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Item 9A. Controls and Procedures

2023-09-08 compared with 2022-08-01 · 431 added, 304 removed, 33 unchanged (96% of the section changed)

Item 9A Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,”

as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required

to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC's rules and forms, and that such information is accumulated and communicated to our management, which at this time consists

of our officer and director, Cassandra DeNunzio, and our director, Jeffrey DeNunzio.

As of June 30, 2022, the end of the year covered

by this Report, we carried out an evaluation, under the supervision of Ms.

Cassandra DeNunzio, our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of the design and the operation of our disclosure controls and procedures.

concluded that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to

material weaknesses identified below.

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing and

maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Internal control

over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted

accounting principles.

Our management assessed our internal control over financial reporting using the criteria in Internal Control –

Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation under the framework in COSO,

our management concluded that our internal control over financial reporting was ineffective as of June 30, 2022 based on such criteria.

Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls

and that may be considered material weaknesses.

A material weakness is a significant deficiency, or combination of deficiencies, in internal

control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial

statements will not be prevented or detected.

As a result of the determination that there was a lack of resources to provide segregation

of duties consistent with control objectives, the lack of a formal audit committee, and the lack of a formal review process that includes

multiple levels of review over financial disclosure and reporting processes, management has determined that material weaknesses existed

as of June 30, 2022.

The weaknesses and the related risks are not uncommon

in a company of our size because of the limitations in the size and number of our staff.

To address these material weaknesses, and subject

to the receipt of additional financing or cash flows, we intend to undertake remediation measures to address the material weaknesses described

in this Report, including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources

to ensure appropriate review and oversight.

A control system, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions,

regardless of how remote, and may not prevent or detect all errors and all fraud.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a

simple error or mistake.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Auditor’s Report on Internal Control Over Financial Reporting

This Report does not include an attestation report

of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was

not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide

only management’s report in this Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control

over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during

the fourth quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control

and Procedures.

Disclosure Controls and Procedures

The Company has adopted

and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed

in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within

the time periods specified in the rules of the SEC.

The Company’s disclosure controls and procedures are also designed to

ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

required under Exchange Act Rule 13a-15, the Company’s Chief Executive Officer who also serves as our Principal Financial

Officer, Cassandra DeNunzio, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the

period covered by this report.

Based on that evaluation, Cassandra DeNunzio, concluded that the disclosure controls and procedures are ineffective.

Our Chief Executive

Officer and Chief Financial Officer, Cassandra DeNunzio, has reviewed the effectiveness of our disclosure controls and procedures (as defined

in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report June 30, 2023 and has concluded

that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the

Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission,

and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the

Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including

its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Management’s Report on Internal

Control over Financial Reporting

The Company’s

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange

Act Rule 13a-15(f).

The Company’s internal control over financial reporting is designed to provide reasonable assurance to

the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and

criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.

Based on the assessment, management concluded that, as of June 30, 2023, the Company’s internal control over financial reporting

is ineffective based on those criteria.

The Company’s

management, Cassandra DeNunzio, who serves as our Chief Executive Officer, and Chief Financial Officer, does not expect that the Company’s

disclosure controls and procedures and its internal control processes will prevent all error and all fraud.

A control system, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been

These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns

can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion

of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon

certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its

stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions,

or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and may not be detected.

However, these inherent limitations are

known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though

not eliminate, this risk.

The matters involving

internal controls and procedures that our Chief Executive Officer, Cassandra DeNunzio, considered to be material weaknesses under the standards

of the Committee of Sponsoring Organizations of Treadway Commission were:

domination of management by a single individual without adequate

compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment

and monitoring of required internal controls and procedures;

inadequate segregation of duties consistent with control objectives, and

lack of an audit committee.

The Company believes that

the material weaknesses are due to the Company’s limited resources and early stages of development, which have not allowed enough

time for the Company to remedy any such weaknesses.

Our Chief Executive

Officer, Cassandra DeNunzio, believes that the material weaknesses did not have an effect on our financial results.

However, management

believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the

establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial

statements in future periods.

Our Chief Executive

Officer recognizes that its controls and procedures would be substantially improved if we had an audit committee and or two individuals

serving as officers, and as such, is actively seeking to remediate this issue.

