What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-14 compared with 2023-04-24 · 163 added, 73 removed, 107 unchanged (69% of the section changed)

21 unchanged sentences

Company Overview

We are a technology company incorporated in the state of Nevada on

June 30, 2021, and headquartered in Cranston, Rhode Island with a mission to provide fire protection to businesses and building

owners that operate within infrastructures that cannot be reasonably protected by traditional fire sprinklers.

Traditional fire

sprinklers are primarily mechanical devices that contain a heat-sensitive element that could be in the form of a glass bulb or a

fusible metal link that will rupture or melt at a certain temperature threshold, activating the sprinkler and allowing water to

We are a fire protection technology company incorporated in the state

of Nevada on June 30, 2021, and headquartered in Cranston, Rhode Island with a mission to provide fire protection to businesses and

building owners that operate within infrastructures that cannot be reasonably protected by traditional fire sprinklers.

fire sprinklers are primarily mechanical devices that contain a heat-sensitive element that could be in the form of a glass bulb or

a fusible metal link that will rupture or melt at a certain temperature threshold, activating the sprinkler and allowing water to

Traditional sprinklers will not turn on all at once.

43 unchanged sentences

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

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

The Company, via Sparx Technologies, LLC, has now begun to finalize a

battery-operated wireless electronic sprinkler network design and build a prototype to be utilized in wireless fire suppression

A prototype is in the development stages.

The Company has also recently launched a website, sparx-fire.com to provide

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

wiring harnesses.

The Company has now begun to finalize the final components of a prototype

stage, battery-operated wireless electronic sprinkler network, to be utilized in wireless fire suppression technology.

The Company has

named the system the, “Sparx™ Smart Sprinkler System.”

The prototype is in the development stages and will require further bench

testing and field testing in simulated fire scenarios, in order for the Company to move closer to being able to bring the system to market.

effectively market our Sparx™ Smart Sprinkler

System, third-party testing is necessary.

UL and FM are two of the most common

third-party entities in the United States that provide listing, approval, or certification services.

UL is a reputable testing

institute that is one of the largest public safety testing labs in the world, while FM also has an international reputation for

testing and is well-regarded in the industry.

In contrast to UL, FM is an insurance company that provides insurance coverage to

customers that use products that they have approved or certified to their own testing standards.

initial objective is to obtain UL Listing to fill an industry gap for providing adequate and reasonable sprinkler protection in storage

and warehousing applications.

We would also like to obtain FM Approval for the Sparx™ Smart Sprinkler System, but we believe that

there may be additional testing with FM due to our product’s novelty in the fire sprinkler industry.

Our plan is to first work with

UL to see how our product performs in large-scale testing, before working with FM on a test program for FM Approval.

The third-party testing

required for our product will most likely include mechanical and electrical testing, as well as large-scale fire testing.

product's first application will be focused on providing adequate suppression for a storage application that cannot be currently

protected with reasonable water demand.

We want to ensure that our first application for testing is in line with the fire protection

requirements for the average clear heights of the current proposed industrial developments for storage and warehousing.

allocate a significant portion of available cash reserves towards conducting large-scale fire tests, which can be

expensive due to the need for experienced personnel and state-of-the-art test labs that can handle fire hazards.

Fire tests for

high-storage heights must be conducted in at least three scenarios, as fires can originate directly under a single sprinkler head,

between two sprinkler heads, or among four sprinkler heads.

We estimate the cost of each large-scale fire test for high-storage

heights to range anywhere from $250k to $1M.

a test program with UL, we may decide to pursue FM Approval so we can sell our products to more customers, conduct performance-based design

solutions for individual customers, or work towards conquering other challenging fire suppression applications.

Additional Information

The Company has recently launched a website, sparx-fire.com to provide

development updates.

The website has been designed by our sole officer, Cassandra DeNunzio.

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 the battery-operated wireless electronic sprinkler network that is currently being developed by Sparx Technologies,

As mentioned previously, the battery-operated wireless electronic sprinkler network, remains in the prototype stages of development

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

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

A prior provisional application with Serial No.

On or about January 4, 2023, the

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

of the battery-operated wireless electronic sprinkler network that is currently being developed by Sparx Technologies, LLC.

previously, the battery-operated wireless electronic sprinkler network, remains in the prototype stages of development

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

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

provisional application with Serial No.

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

In addition, an

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

An international application Serial No.

