What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-04-24 · 236 added, 321 removed, 83 unchanged (87% of the section changed)

1 unchanged sentence

Sparx Holdings Group, Inc.

September 30, 2023

June 30, 2023

CURRENT ASSETS

Cash and cash equivalents

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accrued Expenses

TOTAL LIABILITIES

Stockholders’ Equity (Deficit)

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

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

value, 5 00,000,000 shares

authorized, 278,825,031 shares issued and outstanding

as of March 31, 2023;

$ .0001 par value, 200,000,000 shares authorized, 178,750,031 shares issued and outstanding as of June 30, 2022)

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

0 issued and outstanding as of September 30, 2023 and June 30, 2023)

Common stock ($ .0001 par value, 500,000,000 shares authorized, 285,350,031 and 283,825,031 issued and outstanding as of September 30, 2023 and June 30, 2023, respectively)

Additional paid-in capital

5 unchanged sentences

OF OPERATIONS

Months Ended March 31, 2023

Months Ended March 31, 2022

Months Ended March 31, 2023

Months Ended March 31, 2022

and administrative expenses

September 30, 2023

September 30, 2022

Operating expenses

and Diluted net loss per common share

Research & Development

General & Administrative

Total operating expenses

Basic and Diluted net loss per common share

average number of common shares outstanding - Basic and Diluted

2 unchanged sentences

OF CHANG ES IN STOCKHOLDERS’

THE PERIOD ended March 31, 2023

Value Common Shares

Paid-in Capital

June 30, 2022

issued as compensation

paid on behalf of the Company and contributed to capital

September 30, 2022

paid on behalf of the Company and contributed to capital

December 31, 2022

issued as compensation

paid on behalf of the Company and contributed to capital

March 31, 2023

THE PERIOD ENDED SEPTEMBER 30, 2023

Common Shares

Par Value Common Shares

Additional Paid-in Capital

Accumulated Deficit

Balances, June 30, 2023

Common shares sold

Expenses paid on behalf of the Company and contributed to capital

Balances, September 30, 2023

HOLDINGS GROUP, INC.

OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THE PERIOD ended March 31, 2022

Value Common Shares

Paid-in Capital

June 30, 2021

shares issued in reorganization

paid on behalf of the Company and contributed to capital

September 30, 2021

paid on behalf of the Company and contributed to capital

December 31, 2021

paid on behalf of the Company and contributed to capital

March 31, 2022

THE PERIOD ENDED SEPTEMBER 30, 2022

Common Shares

Par Value Common Shares

Additional Paid-in Capital

Accumulated Deficit

Balances, June 30, 2022

Shares issued as compensation

Expenses paid on behalf of the Company and contributed to capital

Balances, September 30, 2022

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

1 unchanged sentence

OF CASH FLOWS

Nine Months Ended

March 31, 2023

Nine Months Ended

March 31, 2022

Three Months September 30, 2023

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustment to reconcile net loss to net cash used in operating activities:

contributed to capital

in current assets and liabilities:

cash used in operating activities

change in cash

DISCLOSURE OF CASH FLOW INFORMATION:

Expenses contributed to capital

Share-based compensation

Changes in current assets and liabilities:

Accrued expenses

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES

Cash from the sale of common shares

Net cash provided by financing activities

Net change in cash

Beginning cash balance

Ending cash balance

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid

Income taxes paid

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

2 unchanged sentences

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.”

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

of the Company.

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.

(“CHSO” or “Predecessor”),

Sparx Holdings Group, Inc., FKA “Prime Time Holdings, Inc.” (“Successor”), and Prime Time Merger Sub, Inc.

Immediately 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.

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.

On September 15, 2021,

Prime Time Holdings, Inc.

filed Articles of Merger with the Nevada Secretary of State.

The merger became effective on September 17, 2021,

at 9:00 AM PST (“Effective Time”).

At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger),

and Predecessor became the surviving corporation.

Each share of Predecessor common stock issued and outstanding immediately prior to the

Effective Time was converted into one validly issued, fully paid and non-assessable share of Prime Time Holdings, Inc.’s (“Successors”)

common stock.

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.

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.

China Shouguan Investment Holding Group Corp.

as a stand-alone company.

Our 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.

The 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”;

or “sale” within the meaning of Section 2(3) of the

Securities Act of 1933.

On May 18, 2022, Mr.

Jeffrey DeNunzio resigned as

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

He remains a Director of the

The resignations of Mr.

Jeffrey DeNunzio were not

the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

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 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.

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.

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.

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

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 is now SHGI.

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.

Sparx Holdings Group, Inc.

(“the Company”), formerly known as “Prime Time Holdings, Inc.”, was incorporated on June 30, 2021 in the State of

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

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.