Management’s Remediation Initiatives

In an effort to remediate the identified

material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series

We intend to create a position to segregate

duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting

function when funds are available to us.

Furthermore, we plan to appoint one or more outside directors to our board of directors who

shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment

and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management

when funds are available to us.

Management believes that the appointment

of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning

audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement

these initiatives however, the early stages of our current development, and other business initiatives will likely slow this implementation

or divert our attention.

Auditor’s Report on Internal Control

Over Financial Reporting

This Report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report

was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to

provide only management’s report in this Report.

Changes in Internal Control Over Financial

There have been no changes in our internal

control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred

during the fourth quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate

Each of our directors holds office until the next

annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal.

Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.

Our current executive officers and directors and

additional information concerning them are as follows:

Directors, Executive Officers and Corporate Governance.

Biographical information regarding the officers and Directors of the Company,

who will continue to serve as officers and Directors of the Company are provided below:

Cassandra DeNunzio

1 unchanged sentence

Jeffrey DeNunzio

Cassandra DeNunzio , age 30, attended the University of New Hampshire on a full merit-based

scholarship and graduated Summa cum Laude with her Bachelor of Science Degree in Electrical Engineering (BSEE) in 2014.

2016, she received her Master of Science Degree in Electrical Engineering (MSEE) from Columbia University in the City of New York, and

in 2019 she received her Master of Business Administration (MBA) Degree from Arkansas State University.

In February of 2016, she took

a position as an Electrical Engineer for Johnson Controls International Plc (JCI), formerly Tyco Fire Protection Products.

her tenure at JCI, Ms.

DeNunzio designed and developed new technology products, worked alongside approval agencies to test ground-breaking

ideas, and assisted customers in implementing solutions.

Her accolades include presenting and winning awards for her works at internal

research conferences and receiving recognition as an inventor on seven patent applications filed with the United States Patent and Trademark

Office (USPTO).

Cassandra left her position at JCI in October of 2020 and worked for Science Applications International Corporation (SAIC)

as a defense contractor.

She held the position of Senior Electrical Engineer for SAIC for about 9 months while working on projects and

contracts for the U.S.

Cassandra DeNunzio was appointed Director on May 18, 2022.

She also serves as our Chief Financial Officer, Chief Financial Officer, President, Secretary, and Treasurer.

Jeffrey DeNunzio is a Director of

Cassandra DeNunzio , age 31,

attended the University of New Hampshire on a full merit-based scholarship and graduated Summa cum Laude with her Bachelor

of Science Degree in Electrical Engineering (BSEE) in 2014.

In 2016, she received her Master of Science Degree in Electrical Engineering

(MSEE) from Columbia University in the City of New York, and in 2019 she received her Master of Business Administration (MBA) Degree from

Arkansas State University.

In February of 2016, she took a position as an Electrical Engineer for Johnson Controls International

Plc (JCI), formerly Tyco Fire Protection Products.

During her tenure at JCI, Ms.

DeNunzio designed and developed new technology products,

worked alongside approval agencies to test ground-breaking ideas, and assisted customers in implementing solutions.

Her accolades include presenting

and winning awards for her works at internal research conferences and receiving recognition as an inventor on numerous patent

applications filed with the United States Patent and Trademark Office (USPTO).

Cassandra left her position at JCI in October of 2020 and

worked for Science Applications International Corporation (SAIC) as a defense contractor.

She held the position of Senior Electrical Engineer

for SAIC for about 9 months while working on projects and contracts for the U.S.

On August 22, 2021, Ms.

DeNunzio founded Sparx Technologies, LLC, an emerging fire protection technology

company committed to developing innovative products to protect businesses and building owners against highly challenging fires.

filed a provisional patent application on January 28, 2022 with Sparx Technologies, LLC to protect the company's commercial vision to

employ software and electronics in fire sprinkler design.

DeNunzio founded Sparx

Technologies, LLC, an emerging fire protection technology company committed to developing innovative products to protect businesses and

building owners against highly challenging fires.

DeNunzio filed a provisional patent application on January 28, 2022 with Sparx Technologies,

LLC to protect the company's commercial vision to employ software and electronics in fire sprinkler design.