In addition, an international patent

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

An international

application Serial No.

PCT/US23/11314 was issued by the USPTO.

1 unchanged sentence

technology into a fire protection/fire safety product line and seek approval from regulators.

We plan to offer our advanced

proprietary wireless sprinkler technology in the design, installation, and system integration to protect a variety of premises

including commercial buildings and industrial sites from highly challenging fires.

We plan to offer our advanced proprietary

wireless sprinkler technology in the design, installation, and system integration to protect a variety of premises including commercial

buildings and industrial sites from highly challenging fires.

We believe that there is a lot of room for innovation and

11 unchanged sentences

than those that are closer and fire can continue to spread 2 .

Our patented technology in the product(s) we seek to offer,

will allow for the decoupling of fire detection from sprinkler activation and will provide us with the ability to have greater

control over sprinkler operations and respond to fires very early on in fire development.

We believe that we can disrupt the fire

sprinkler industry with our ability to leverage electronics and software in fire sprinkler system design by fundamentally changing

the way the industry approaches fire suppression.

Via Sparx Technologies, LLC, we intend to create a

framework for fire protection that will allow for wireless communication and electronic detection and actuation of sprinklers.

this framework, we will be able to use the same basic hardware components, and program application-specific algorithms 3

tailored to the building, environment, and the structure and commodities the system is designed to protect.

Our framework will allow

us to make minimal, non-invasive changes when applying our patented technology from one customer-specific application to the next,

allowing us to formulate solutions for various highly challenging fires quickly and effectively.

Having the ability to pull additional

levers with software and algorithms will give us the edge we need to deliver where traditional sprinklers cannot.

We will be able to

use software to change the way sprinklers respond to fires without redesigning the physical components of the sprinkler itself.

flexibility and adaptability will give Sparx an advantage when it comes to making design changes and expanding our product

“A History of Fire Sprinklers - IFSEC Global:

Security and Fire News and Resources.” IFSEC Global | Security and Fire

News and Resources.

IFSEC Global | Security and Fire News and Resources, May 1, 2019.

The patent pending technology in the product(s) we seek to

offer, will allow for the decoupling of fire detection from sprinkler activation and will provide us with the ability to have

greater control over sprinkler operations and respond to fires very early on in fire development.

We believe that we can disrupt the

fire sprinkler industry with our ability to leverage electronics and software in fire sprinkler system design by fundamentally

changing the way the industry approaches fire suppression.

In combination with Sparx Technologies, LLC, we intend to

create a framework for fire protection that will allow for wireless communication and electronic detection and actuation of sprinklers.

With this framework, we will be able to use the same basic hardware components, and program application-specific algorithms 3 tailored

to the building, environment, and the structure and commodities the system is designed to protect.

Our framework will allow us to make

minimal, non-invasive changes when applying our technology from one customer-specific application to the next, allowing us to

formulate solutions for various highly challenging fires quickly and effectively.

Having the ability to pull additional levers with software

and algorithms will give us the edge we need to deliver where traditional sprinklers cannot.

We will be able to use software to change

the way sprinklers respond to fires without redesigning the physical components of the sprinkler itself.

This flexibility and adaptability

will give Sparx an advantage when it comes to making design changes and expanding our product offerings.

1 Murphey, Dakota.

“A History of Fire Sprinklers

- IFSEC Global:

Security and Fire News and Resources.” IFSEC Global | Security and Fire News and Resources.

IFSEC Global | Security

and Fire News and Resources, May 1, 2019.

https://www.ifsecglobal.com/fire-news/a-history-of-fire-sprinklers/.

2 Xin, Yibing.

“SMART Sprinkler for Highly Challenging Fires.” SFPE Europe , Issue 20 (Q4 2020).

“SMART Sprinkler for Highly Challenging

Fires.” SFPE Europe , Issue 20 (Q4 2020).

https://www.sfpe.org/publications/sfpeeuropedigital/sfpeeurope20.

4 unchanged sentences

commodity, how the commodity is stored, etc.

Liquidity and Capital Resources

Our cash balance is $0 as of March 31, 2023.

Our cash balance is not sufficient

to fund our limited levels of operations for any period of time.

In order to implement our plan of operations for the next twelve-month

period, we require further funding.

After a twelve-month period, we may need additional financing but currently do not have any arrangements

for such financing aside from the Regulation A, Tier II Offering that we are about to conduct at this time.

