What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-09-08 compared with 2022-08-01 · 309 added, 222 removed, 199 unchanged (73% of the section changed)

Financial Statements and Supplementary

Sparx Holdings Group,

known as prime time holdings, Inc.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL

Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID 5041 )

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Report of Independent Registered Public

Accounting Firm

To the shareholders and the board of directors

of Sparx Holdings Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance

sheets of Sparx Holdings Group, Inc.

as of June 30, 2022 and 2021, the related statements of operations, stockholders' equity (deficit),

and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022

and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States.

Substantial Doubt about the Company’s

to Financial Statements - Sparx Holdings Group, Inc.

of Independent Registered Public Accounting Firm (PCAOB FIRM ID - 5041)

Balance Sheet

of Operations

of Changes in Stockholders’ Equity (Deficit)

Statement of Cash Flows

to Audited Financial Statements

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Sparx Holdings Group, Inc.

on the Financial Statements

have audited the accompanying balance sheets of Sparx Holdings Group, Inc.

as of June 30, 2023 and 2022, the related statements of operations,

stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial

statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of June 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting

principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit.

addition, the Company continues to experience negative cash flows from operations.

These factors raise substantial doubt about the Company's

ability to continue as a going concern.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company

has suffered recurring losses from operations and has a significant accumulated deficit.

In addition, the Company continues to experience

negative cash flows from operations.

These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

BF Borgers CPA PC

We have served as the Company's auditor since 2021

July 31, 2022

Sparx Holdings Group, Inc.

Formerly Known as Sparx Holdings

Borgers CPA PC (PCAOB ID 5041 )

have served as the Company's auditor since 2021

September 8, 2023

Holdings Group, Inc.

Balance Sheet

1 unchanged sentence

June 30, 2022

CURRENT ASSETS

Cash and cash equivalents

LIABILITIES AND STOCKHOLDERS’ DEFICIT

3 unchanged sentences

Stockholders’ Equity (Deficit)

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

0 issued and outstanding as of June 30, 2022 and June 30, 2021)

Common stock ($ .0001 par value, 200,000,000 shares authorized, 178,750,031 and 0 issued and outstanding as of June 30, 2022 and June 30, 2021,respectively)

stock ($ .0001 par value, 5,000,00 0 shares authorized;

0 issued and outstanding as of June 30, 2023 and

June 30, 2022)

stock ($ .0001 par value, 500,000,000 shares authorized, 283,825,031 shares issued and outstanding as of June 30, 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

2 unchanged sentences

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying

notes are an integral part of these audited financial statements.

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

Sparx Holdings Group, Inc.

Formerly Known as Sparx Holdings Group, Inc.

Statements of Operations

Year Ended June 30, 2022

the Period June 30, 2021 (Inception) to June 30, 2021

of Operations

& Development

& Administrative

operating expenses

General and administrative expenses

Total operating expenses

Basic and Diluted net loss per common share

Weighted average number of common shares outstanding - Basic and Diluted

The accompanying

notes are an integral part of these audited financial statements.

and Diluted net loss per common share

average number of common shares outstanding - Basic and Diluted

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

Sparx Holdings Group, Inc.

Formerly Known as Sparx Holdings

Statement of Changes in

Stockholders' Deficit

For the Period June 30, 2021 (Inception) to June

For the Years Ended June

30, 2023 and June 30, 2022

Common Shares

3 unchanged sentences

Balances, June 30, 2021

Common shares issued in reorganization

Expenses paid on behalf of the Company and contributed to capital

Balances, June 30, 2022

shares issued in reorganization

paid on behalf of the Company and contributed to capital

June 30, 2022

shares issued as compensation

paid on behalf of the Company and contributed to capital

Contributions

June 30, 2023

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

Sparx Holdings Group, Inc.

Formerly Known as Sparx Holdings Group, Inc.

Statements of Cash Flows

Year Ended June 30, 2022

For the Period June 30, 2021 (Inception) to

June 30, 2023

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Expenses contributed to capital

Share-based compensation

Changes in current assets and liabilities:

1 unchanged sentence

Net cash used in operating activities

FLOWS FROM FINANCING ACTIVITIES:

Cash from the sale of common shares

Cash contributions to the Company from related party

Net cash provided by financing activities

Net change in cash

4 unchanged sentences

Income taxes paid

The accompanying

notes are an integral part of these audited financial statements.

Sparx Holdings Group, Inc.

Formerly Known as Sparx Holdings

Notes to the Audited Financial Statements

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.”

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

Director of the Company.

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.

“Predecessor”), Sparx Holdings Group, Inc., FKA “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.

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.

immediately prior to the Reorganization.

As such, immediately prior to the merger, Prime Time Holdings,

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,

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

Note 1 - Organization and Description

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.

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.

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.

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.

15, 2021, Prime Time Holdings, Inc.

7 unchanged sentences

common stock.

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

as successor issuer to China Shouguan Investment Holding Group Corp.

continued to trade in the OTC MarketPlace under the previous ticker

symbol “CHSO” until the new ticker symbol “PRTM” for the Company was released into the OTC MarketPlace

on September 21, 2021.

The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 74167E103.

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.

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.

did not discover any assets of China Shouguan Investment

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., as successor issuer to China Shouguan Investment Holding Group Corp.

continued to trade in the OTC MarketPlace

under the previous ticker symbol “CHSO” until the new ticker symbol “PRTM” for the Company was released

into the OTC MarketPlace on September 21, 2021.

The Company was given a new CUSIP Number by CUSIP Global Services for its common

stock of 74167E103.

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.

from the time he was appointed Director until the completion of the Reorganization and subsequent separation of China

Shouguan Investment Holding Group Corp.

resulting in China Shouguan Investment Holding Group Corp.

as a stand-alone company.

On May 18, 2022, Mr.

Jeffrey DeNunzio

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

remains a Director of the Company.

The resignations of Mr.

DeNunzio were not the result of any disagreement with the Company on any matter relating to its operations, policies, or

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.

DeNunzio, the Company seeks to explore business opportunities in the area of fire suppression technologies.

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 "shell"

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

Company, and our Directors, Mr.

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.

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”;

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

On May 18, 2022,

Jeffrey DeNunzio resigned as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer.

He remains a Director of the Company.

The resignations

Jeffrey DeNunzio were not the result of any disagreement with the Company on any matter relating to its operations, policies, or

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,

Cassandra DeNunzio was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer,

and Director.

Following the

appointment 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.

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, effective immediately.

On or about July 22, 2022 th e Company

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, the Company

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

1 unchanged sentence

Inc., and to change our ticker symbol.

This corporate action is pending.

The Company has been and remains

engaged in organizational efforts and obtaining initial financing.

The Company has elected June 30 th

as its year end.

30, 2022, the Company had not yet commenced material operations.

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 was November 9, 2022.

Our ticker symbol

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.

The 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.

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 of Licensor.

The 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.

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.

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

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.

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.

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

and equipment of our directors at no cost.

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 as

its year end.

Note 2 - Summary of Significant

17 unchanged sentences

Cash and cash equivalents

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

at June 30, 2023 and June 30, 2022 were $ 100,219 and $ 0 , respectively.

The Company accounts for income taxes

8 unchanged sentences

No deferred tax assets or liabilities were recognized at June 30, 2023 and June 30, 2022.

Basic Earnings (Loss) Per Share

Basic Earnings (Loss) Per

The Company computes basic and diluted

7 unchanged sentences

dilutive instruments as of June 30, 2023 and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

Fair Value of Financial

The Company’s

53 unchanged sentences

The Company’s stock-based compensation

for the periods ended June 30, 2022 and June 30, 2021 was $ 0 for both periods.

Recently Issued Accounting Pronouncements

for the periods ended June 30, 2023 and June 30, 2022 was $ 16,000 and $ 0 , respectively.

Recently 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 or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s)

mentioned above.

have no assets and or leases that we believe will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned

The Company has implemented all new

1 unchanged sentence

new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Going

Note 3 - Going Concern

The Company’s financial statements

6 unchanged sentences

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.

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 or with capital from the sales of common stock.

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.

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.

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 June 30, 2022, the Company has incurred a net loss of approximately $10,453 which

resulted in a net operating loss for income tax purposes.

The loss results in a deferred tax asset of approximately $ 2,195 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.

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

As of June 30, 2023, the Company has incurred a net loss of approximately $ 58,138 which resulted in a net operating loss

for income tax purposes.

The loss results in a deferred tax asset of approximately $12,209 at the effective statutory rate of 21%.

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, 2023, we have completed only three taxable fiscal years.

Potential benefits of income tax losses are not

recognized in the accounts until realization is more likely than not.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable

income during the periods in which those temporary differences become deductible.

The Company has incurred a net operating

loss carryforward of $58,138 which begins expiring in 2036.

The Company has adopted ASC 740, “Accounting for Income Taxes”,

as of its inception.

Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward.

The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured

it is more likely than not it will utilize the loss carried forward in future years.

Significant components of the Company’s deferred

tax assets are as follows:

Deferred tax asset, generated from net operating loss

Valuation allowance

The reconciliation of the

effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate 21.0%

Increase in valuation allowance (21.0%)

Effective income tax rate 0.0%

Due to the change in ownership

provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual

Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note 5 - Commitments

8 unchanged sentences

Preferred Stock

As of June 30, 2022, t he

authorized preferred stock of the Company was 5,000,000 shares with a par value of $0.0001.

There were no shares of

Preferred Stock issued and outstanding as of June 30, 2022 and June 30, 2021.

As of June 30, 2022, the

authorized common stock of the Company was 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 June 30, 2022 and June 30, 2021, respectively.

The authorized preferred stock

of the Company consists of 5,000,000 shares with a par value of $0.0001.

There were 0 shares of Preferred Stock issued

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

As of June 30, 2023, the authorized

common stock of the Company consists of 500,000,000 shares with a par value of $0.0001.

As of June 30, 2022, the authorized

common stock of the Company consists of 200,000,000 shares with a par value of $0.0001.

There were 283,825,031 and 178,750,031 shares

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

On or about May 3, 2023, the Company

sold 5,000,000 shares of our Common Stock to Longside Ventures, Inc.

at $.02 per share for total proceeds of $ 100,000 .

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

2 unchanged sentences

Additional Paid-In Capital

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 $ 10,413 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

Additional Paid-In Capital

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 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.

Note 7 - Related-Party

We utilize the home office space

1 unchanged sentence

Note 8 - Subsequent Events

Management has reviewed

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

material to disclose except for the following:

On July 19, 2022, the Company filed

an amendment to its Articles of Incorporation with the Nevada Secretary of State, whereas, effective immediately upon filing, it

changed its name from Prime Time Holdings, Inc.

to Sparx Holdings Group, Inc., and increased its authorized shares of common stock

to 500,000,000 shares.

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.

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

This corporate action is pending.

We do not yet know what the

Company’s ticker symbol will be changed to, and the ticker symbol chosen will be dependent on current availability and FINRA

The legal date of our name change,

July 19, 2022 will differ from the market release date when posted on FINRA’s daily list.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure.

Management has reviewed financial

transactions for the Company subsequent to the period ended June 30, 2023 and has found that there was nothing material to disclose except

for the following:

Subsequent to June 30, 2023, the

Company’s director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling approximately $ 2,666 .

These payments are considered

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

In July and August of 2023, the

Company sold 1,525,000 shares of our Common Stock to various shareholders at $0.02 per share, for total proceeds of $ 30,500 ,

pursuant to our active Tier 2 Regulation A Offering.

All of the proceeds went directly to the Company to be used for working

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data