Jeffrey DeNunzio , age 32, graduated Cum Laude

3 unchanged sentences

His experience spans from small start up stage companies, to multi million dollar publicly listed companies.

acumen and customized consultation strategies have spanned across various industries, including, but not limited to, hemp, crypto currency,

real estate and healthcare.

He has resurrected defunct corporate charters, originated Form 10 Shell Companies, written and filed S-1

Registration Statements, Form 1-A Registration Statements and also prepared the ongoing SEC filings necessary for companies to remain

in good standing with the Securities and Exchange Commission.

DeNunzio has vast experience in corporate structuring, reverse triangular

mergers and spearheading the business operations and trading processes of various companies of both domestic and foreign origin.

Committees of the Board

We currently do not have nominating, compensation, or

audit committees, or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee charter.

Our board of directors believes that it is not necessary to have such committees given our current size and the limited scope of our

Currently, our board of directors is performing the functions of such committees.

In lieu of an Audit Committee, our board of

directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope,

results, and effectiveness of the annual audit of our financial statements and other services provided by our independent registered

public accounting firm.

Our board of directors review our internal accounting controls, practices, and policies.

Audit Committee Financial Expert

Our board of directors have determined that we do

not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation

We believe that given our current size and the limited scope of our business, retaining an independent director who would qualify

as an audit committee financial expert would be overly costly and burdensome.

We will consider establishing an Audit Committee, and identifying

an individual to serve as an independent director and as the audit committee financial expert when so required.

Involvement in Certain Legal Proceedings

None of our executive officers and directors have been involved in or a party to any of the following events or actions during the past ten years:

Any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer either at or within two years prior to the time of such filing;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, such person from, or otherwise limiting, the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice;

or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

Being found by a court of competent jurisdiction (in a civil action) or the SEC to have violated a Federal or State securities law, and the judgment has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of :(i) any Federal or State securities or commodities law or regulation;

(ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a formal Code of Ethics.

have no employees, one officer, and only two total directors, one of which is also our sole officer.

In the event we commence

substantive operations, or the number of employees, number of officers, and/or number of directors increases in the future, we may

take actions to adopt a formal Code of Ethics.

Nomination of Directors

As of August 1, 2022, we had not effected any material

changes to the procedures by which our stockholders may recommend nominees to our board of directors.

We do not have any defined policy

or procedural requirements for stockholders to submit recommendations or nominations for directors.

Our board of directors believes that,

given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations

develop to a more advanced level.

We do not currently have any specific or minimum criteria for the election of nominees to our board

of directors and we do not have any specific process or procedure for evaluating such nominees.

Our board of directors will assess all

candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with our board

of directors may do so by directing a written request addressed to the Company with the address appearing on the first page of this Report.

Compliance with Section 16(A) of the Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s

directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the

Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

Directors, executive officers and

greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed

by them in compliance with Section 16(a).

Based solely on our review of certain reports filed

with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports

required to be filed with respect to transactions in our common stock during the fiscal year ended June 30, 2022 have not been filed and

have been brought to the attention of management.

His business acumen

and customized consultation strategies have spanned across various industries, including, but not limited to, hemp, crypto currency, real

estate and healthcare.

He has resurrected defunct corporate charters, originated Form 10 Shell Companies, written and filed S-1 Registration

Statements, Form 1-A Registration Statements and also prepared the ongoing SEC filings necessary for companies to remain in good standing

with the Securities and Exchange Commission.

DeNunzio has vast experience in corporate structuring, reverse triangular mergers and

spearheading the business operations and trading processes of various companies of both domestic and foreign origin.

From 2012 to Present, Mr.

DeNunzio has served as President of V Financial

where he assists issuers with edgarization services and various related consulting services.

Jeffrey DeNunzio also served as the sole officer and Director Better For

You Wellness, Inc., formerly known as, Fast Track Solutions, Inc., from December 1, 2020 through July 30, 2021.

Additionally, he served

as sole officer and Director of Dr.

Foods, Inc., formerly known as, Catapult Solutions, Inc., from February 26, 2021 through July 23,

Corporate Governance

The Company promotes accountability for adherence

to honest and ethical conduct;

endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents

that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by

and strives to be compliant with applicable governmental laws, rules and regulations.

