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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>Washington,
D.</B></FONT><B>C. 20549</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>FORM 8-K</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">Date of Report (Date of Earliest Event Reported): August
29, 2022</P>

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    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Sparx Holdings Group, Inc.</B></P>
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    <TD STYLE="border-bottom: black 1pt solid; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>000-56315</B></FONT></TD>
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    <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(state or other jurisdiction of incorporation)</FONT></TD>
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    <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(Commission File Number)</FONT></TD>
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    <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(IRS Employer Identification Number)</FONT></TD></TR>
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    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>780 Reservoir Avenue #123</B></P>
    <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Cranston, RI</B></P></TD>
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    <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(zip code)</FONT></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 11.25pt 0 0; text-align: justify">Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&sect; 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (&sect;240.12b-2 of this chapter).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 12pt 0 0">Emerging growth company&nbsp;&nbsp;[&nbsp;X&nbsp;]&nbsp;</P>

<P STYLE="font: 10pt Calibri, Helvetica, Sans-Serif; margin: 12pt 0 0"><FONT STYLE="font-family: Times New Roman, Times, Serif">If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;[ &nbsp;&nbsp;]&nbsp;</FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&nbsp;</FONT></P>







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<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">&ldquo;We&rdquo;, &ldquo;Us&rdquo;, &ldquo;Our&rdquo;, and or &ldquo;The
Company&rdquo;, refer to Sparx Holdings Group, Inc., formerly known as, &ldquo;Prime Time Holdings, Inc.&rdquo;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Forward Looking Statements</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">This Current Report on Form 8-K contains forward-looking statements which
involve risks and uncertainties. All statements other than statements of historical fact contained in this Current Report on Form 8-K,
including statements regarding future events, our future financial performance, business strategy and plans and objectives of management
for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including
&ldquo;anticipates&rdquo;, &ldquo;believes&rdquo;, &ldquo;can&rdquo;, &ldquo;continue&rdquo;, &ldquo;could&rdquo;, &ldquo;estimates&rdquo;,
&ldquo;expects&rdquo;, &ldquo;intends&rdquo;, &ldquo;may&rdquo;, &ldquo;plans&rdquo;, &ldquo;potential&rdquo;, &ldquo;predicts&rdquo;,
or &ldquo;should&rdquo;, or the negative of these terms or other comparable terminology.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Although we do not make forward-looking statements unless we believe we
have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors that may appear in this Current Report on Form 8-K, which may cause our or our industry&rsquo;s
actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to vary. Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for us to
predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking
statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update
any such forward-looking statements, except as expressly required by law.</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 1.01 Entry into a Material Definitive Agreement.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: left">On August 29, 2022, we
entered into and consummated a Patent License Agreement (&ldquo;Agreement&rdquo;) with Sparx Technologies, LLC, a limited liability
company (&ldquo;Licensor&rdquo;). Licensor is solely owned and controlled by Ms. Cassandra DeNunzio, our CEO and director. Ms.
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 (&ldquo;USPTO&rdquo;) on January 28, 2022, relating to the fire protection industry and particularly a
commercially available battery-operated wireless electronic fire sprinkler network. The Patent License Agreement is attached herein
as Exhibit 10.1. 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">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&rsquo;s common stock (the &ldquo;Initial License Fee&rdquo;). 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&rsquo;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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Our Chief Executive Officer and Director, Casandra DeNunzio has
agreed to lend us equipment at no cost resulting in us having in-house capabilities to design and build innovative electronic fire
protection products and solutions. Ms. DeNunzio has extensive industry knowledge, familiarity with local specifications and
regulations, fire codes and expertise in the design and test engineering of fire detection, suppression, and extinguishment
technology and their components and systems. 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 harnesses.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">The Company has now begun to finalize the advanced wireless sprinkler
design and build a prototype to be utilized in wireless fire suppression technology. The prototype is scheduled for completion in
the next few months. A utility patent is anticipated to be filed upon completion of the prototype. The Company plans to
commercialize Licensor&rsquo;s wireless fire suppression 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.&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Summary of Risk Factors relating to our business.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>Developing new products and technologies entails significant risks and
uncertainties</U><I>.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We are currently operating. However, we are finalizing the design
and are in the early stage of building a prototype and it may take much longer than we think to build a prototype. Delays or cost
overruns in the development of our fire sprinklers and fire protection products and failure of our products to meet our performance
estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in contract manufacturing, changes
to design and regulatory hurdles. Any of these events could materially and adversely affect our operating performance and results of
operations.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We may experience significant delays or other complications in the design,
manufacture and launch of our fire sprinklers and fire protection products which could harm our brand, business, prospects, financial
condition and operating results.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We may experience significant delays or other complications in bringing
our fire sprinklers and fire protection products to market. Any significant delays or other complications in the development, manufacture
and/or launch of our battery-powered wireless fire sprinkler system or future products, including, but not limited to, complications associated
with launching our production or supply chain, or regulatory approvals, could materially damage our brand, business, prospects, financial
condition and operating results.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We face significant barriers in our attempt to produce our fire sprinklers
and fire protection products, and if we cannot successfully overcome those barriers, our business will be negatively impacted.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We face significant barriers as we attempt to produce our first fire
sprinkler system. We do not yet have any fully completed prototypes and do not have a final design, a manufacturing facility or manufacturing
processes. We will need to contract with external manufacturers to manufacture our products and certain components. In addition, the fire
sprinkler industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment
costs for testing and gaining certifications, listings, and/or approvals, regulatory requirements, establishing a brand name and image,
and the need to establish sales and service locations. We must successfully overcome these and other manufacturing and regulatory barriers
to be successful.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="background-color: white">-1-</FONT></P>