Information related to this

offering can be found in our Offering Statement, filed with the Securities and Exchange Commission on March 31, 2023, and subsequently

qualified on April 1, 2023.

Current Status of our

We cannot currently provide a specific estimate

for when our Sparx™ Smart Sprinkler System will be ready for market release or when we will begin UL and/or FM testing.

have a clear timeline for these efforts, we intend to notify our investors.

As mentio ned above, we believe

we are in the final stages of developing our initial prototype.

Our goal is to have a complete prototype system, rather than just individual

components, ready for further beta testing by the end of the year.

have been making significant strides towards the finalization of our "hub,"

a pivotal component of the patent-pending technology

behind the Sparx™ Smart Sprinkler System.

Sparx™ Smart Sprinkler System comprises a hub that collects information, such as heat, carbon dioxide levels, flame presence, and

smoke content from Sensing and Activation Units installed at each fire sprinkler in the system.

The hub has the ability to force open

traditional fire sprinklers that are integrated with our patent-pending activation technology.

we are continuing to work on the development of the proprietary software embedded within the hub.

This software is engineered to facilitate

seamless communication with multiple Sensing and Activation Units and show the user if any alarms are present within the system.

hub itself is designed as a sleek touchscreen device which will be mounted on an electrical box containing important electronics, battery

back-up power, and circuitry to provide effective system operation.

The hub will be able to be mounted on walls or flat surfaces, offering

users essential information related to the health and status of the Sparx™ Smart Sprinkler System, alerts, and pertinent data.

Above is an image showcasing the current state of the touchscreen development for the hub.

and Capital Resources

Our cash balance is $107,159 as of September 30, 2023 and $100,219 as

of June 30, 2023.

Our cash balance is not sufficient to fund our planned future operations for any substantive period of time.

to implement our plan of operations for the next twelve-month period, we require further funding.

After a twelve-month period, we may

need additional financing but currently do not have any arrangements for such financing aside from the Regulation A, Tier II Offering

which is currently active and underway.

Information related to our offering circular can be found in our Offering Statement, initially

filed with the SEC on March 31, 2023, and subsequently qualified by the Commission on April 11, 2023.

Our Offering Statement was further

supplemented on May 1, 2023, May 5, 2023, May 11, 2023 and May 16, 2023.

If we need additional cash and cannot raise it, we will either have to

4 unchanged sentences

Currently we have one officer, Cassandra DeNunzio, and two Directors, Cassandra DeNunzio and Jeffrey DeNunzio.

We have recorded a net loss of $13,920 for

the three months ended March 31, 2023, and a net loss of $30,750 for the nine months ended March 31, 2023.

We have recorded a net loss of $950 for

the three months ended March 31, 2022, and a net loss of $3,582 for the nine months ended March 31, 2022.

Until we are able to

generate revenue to cover our operating expenses, we expect our net loss to continue to increase as we further our operations.

Our total assets as of September 30, 2023, and June 30, 2023, were

$107,159 and $100,219, respectively.

Total assets were comprised of cash and cash equivalents.

Company’s Sparx™ Smart Sprinkler System prototype, is not recognized on the balance sheet.

have not generated any revenue to date.

general and administrative expenses were $36,930 for the three months ended September 30, 2023 and $14,775 for the three months

ended September 30, 2022.

Our Research and Development fees were $1,095 and $0 for the three months ended September 30, 2023 and

September 30, 2022, respectively.

total operating expenses were $38,025 and $14,775 for the three months ended September 30, 2023 and September 30, 2022 respectively.

For both periods total operating expenses primarily consisted of General and Administrative Expenses.

The variance in total

operating expenses was primarily due to an increase in business activity for the period ended September 30, 2023.

We have recorded a net income/ loss of $(38,025)

for the three months ended September 30, 2023, and a net income/ loss of $(14,775) for the three months ended September 30, 2022.

The variance in net loss is attributable

to an increase in the level of our overall operations.

Until we are able to generate revenue to

cover our operating expenses, we expect our net loss to continue to increase as we further our operations.

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.

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.

adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial

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 ope rating loss, working capital deficiency,

and other adverse key financial ratios.

The Company has not established any

1 unchanged sentence

Management plans to fund operating expenses with related party contributions to capital

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.

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

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.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

2 unchanged sentences

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 2. Management’s Discussion and Analysis