The Company has not formally adopted

a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not

required to do so.

In lieu of an Audit Committee, the Company’s

Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the

scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s

independent public accountants.

The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review

the Company's internal accounting controls, practices and policies.

Family Relationships

We have one officer, Cassandra DeNunzio.

have two directors which consists of Cassandra DeNunzio and Jeffrey DeNunzio.

Cassandra DeNunzio and Jeffrey DeNunzio are siblings.

Our controlling shareholder, NVC Holdings, LLC is owned and controlled by its members Jeffrey DeNunzio and Thomas DeNunzio.

DeNunzio is the father of Jeffrey DeNunzio and Cassandra DeNunzio.

There are no arrangements or understandings

between an executive officer or director and any other person pursuant to which he or she was selected as an executive officer or

Jeffrey DeNunzio and Cassandra DeNunzio are siblings.

Director Independence

We do not have any independent directors.

Committees of the Board of Directors

Our Board does not have any committees, as companies whose securities are

not traded on a national exchange are not required to have Board committees.

However, at such time in the future that we appoint independent

directors on our Board, we expect to form the appropriate Board committees and identity an audit committee financial expert.

All functions

of an audit committee, nominating committee and compensation committee are and have been performed by our Board.

Director Nominations

Our Board believes that, considering our size, decisions relating to director

nominations can be made on a case-by-case basis by all members of the Board without the formality of a nominating committee or a nominating

committee charter.

To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although

we reserve the right to do so in the future.

The Board does not have an express policy with regard to the consideration

of any director candidates recommended by shareholders since the Board believes that it can adequately evaluate any such nominees on a

case-by-case basis;

however, the Board will evaluate shareholder-recommended candidates under the same criteria as internally generated

Although the Board does not currently have any formal minimum criteria for nominees, substantial relevant business and industry

experience would generally be considered important, as would the ability to attend and prepare for Board, committee and shareholder meetings.

Any candidate must state in advance his or her willingness and interest in serving on the Board.

Board Oversight

Our management is responsible for managing risk and bringing the most material

risks facing the Company to the Board’s attention.

Because we do not yet have separately designated committees, the entire Board

has oversight responsibility for the processes established to report and monitor material risks applicable to the Company relating to

(1) the integrity of the Company’s financial statements and review and approve the performance of the Company’s internal audit

function and independent accountants, (2) succession planning and risk related to the attraction and retention of talent and to the design

of compensation programs and arrangements, and (3) monitoring the design and administration of the Company’s compensation programs

to ensure that they incentivize strong individual and group performance and include appropriate safeguards to avoid unintended or excessive

risk taking by Company employees.

Board Diversity

While we do not have a formal policy on diversity, our Board considers

diversity to include the skill set, background, reputation, type and length of business experience of our Board members, as well as a

particular nominee’s contributions to that mix.

Although there are many other factors, the Board seeks individuals with industry

knowledge and experience, senior executive business experience, and legal and accounting skills.

Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our

Company have a written nominating, compensation or audit committee charter.

Our sole Director believes that it is not necessary to have

such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Committee Financial Expert

sole Director has determined that we do not have a board member that qualifies as an “audit committee financial expert” as

defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is

used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)

of the FINRA Rules.

believe that the sole Director is capable of analyzing and evaluating our financial statements and understanding internal controls and

procedures for financial reporting.

The sole Director of the Company does not believe that it is necessary to have an audit committee

because management believes that the Board of Directors can adequately perform the functions of an audit committee.

In addition, we believe

that retaining an independent Director who would qualify as an " audit committee financial expert " would be overly costly

and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any

positive cash flows from operations to date.

in Certain Legal Proceedings

Director and our Executive officers have not been involved in any of the following events during the past ten years:

petition filed by or against any business of which such person was a general partner or executive officer either at the time of the

bankruptcy or within two years prior to that time;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;

being found by a court

of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal

or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Such person was found by

a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and

the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by

a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities

law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed,

suspended or vacated;

Such person was the subject

of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject

of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as

defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such

time as we are required to do so.

have not adopted a formal Code of Ethics.

The Board of Directors evaluated the business of the Company and the number of employees and

determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,

business conduct and securities laws are adequate ethical guidelines.