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.

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.

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.

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.

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 transaction.

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

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

provisional application with Serial No.

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

In addition, an international patent

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

It is included herein by

Company is seeking business opportunities in the area of fire suppression technologies.

Currently, the company is developing a battery-operated wireless electronic fire sprinkler network, which it has named the “Sparx™

Smart Sprinkler System.” The development of the Sparx™ Smart Sprinkler System is in its early stages, with a full prototype of the

entire system nearing completion.

Sparx™ Smart Sprinkler System is being designed to seamlessly integrate with conventional sprinklers typically found in warehouses

and commercial spaces.

It distinguishes itself through its sensor-based design, with initial tests showing prompt detection of fire hazards.

The Sparx™ Smart Sprinkler System is intended to activate targeted sprinkler heads surrounding the fire's origin and halt its potential

The Company has elected June 30 th

7 unchanged sentences

of the financial statements.

The preparation

of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

These financial statements should be read in conjunction with the audited financial statements and notes

thereto contained in the Company’s most recent audited financial statements contained within the Company’s Annual Report

on Form 10-K, filed with the SEC on September 8, 2023 (the “2023 Annual Report”).

In the opinion of management, all adjustments,

necessary in order to make the financial statements not misleading have been included.

Actual results could differ from those estimates.

consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for

the interim period presented have been reflected herein.

The results of operations for the interim period are not necessarily indicative

of the results to be expected for the full fiscal year.

Notes to the consolidated financial statements, which would substantially duplicate

the disclosures contained in the audited financial statements for the most recent fiscal period as reported in the 2023 Annual Report,

have been omitted.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

In the opinion of management,

all adjustments necessary in order to make the financial statements not misleading have been included.

Actual results could differ from

those estimates.

and Cash Equivalents

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

Cash and cash equivalents at March 31, 2023 and June 30, 2022 were $ 0 for

both periods.

T he Company accounts for income

taxes under ASC 740, “ Income Taxes .” Under the asset and liability method of ASC 740, deferred tax assets and

liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.

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

Cash and cash equivalents at September 30, 2023 and June 30, 2023 were $ 107,159 and $ 100,219 respectively.

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment

A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize

tax assets through future operations.

No deferred tax assets or liabilities were recognized at March 31, 2023 and June 30, 2022.

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

Earnings (Loss) Per Share

The Company computes

basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share .

Basic earnings (loss) per

share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common

stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially

dilutive instruments as of March 31, 2023 and, thus, anti-dilution issues are not applicable.

Value of Financial Instruments

Company’s balance sheet includes certain financial instruments.

The carrying amounts of current assets and current liabilities

approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected

ASC 820, Fair

Value Measurements and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer

a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between

market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market

participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s

own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active

markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the

fair value hierarchy are described below:

- Level 1 - Unadjusted

quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs

other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including

quoted prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets

that are not active;

The Company’s

balance sheet includes certain financial instruments.

The carrying amounts of current assets and current liabilities approximate their

fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements

and Disclosures , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an

exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants

on the measurement date.

ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions

developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about

market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy

are described below:

- Level 1 - Unadjusted quoted prices

in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs other than quoted

prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices

for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are

inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);

that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs

that are both significant to the fair value measurement and unobservable.

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

March 31, 2023.

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

values due to the short-term nature of these instruments.

and inputs that are

derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs that are both

significant to the fair value measurement and unobservable.

Fair value estimates discussed herein

are based upon certain market assumptions and pertinent information available to management as of September 30, 2023.

The respective carrying

value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

These financial instruments include accrued expenses.

1 unchanged sentence

transactions.

ASC 718, “ Compensation

– Stock Compensation ”, prescribes accounting and reporting standards for all share-based payment transactions in which

employee services are acquired.

Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other

equity instruments such as employee stock ownership plans and stock appreciation rights.

Share-based payments to employees, including

grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values.

expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the

requisite service period (usually the vesting period).

The Company accounts for stock-based

compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “ Equity – Based Payments

to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value

of whichever is more reliably measurable:

“Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment

transactions in which employee services are acquired.

Transactions include incurring liabilities, or issuing or offering to issue

shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.

payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial

statements based on their fair values.

That expense is recognized over the period during which an employee is required to provide

services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for

stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity

– Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the

fair value of whichever is more reliably measurable:

(a) the goods or services received;

or (b) the equity instruments issued.

value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no

stock-based compensation plans as of March 31, 2023.

The Company’s stock-based compensation

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

fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance

completion date.

The Company had no stock-based compensation plans as of September 30, 2023.

The Company’s stock-based

compensation for the periods ended September 30, 2023 and September 30, 2022 were $0 and $10,000 respectively.