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<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>Our long-term success will be dependent upon our ability to achieve
market acceptance of our fire sprinklers and fire protection products, and any subsequent new products. </U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>There is no guarantee that our fire sprinklers and fire protection
products or any of our future products will be successfully accepted by the general public. There is no guarantee that demand for our
fire sprinklers and fire protection products will meet our expectations.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We expect competition.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>While our CEO has been engaged in developing fire sprinkler products
employing innovative technologies, we have not deployed large-scale commercial measurement-to-monetization operations such as those that
the Company plans to undertake. While we are not aware of other companies that are developing similar technology on a commercial scale
similar to the commercial scale we intend to achieve, new competitors may gain traction in the United States and abroad and potentially
compete with our technology and services. These or new competitors may have more resources than us or may be better capitalized, which
may give them a significant advantage, for example, in offering better pricing than the Company, surviving an economic downturn or in
reaching profitability. We cannot assure you that we will be able to compete successfully against existing or emerging competitors.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0; text-indent: 0.25in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We may need to defend ourselves against patent or other intellectual
property infringement claims, which may be time-consuming and would cause us to incur substantial costs.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Companies, organizations or individuals, including our competitors,
may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use,
develop, sell or market our fire sprinklers and fire protection products or components, which could make it more difficult for us to operate
our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights.
Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert
their rights and urge us to take licenses. In addition, if we are determined to have infringed upon a third party's intellectual property
rights, we may be required to do one or more of the following:</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&bull;&#9;Cease selling, incorporating certain components into, or offering
goods or services that incorporate or use the challenged intellectual property;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&bull;&#9;pay substantial damages;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&bull;&#9;seek a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable terms or at all;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&bull;&#9;redesign our fire sprinklers and fire protection products
or certain components; or</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&bull;&#9;establish and maintain alternative branding for our products
and services. </I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We may also need to file lawsuits to protect our intellectual property
rights from infringement from third parties, which lawsuits could be expensive, time consuming and distract management&rsquo;s attention
from our core operations.</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We may not be able to protect our respective intellectual property rights
throughout the world.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Filing, prosecuting and defending patents on all of our ideas and products
throughout the world would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not yet obtained
patent protection to develop their own products and, further, may be able to export otherwise infringing products to territories where
we have patent protection but where enforcement is not as strong as that in the United States. These products may compete with our products
in jurisdictions where we do not have any issued patents and our patent claims or other intellectual property rights may not be effective
or sufficient to prevent them from so competing. Many companies have encountered significant problems in protecting and defending intellectual
property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries,
do not favor the enforcement of patents or other intellectual property protection, which could make it difficult for us to stop the infringement
of any patents we obtain or the marketing of competing products in violation of our proprietary rights generally. As a result, proceedings
to enforce our patent rights in certain foreign jurisdictions could result in substantial cost and divert our efforts and attention from
other aspects of our business and could be unsuccessful.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We are unable to accurately predict the quantity of testing that our
products will be subject to until we start engaging agencies capable of providing us with testing, listings, certifications, and/or approvals</U><I>.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>In order to gain market share and acceptance in the fire sprinkler
and fire protection industries, we will need to test our products with renowned and trusted agencies such as United labs or FM Global.
Our technology is relatively new in the fire suppression industry and as a result, our technology may be considered outside the scope
of clearly defined testing standards that currently exist in the fire sprinkler industry. Agencies may need to evaluate the products
we intend to commercialize and may decide, recommend, or require specific tests to be conducted on our products in order for us to gain
necessary listings, certifications, and/or approvals for our products. Until we engage agencies with a viable, working product, there
is uncertainty in the amount and rigor of testing that will be required to commercialize our products in specific markets, and as a result,
there is some uncertainty in regard to our testing expenses.</I></P>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I></I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We cannot guarantee that our products will pass or perform adequately
in agency testing</U><I>.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>While we plan to perform extensive internal testing through design verification
and validation for our products before we spend funds on agency testing, certifications, listings, and/or approvals, we cannot guarantee
that our fire sprinklers and fire protection products will pass or achieve adequate results on each and every agency test. Design modifications
may need to be made if we fail or do not perform adequately on a test, and we may need to re-conduct tests which could cause us to incur
significant costs. If we cannot pass or achieve adequate results on agency testing, our ability to commercialize our products and our
financial condition, operating results, and business prospects will be harmed.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>Our products may require agency testing that we cannot perform internally
or simulate effectively</U><I>.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Agency testing for fire sprinklers and fire protection products often
requires large-scale fire testing and other tests which are extremely expensive and difficult to perform given facilities restrictions,
cost restrictions, and the ability to obtain permits and appropriate legal authorizations to conduct such testing. We intend to simulate
and/or conduct modeling for tests that cannot be performed internally to understand how our products will behave in such agency testing.
Because we may not be able to perform all required agency testing, our results and outcomes during agency testing may be unpredictable.
Failing test results or inadequate performance may prompt us to make design modifications and we may need to re-conduct tests which could
cause us to incur significant costs. If we cannot pass or achieve adequate results on agency testing, our ability to commercialize our
products and our financial condition, operating results, and business prospects will be harmed.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="background-color: white">-2-</FONT></P>