In the event our operations, employees and/or Directors expand

in the future, we may take actions to adopt a formal Code of Ethics.

Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.

The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little

assistance until our business operations develop to a more advanced level.

Our Company does not currently have any specific or minimum

criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such

The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations

for election or appointment.

shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief

Executive Officer, at the address appearing on the first page of this Annual Report.

Executive Compensation.

The table below summarizes all compensation

awarded to, earned by, or paid to our named executive officers, which is defined as follows:

(i) all individuals serving as our

principal executive officer during the year ended June 30, 2021 and or June 30, 2022;

(ii) each of our two most highly compensated

executive officers who were serving as executive officers at the end of the year ended June 30, 2021 and or June 30,

and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual

was not serving as an executive officer as of the end of the year ended June 30, 2021 and or June 30, 2022.

principal position

Fiscal Year Ended December 31,

Incentive Plan

DeNunzio, President, CEO, CFO, Treasurer, Secretary, and Director

DeNunzio, Director

Outstanding Equity Awards at Fiscal Year-End

We had no outstanding equity awards at the year ended June 30, 2022.

Potential Payments Upon Termination or Change-of-Control

None of our named executive officers or

directors are entitled to any payments upon termination or change-of-control.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide

retirement or similar benefits for our directors or executive officers.

Employment Agreements

We have no employment agreements with any of our named executive

officers or directors.

Compensation of Directors

We did not pay any of our directors any compensation

during the fiscal year ended June 30, 2022, whether in their capacity as a named executive officer or as a director.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth, as of August 1, 2022,

the number of shares of common stock owned of record and beneficially by (i) each of our current directors, (ii) each of our named executive

officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to be the beneficial owner of

more than 5% of our outstanding common stock.

Beneficial ownership has been determined in accordance with the rules and regulations of

the SEC and includes voting or investment power with respect to shares.

Unless otherwise indicated, the persons named in the table have

sole voting and investment power with respect to the number of shares indicated as beneficial owned by them.

The percentage of voting control

held by each listed party is based on 178,750,031 shares of Common Stock, $0.0001 par value, issued and outstanding as of the date of

thi s report.

Name and Address of Beneficial Owner

Compensation Table:

officers and directors have not received any cash compensation since inception.

In partial consideration

for the exclusive license granted by Sparx Technologies, LLC to the Company, the Company

paid Sparx Holdings, LLC, a limited liability company, controlled and solely owned by Ms.

Cassandra DeNunzio, a non-refundable license fee upon execution of patent license agreement

in the amount of One Hundred Million (100,000,000) shares of the Company’s common stock

with a par value of $0.0001.

There is no option or non-cash compensation plan at this time.

following table sets forth the compensation of the Company's officers and directors for the fiscal year ended June 30 th 2022

and June 30 th 2023.

Ended June 30

Jeffrey DeNunzio, Director

Cassandra DeNunzio,

Sole Officer, Director 1

Cassandra Denunzio is deemed to be the indirect beneficial owner of 100,000,000 common shares issued by us with a par value of $0.0001

on August 29, 2022, to Sparx Holdings, LLC.

table above summarizes all compensation of our directors through our most recent fiscal year end June 30, 2023 as well as the prior

fiscal year end June 30, 2022.

Option Grants

have not granted any stock options to our executive officers or directors since our incorporation.

do not have an employment or consulting agreement with our sole officer or our two current directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information as to

285,350,031 shares of our common stock issued, outstanding, and beneficially owned as of September 8, 2023 by (i) each person known to

us to be the beneficial owner of more than 5% of our common equity;

(ii) each Director;

(iii) each Executive Officer;

and (iv) all of

our Directors and Executive Officers as a group.

Unless otherwise indicated in the footnotes following the table, the persons as to whom

the information is given had sole voting and investment power over the shares of common equity shown as beneficially owned by them.

ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that shares subject to options currently

exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing

the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership

of each other person.

and Address of Beneficial Owner

Amount and Nature of

5 unchanged sentences

Approximate Percentage of Class

Approximate Total Voting Percentage

Officers and Directors

Jeffrey DeNunzio (1)

Cassandra DeNunzio (2)

Total Voting Percentage

and Directors

or Greater Shareholders

NVC Holdings, LLC (3)

Total Voting Percentage (5% or greater shareholders and Officers/ Directors as a group)

Holdings, LLC (3)

Holdings, LLC (4)

Voting Percentage (5% or greater shareholders and Officers/ Directors as a group)

_________________________________________

(1) Jeffrey DeNunzio serves as our Director.

