and June 30, 2022.

No deferred tax assets or liabilities were recognized at December 31, 2022 and June 30, 2022.

Earnings (Loss) Per Share

5 unchanged sentences

of the Company.

The Company does not have any potentially dilutive instruments as of September 30, 2022 and, thus, anti-dilution

The Company does not have any potentially dilutive instruments as of December 31, 2022 and, thus, anti-dilution

issues are not applicable.

26 unchanged sentences

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

September 30, 2022.

December 31, 2022.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair

20 unchanged sentences

completion date.

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

Company had no stock-based compensation plans as of December 31, 2022.

The Company’s

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

stock-based compensation for the periods ended December 31, 2022 and December 31, 2021 was $ 10,000 and $0, respectively.

Issued Accounting Pronouncements

38 unchanged sentences

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.

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, 2022, the Company has incurred a net loss of approximately $27,282 which resulted in a net operating loss for income

tax purposes.

The loss results in a deferred tax asset of approximately $5,729 at the effective statutory rate of 21%.

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

3 unchanged sentences

There were no commitments or contingencies

as of September 30, 2022.

as of December 31, 2022.

6 - Shareholder Equity

3 unchanged sentences

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

and outstanding as of December 31, 2022 and June 30, 2022.

As of December 31, 2022, the authorized common stock of the Company consists of 500,000,000

shares with a par value of $0.0001.

2 unchanged sentences

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.

of common stock issued and outstanding as of December 31, 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).

Effective September 17, 2021, CHSO

completed a holding company reorganization with the Company whereas the outstanding common shares of CHSO were exchanged for an equivalent

amount of common 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

Jeffrey DeNunzio, paid expenses on behalf of the company totaling $6,829 during the period ended December 31, 2022.

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

6 unchanged sentences

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.

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 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.

On January 20, 2023, Sparx Technologies, LLC filed a utility patent

application with the USPTO under 35 USC 111(a) for a Mesh Network Fire Suppression System and Associated Methods with Serial No.

A prior provisional application with Serial No.

63/304,302 was issued by the USPTO on January 28, 2022.

In addition, an

international patent application (PCT) was also filed with the USPTO on January 23, 2023, resulting in international patent pending

An international application Serial No.

PCT/US23/11314 was issued by the USPTO.

On or about January 4, 2023,

the Company issued 75,000 shares of our Common Stock to a non-related party in exchange for their services related to designing a component

of a battery-operated wireless electronic sprinkler network that is currently being developed by Sparx Technologies, LLC.

The battery-operated

wireless electronic sprinkler network, remains in the prototype stages of development.

No consideration was exchanged pursuant to this

We have a vested interest in Sparx Technologies, LLC as we intend

to sell products developed by Sparx Technologies, LLC.

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