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Item 7. Management’s Discussion and Analysis

2023-09-08 compared with 2022-08-01 · 108 added, 61 removed, 1 unchanged (99% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

are currently seeking business opportunities in the area of fire suppression technologies.

may be in the form of licensing agreement(s), merger(s), acquisition(s), or business combination transactions after which the Company

would cease to be a “shell” company.

Currently, the Company is in tentative discussions

to enter into a licensing agreement with Sparx Technologies, LLC, a Wyoming Limited Liability Company, referred to herein as, “Sparx”,

whereas Sparx would license various patented technology to the Company in exchange for some type of consideration, whether it be shares,

cash, or some combination of the two.

Such discussions by and between the Company and Sparx are in ongoing, and may not come to fruition.

There is no guarantee that the Company and Sparx will enter into a business combination, an arrangement, or an agreement of any kind.

Sparx Technologies, LLC may be

deemed to be a related party, as it is owned and controlled by our Chief Executive Officer and Director Cassandra DeNunzio.

are 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 the U.S.

Securities and Exchange Commissions (SEC’s)

reporting and disclosure rules.

principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a

business combination or opportunity of some kind, whether it be via a licensing agreement, acquisition, merger, or material

agreement with another entity, each of which would be intended to result in us ceasing to be a shell company.

have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the

Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and

private companies until those standards apply to private companies.

As a result of this election, our financial statements may not be

comparable to companies that comply with public company effective dates.

do not currently engage in any business activities that provide cash flows.

this time, we are entirely reliant upon cash contributions made by our officer and directors to pay for any and all

the next 12 months we anticipate incurring costs related to:

filing of Exchange Act reports (legal, accounting and auditing fees) in the amount of approximately $5,000;

costs relating to consummating a business combination or opportunity of some type, which we cannot accurately forecast the cost of

with any level of specificity.

believe we will be able to meet the costs of filing Exchange Act reports during the next 12 months through use of funds to be loaned

to us or invested in us by Jeffrey DeNunzio and Cassandra DeNunzio, our Directors.

is no guarantee that such additional funds will be made available to us or on terms that are favorable to us.

If we enter into a

business combination, or agreement of some kind, with another company, we may require funding from our Directors and

or we may need to discover alternate forms of funding from external sources.

There is always the possibility that the Company is

unable to secure additional funding to further its business agenda.

have no cash on hand, negative working capital, a stockholder deficit, and have no source of revenues.

These conditions raise

substantial doubt about our ability to continue as a going concern.

Going forward, we will be devoting our efforts to exploring

business opportunities in the area of fire suppression technologies.

As mentioned previously, this may be in the form of licensing

agreement(s), merger(s), acquisition(s), or business combination transactions after which the Company would cease to be a

Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial

condition, results of operations, and liquidity.

This discussion and analysis should be read in conjunction with the audited Financial

Statements and notes thereto for the year ended June 30, 2023 and 2022, included under Item 8 “Financial Statements and Supplementary

Data” in this Report.

The following discussion contains forwa rd-looking

statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions.

results could differ materially from those discussed in the forward-looking statements.

Please also see the cautionary language at the

beginning of this Report regarding forward-looking statements.

of Operations

On August 29, 2022, we entered into and consummated a Patent License

Agreement (“Agreement”) with Sparx Technologies, LLC, a limited liability company (“Licensor”).

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.

The Patent License Agreement, referenced herein, is attached as EX-10.1 to the Form 8-K filed

with the Securities and Exchange Commission on August 29, 2022.

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.

ability to continue as a going concern is dependent upon our ability to develop additional sources of capital or by furthering our

business agenda outlined above.

have no known demands or commitments and are not aware of any events or uncertainties as of June 30, 2022 and June 30, 2021 that

will result in or that are reasonably likely to materially increase or decrease our current liquidity.

had no material commitments for capital expenditures as of June 30, 2022 and June 30, 2021.

Balance Sheet Arrangements.

do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to investors.

Quantitative and Qualitative Disclosures

about Market Risk.

We qualify as a smaller reporting company, as defined

by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.

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

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

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

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

and create wiring harnesses.

The Company has now begun to finalize the prototype Sparx™

Smart Sprinkler System and has started working towards the design and development for the remaining system components to complete

the Sparx™ Smart Sprinkler System.

The remaining components needed for the system prototype include a base station that

the wireless battery-powered Sparx™ Smart Sprinkler Systems communicate with and an installation and commissioning tool.

mentioned elsewhere in this Annual Report, a utility patent has been filed with the USPTO that covers the technology.

plans to commercialize Licensor’s wireless fire suppression technology into a fire protection/fire safety product line and

seek listing or approval from third-party testing bodies.

Our plan is to provide superior protection against highly challenging

fires for a range of premises, including commercial buildings and industrial sites, through the application of our advanced

proprietary wireless mesh network fire suppression system technology.

We plan to design, develop, integrate, install, test,

manufacture, produce, and market our wireless mesh network fire suppression system in an effort to commercialize our products.

Various photographs of our physical development prototype can be found

herein on page 12.

To effectively market our products, third-party testing is necessary.

UL and FM are two of the most common third-party entities in the

United States that provide listing, approval, or certification services.

UL is a reputable testing institute that is one of the largest

public safety testing labs in the world, while FM also has an international reputation for testing and is well-regarded in the industry.

In contrast to UL, FM is an insurance company that provides insurance coverage to customers that use products that they have approved

or certified to their own testing standards.

We cannot yet estimate with any level of specificity exactly when our

Sparx™ Smart Sprinkler System will be ready to bring to market or when we will be ready to commence efforts for UL and or FM testing.

When we have a clear indication of a timeline for such endeavors it is our intent to inform investors.

and Cash Equivalents

Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

of June 30, 2023, and 2022, we had cash and cash equivalents in the amount of $100,219 and $0 respectively.

The variance in the balance

of our cash and cash equivalents from June 30, 2023 to June 30, 2022 is primarily from the sale of common stock pursuant to our Tier

2 Regulation A Offering.

March 31, 2023, we filed a Form 1-A Offering Statement that was subsequently qualified by the SEC on April 11, 2023.

As of June 30 ,

2023 we had sold 5,000,000 shares of our common stock pursuant to this offering.

of June 30, 2023, and 2022, our total assets were $100,219 and $0 respectively.

Our total assets as of June 30, 2023 were comprised

solely of cash and cash equivalents.

Our physical development prototype is not booked as an

asset on the balance sheet.

We have not generated any revenue to date.

For the year ended June 30, 2023 and June 30, 2022,

our net loss was $47,685 and $5,743 respectively.

For both periods, our net loss was primarily attributable to general and administrative

For the year ended June 30, 2023 our research and development costs were $843 and our general and administrative expenses were

The variance in our net loss and the greater expenses

incurred for the year ended June 30, 2023 are both attributable to an increase in activity, as we have commenced operations relating

to the research/ development of our Sparx™ Smart Sprinkler System.

Paid-In Capital

The Company’s CEO, Cassandra DeNunzio, contributed cash totaling

$4,001 to the Company during the period ended June 30, 2023.

These contributions were made with no expectation of repayment and are posted

as additional paid-in capital.

The Company’s director, Jeffrey DeNunzio, paid expenses on behalf

of the company totaling $27,303 during the period ended June 30, 2023.

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.

The $37,716 in total payments

are considered contributions to the company with no expectation of repayment and are posted as additional paid-in capital.

Quantitative and Qualitative Disclosures about Market Risk.

qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information

required by this Item.

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-K

Item 7. Management’s Discussion and Analysis