DeNunzio’s personally owns 17,500 shares of our Common Stock.

Jeffrey DeNunzio directly

owns 17,500 shares of our Common Stock.

These shares were acquired in open market transactions.

be noted that Jeffrey DeNunzio also shares equal ownership of NVC Holdings, LLC, a Wyoming Limited Liability Company, with his father,

Thomas DeNunzio.

NVC Holdings, LLC is our majority shareholder.

Cassandra DeNunzio serves as our Chief

Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.

Cassandra Denunzio personally owns

DeNunzio indirectly owns 75,035,804

shares of our common stock by and through NVC Holdings, LLC, a Wyoming Limited Liability Company owned and controlled equitably by his

father Thomas DeNunzio and himself.

DeNunzio is deemed to be the beneficial owner of these shares held by NVC Holdings, LLC.

Cassandra DeNunzio serves as our Chief Executive Officer, Chief

Financial Officer, President, Secretary, Treasurer, and Director.

DeNunzio directly owns 100,000 shares of our Common Stock.

shares were acquired in open market transactions.

DeNunzio indirectly owns 100,000,000 shares of our common stock by and through Sparx

Holdings, LLC, a Wyoming Limited Liability Company owned and controlled solely by Ms.

DeNunzio is deemed to be the beneficial

owner of shares held by Sparx Holdings, LLC.

(3) NVC Holdings, LLC, is the direct and beneficial owner of 150,000,000

shares of our Common Stock.

These shares were acquired in open market transactions.

(3) Ownership of NVC Holdings, LLC, a Wyoming Limited

Liability Company, is shared equally between Jeffrey DeNunzio and his father, Thomas DeNunzio.

NVC Holdings, LLC is the beneficial owner

of 150,000,000 shares of Common Stock.

Changes in Control

We do not know of any arrangements that may, at a

subsequent date, result in a change in control.

Certain Relationships and Related Transactions.

Related Party Transactions

Other than the transactions described below, since

June 30, 2021, the date of our incorporation, there has not been, nor is there currently proposed, any transaction or series of similar

transactions to which we were or will be a party:

which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end;

which any director, executive officer, stockholders who beneficially own more than 5% of our common stock or any member of their

immediate family had or will have a direct or indirect material interest.

Office Space and Equipment

We utilize the home office space and equipment

of our management at no cost.

Additional information

On September 17, 2021, the Company completed

a Nevada holding company reorganization pursuant to NRS.

Our common stock previously traded in the OTC Markets under our former ticker

symbol “CHSO” under which the common stock previously listed and traded until the new ticker symbol “PRTM” was

announced on September 20, 2021, on the Financial Industry Regulatory Authority’s daily list with a market effective date of September

Currently, NVC Holdings, LLC, a Wyoming LLC owned and controlled by

Jeffrey DeNunzio and Thomas DeNunzio, is our controlling shareholder, owning 150,000,000 common shares.

Jeffrey DeNunzio is the

brother of Cassandra DeNunzio.

Thomas DeNunzio is the father of Cassandra DeNunzio and Jeffrey DeNunzio.

Jeffrey DeNunzio and

Cassandra DeNunzio are currently are only directors and Cassandra DeNunzio is our sole officer.

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, also paid expenses on

behalf of the company totaling $960 during the period ended June 30, 2021.

(4) Sparx Holdings, LLC, is the direct and beneficial owner

of 100,000,000 shares of our Common Stock.

Thomas DeNunzio directly owns 35,804 shares of our common stock

that were purchased in open market transactions.

DeNunzio indirectly owns 75,035,804 shares of our common stock by and through

NVC Holdings, LLC, a Wyoming Limited Liability Company owned and controlled equitably by his son Jeffrey DeNunzio and himself.

DeNunzio is deemed to be the beneficial owner of these shares held by NVC Holdings, LLC.

Certain Relationships and Related Transactions, and Director Independence.

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.