Issued Accounting Pronouncements

16 unchanged sentences

which includes a number of optional practical expedients that entities may elect to apply.

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

standard(s) mentioned above.

The Company has

implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that

there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of

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

accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other

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

3 - Going Concern

The Company’s

financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates

the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates

adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the

issuance of these financial statements.

These adverse conditions are negative financial trends, specifically operating loss, working

capital deficiency, 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

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.

Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going

concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year

following the issuance of these financial statements.

These adverse conditions are negative financial trends, specifically operating

loss, working capital deficiency, and other adverse key financial ratios.

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 from the sale of common stock pursuant to its active Regulation A Offering.

There is no assurance

that management's plan(s) 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.

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 Company has not

recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate

taxable income in future periods.

The tax benefit for the period presented is offset by a valuation allowance established against

deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not.

periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more

likely than not.

As of March 31, 2023, the Company has incurred a net loss of approximately $ 41,202 which resulted in a net operating

loss for income tax purposes.

The loss results in a deferred tax asset of approximately $8,652 at the effective statutory rate of 21%.

future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such

amounts to be more likely than not.

As of September 30, 2023, the Company has incurred a net loss of approximately $ 96,163

which resulted in a net operating loss for income tax purposes.

The loss results in a deferred tax asset of approximately $20,194 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.

Given our inception on

June 30, 2021, and our fiscal year end of June 30, 2023, we have completed only three taxable fiscal years.

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 limitations.

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

future years.

5 - Commitments and Contingencies

Company follows ASC 450-20, Los s Contingencies, to report accounting for contingencies.

for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment can be reasonably estimated.

There were no commitments or contingencies

as of March 31, 2023.

The Company follows ASC 450-20, Los s Contingencies, to

report accounting for contingencies.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and

penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be

reasonably estimated.

There were no commitments or contingencies as of September 30, 2023 except for the following:

On August 29, 2022, we entered into

and consummated a Patent License Agreement (“Agreement”) with Sparx Holdings, 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.

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.

6 - Shareholder Equity

The authorized

preferred stock of the Company consists of 5,000,000

shares with a par value of $0.0001.

There were no shares issued

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

As of March 31, 2023, the authorized common stock of the Company consists of 500,000,000

shares with a par value of $0.0001.

Preferred Stock of the Company consists of 5,000,000 shares

with a par value of $0.0001.

There were no shares of Preferred Stock issued and outstanding as of September 30, 2023 and June 30,

The authorized Common Stock of the Company consists of 500,000,000 shares

with a par value of $0.0001.

There were 278,825,031 and 178,750,031 shares

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

There were 285,350,031 and 283,825,031 shares of Common Stock issued and outstanding as of

September 30, 2023 and June 30, 2023, respectively.

During the period ended

September 30, 2023, 1,525,000 shares of Common Stock were sold to 7 investors at $.02 per share for proceeds totaling $30,500.

aforementioned investors are non-related parties.

On or about May 3, 2023, the Company

sold 5,000,000 shares of our Common Stock to an investor at $.02 per share for total proceeds of $100,000.

The aforementioned investor

is a non-related party.

On or about January 4, 2023, the

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

On August 29, 2022, 100,000,000 shares

of common stock were issued to Sparx Holdings, LLC as compensation for licensing rights (see Note 1).

Effective September 17, 2021, the

Company reorganized and merged with China Shougan Investment Holding Group Corp (“CHSO”) whereas the outstanding common shares

of CHSO became the outstanding shares of the Company (see Note1).

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

Paid-In Capital

The Company’s director,

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

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

The Company’s director, Jeffrey DeNunzio, paid expenses on behalf of the company totaling $960 during the period ended June 30, 2021.

in total payments are considered contributions to the company with no expectation

of repayment and are posted as additional paid-in capital.

During the period ended September

30, 2023, the Company’s director, Jeffrey DeNunzio, paid expenses on behalf of the Company totaling $ 15,065 .

The Company’s director, Jeffrey

DeNunzio, paid expenses on behalf of the company totaling $ 27,303 during the year ended June 30, 2023.

These payments were made with no

expectation of repayment and are posted as additional paid-in capital.

The Company’s CEO, Cassandra

DeNunzio, contributed cash totaling $ 4,001 to the Company during the year ended June 30, 2023.

These contributions were made with no

expectation of repayment and are posted as additional paid-in capital.

7 - Related-Party Transactions

We utilize the

home office space and equipment of our management at no cost.

We utilize the home office space

and equipment of our management at no cost.

8 - Subsequent Events

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

Management has reviewed financial transactions for the Company subsequent to the period ended September 30, 2023 and has found that there

was nothing material to disclose.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements