What changed in this filing

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Item 1. Financial Statements

2023-04-24 compared with 2023-02-08 · 89 added, 98 removed, 315 unchanged (37% of the section changed)

1 unchanged sentence

Sparx Holdings Group, Inc.

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 December 31, 2022 and June 30,

stock ($ .0001 par

value, 5 00,000,000 shares

authorized, 278,750,031 shares issued and

outstanding as of December 31, 2022;

0 issued and outstanding as of March 31, 2023 and June 30,

value, 5 00,000,000 shares

authorized, 178,750,031 shares issued and

outstanding as of June 30, 2022)

authorized, 278,825,031 shares issued and outstanding

as of March 31, 2023;

$ .0001 par 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.

Sparx Holdings Group, INC.

Holdings Group, INC.

OF OPERATIONS

Months Ended December 31, 2022

Months Ended December 31, 2021

Months Ended December 31, 2022

Months Ended December 31, 2021

Months Ended March 31, 2023

Months Ended March 31, 2022

Months Ended March 31, 2023

Months Ended March 31, 2022

and administrative expenses

5 unchanged sentences

OF CHANG ES IN STOCKHOLDERS’

THE PERIOD ended December 31, 2022

THE PERIOD ended March 31, 2023

Value Common Shares

6 unchanged sentences

December 31, 2022

issued as compensation

paid on behalf of the Company and contributed to capital

March 31, 2023

Holdings Group, Inc.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THE PERIOD ended December 31, 2021

THE PERIOD ended March 31, 2022

Value Common Shares

6 unchanged sentences

December 31, 2021

paid on behalf of the Company and contributed to capital

March 31, 2022

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

1 unchanged sentence

OF CASH FLOWS

Six Months Ended December 31, 2022

Six Months Ended December 31, 2021

Nine Months Ended

March 31, 2023

Nine Months Ended

March 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES

81 unchanged sentences

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

Following the appointments of Ms.

Following the appointment of Ms.

Cassandra DeNunzio,

55 unchanged sentences

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.

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 transaction.

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.

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.

In addition, an international patent

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

An international

application Serial No.

PCT/US23/11314 was issued by the USPTO.

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

On March 31, 2023, we filed a Form 1-A Offering Statement that was

subsequently qualified by the SEC on April 11, 2023.

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

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

18 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 December 31, 2022 and June 30, 2022 were $ 0 for

Cash and cash equivalents at March 31, 2023 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

T he 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, 2022 and June 30, 2022.

No deferred tax assets or liabilities were recognized at March 31, 2023 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.

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

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, 2022 and, thus, anti-dilution

issues are not applicable.

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 March 31, 2023 and, thus, anti-dilution issues are not applicable.

Value of Financial Instruments

25 unchanged sentences

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

December 31, 2022.

March 31, 2023.

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

12 unchanged sentences

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:

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

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 December 31, 2022.

The Company’s

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

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, 2023.

The Company’s stock-based compensation

for the periods ended March 31, 2023 and March 31, 2022 was $ 16,000 and $0, respectively.

Issued Accounting Pronouncements

38 unchanged sentences

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

tax purposes.

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.

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, 2023, the Company has incurred a net loss of approximately $ 41,202 which resulted in a net operating

loss for income tax purposes.

The loss results in a deferred tax asset of approximately $8,652 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.

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

3 unchanged sentences

There were no commitments or contingencies

as of December 31, 2022.

as of March 31, 2023.

6 - Shareholder Equity

3 unchanged sentences

There were no shares issued

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

and outstanding as of March 31, 2023 and June 30, 2022.

As of March 31, 2023, 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 278,825,031 and 178,750,031 shares

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, 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).

of common stock issued and outstanding as of March 31, 2023 and June 30, 2022, respectively.

On or about January 4, 2023, the

Company issued 75,000 shares of our Common Stock to a non-related party in exchange for services related to the Company (see Note 1).

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 Note1).

Paid-In Capital

The Company’s director,

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

Jeffrey DeNunzio, paid expenses on behalf of the company totaling $14,750 during the period ended March 31, 2023.

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

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.

Management has reviewed financial transactions for the Company subsequent to the period ended March 31, 2023 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