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 Company’s Chief

Executive Officer, Cassandra DeNunzio, contributed cash totaling $4,001 to the Company during the period ended June 30, 2023.

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.

We utilize the home office space and equipment of our management at no

Director Independence

We are not listed on any exchange that requires directors to be independent.

our own definition for determining whether our directors or nominees for directors are “independent,” nor have we adopted

any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current

directors would not be deemed to be “independent” under any applicable definition given that they are officers of the

Established any committees of our board of directors.

Currently, the Company does not have any independent directors.

the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence”

of the NASDAQ Stock Market to make this determination.

Under NASDAQ Listing Rule 5605(a)(2), an "independent director"

is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion

of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of

We do not currently have a separately designated

audit, nominating or compensation committee.

However, we do intend to comply with the independent director and committee composition

requirements in the future.

Review, Approval and Ratification of Related

Party Transactions

Given our small size and limited financial resources,

we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described

above, with our executive officer(s), Director(s) and significant stockholders.

We intend to establish formal policies and procedures

in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to

the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.

On a moving forward basis, our Directors

will continue to approve any related party transaction.

Principal Accounting Fees and Services.

Below is the approximate aggregate amount

of fees billed for professional services rendered by our principal

accountants with respect to the year ended June 30, 2022, and June 30, 2021 respectively.

Audit-related

Policies and Procedures

Currently, we do not have a separately designed Audit

Instead, our entire board of directors performs those functions.

Accordingly, our board of directors was responsible for pre-approving

all services provided by our independent registered public accounting firm.

The above fees were reviewed and approved by our board of

directors before the services were rendered.

is the approximate aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our

last two fiscal year ends, each having ended June 30 th.

BF Borgers CPA PC

fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements

included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory

filings or engagements.

These values are approximations.

Audit-related fees represent professional services rendered for assurance and

related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements

that are not reported under audit fees.

These are also approximations.

fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

All other fees

represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

Exhibits, Financial Statement Schedules.

(a) Financial Statements

Our financial statements are listed in

the index under Item 8 of this document;

All financial statement schedules are

omitted beca use they are not applicable, not material or the required information

is shown in the financial statements or notes thereto.

Exhibits required by Item 601 of Regulation S-K.

statements for our company are listed in the index under Item 8 of this document

All financial

statement schedules are omitted because they are not applicable, not material or the required information is already shown in the financial

statements or notes.

(b) Exhibits required

by Item 601 of Regulation S-K.

of Incorporation (1)

of Amendment (2)

Certification

of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,

with respect to the registrant’s report on Form 10-K for the year ended June 30, 2022 (3)

Certification

of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

Instance Document (4)

Taxonomy Extension Schema (4)

Taxonomy Extension Calculation Linkbase (4)

Taxonomy Extension Definition Linkbase (4)

Taxonomy Extension Label Linkbase (4)

Taxonomy Extension Presentation Linkbase (4)

as an exhibit to the Company's Form 10-12G, as filed with the SEC on July 26, 2021, and incorporated herein by this reference.

as an exhibit to the Company's Form 8-K, as filed with the SEC on July 22, 2022, and incorporated herein by this reference.

accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form

10-K shall be deemed “furnished” and not “filed”.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Amended and Restated By-laws (3)

Certification of the Company’s Principal Executive and Prinipal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)

Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

____________________

as EX-3.1 to Form 10-12G on July 26, 2021.

as EX-31 to Form 8-K filed on July 22, 2022.

as EX-3.2 to Form 1-A filed on March 31, 2023.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Sparx Holdings Group, Inc.

/s/ Cassandra DeNunzio

Cassandra DeNunzio

Chief Executive Officer and Chief Financial Officer,

(Principal Executive Officer and Principal Financial

August 1, 2022

Cassandra DeNunzio, Chief

Executive Officer

September 8, 2023

/s/ Cassandra DeNunzio

Cassandra DeNunzio, Chief

Financial Officer

September 8, 2023

In accordance with

the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated.

/s/ Cassandra DeNunzio

Cassandra DeNunzio, Chief

Executive Officer

September 8, 2023

/s/ Cassandra DeNunzio

Cassandra DeNunzio, Chief

Financial Officer

September 8, 2023

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 9A. Controls and Procedures