<HR SIZE="3" NOSHADE ALIGN="CENTER" STYLE="width: 100%; color: #A0A0A0">

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>If we are unable to adequately control the costs associated with operating
our business, including our costs of manufacturing and sales, our business, financial condition, operating results and prospects will
suffer.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>If we are unable to maintain a sufficiently low level of costs for designing,
manufacturing, marketing, selling and distributing and servicing our fire sprinklers and fire protection products relative to their selling
prices, our operating results, gross margins, business and prospects could be materially and adversely impacted. We have made, and will
be required to continue to make, significant investments for the design, manufacture, sale and the servicing of our fire sprinklers and
fire protection products. There can be no assurances that our costs of producing and delivering our products will be less than the revenue
we generate from sales at the time of the launch of our first fire sprinkler system or that we will ever achieve a positive gross margin
on sales of any specific fire sprinkler or fire protection product.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We will incur significant costs related to contracting for the manufacture
of our products, procuring the materials required to manufacture our products, assembling our products and compensating our personnel
and consultants. Many of the factors that impact our operating costs are beyond our control. For example, the costs of our raw materials
and components could increase due to shortages if global demand for these materials and components increases. In addition, we may experience
increases in the cost or a sustained interruption in the supply or shortage of materials. Any such cost increase or supply interruption
could materially negatively impact our business, prospects, financial condition and operating results. If we are unable to keep our operating
costs aligned with the level of revenues we generate, our operating results, business and prospects will be harmed.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>If our fire sprinklers and fire protection products fail to perform
as expected, we may have to recall our products and our ability to develop, market and sell our products could be harmed.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>Our products may contain defects in design and manufacture that may
cause them not to perform as expected or that may require repair. While we intend to perform extensive internal and external testing,
we will have a limited frame of reference by which to evaluate the performance of our fire sprinklers and fire protection products. There
can be no assurances that we will not be required to recall products in the future. There can be no assurance that we will be able to
detect and fix any defects in the products prior to their sale to consumers. In the future, we may at various times, voluntarily or involuntarily,
initiate a recall if any of our fire sprinklers or fire protection products or their components prove to be defective. Any product defects
or any other failure of our fire sprinklers or fire protection products to perform as expected could harm our reputation and result in
adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant
warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>If we are unable to address the inspection, test, and maintenance requirements
of our future customers our business will be materially and adversely affected.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>If we are unable to successfully address the inspection, test, and maintenance
requirements of our future customers our business and prospects will be materially and adversely affected. In addition, we anticipate
the level and quality of the inspection, test, and maintenance we provide our customers will have a direct impact on the success of our
future fire sprinklers and fire protection products. If we are unable to satisfactorily inspect, test, and maintain our products for our
customers and per industry codes and standards, our ability to generate customer loyalty, grow our business and sell additional products
could be impaired.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We will be dependent on our suppliers, some of which may be single or
limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components
of our fire sprinklers and fire protection products at prices and volumes acceptable to us could have a material adverse effect on our
business, prospects and operating results.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>We will be dependent on our suppliers, some of which may be single or
limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components
of our fire sprinklers and fire protection products at prices and volumes acceptable to us could have a material adverse effect on our
business, prospects and operating results. In addition, we have not yet established relationships with suppliers for all of our components.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>While we believe that we will be able to establish necessary supply
relationships as well as alternate supply relationships, we may be unable to do so at prices or costs that are favorable to us. The inability
to secure necessary suppliers or the future loss of any suppliers or any disruption in the supply of components from these suppliers could
lead to delays in product deliveries to our customers, which could hurt our relationships with our customers and also materially adversely
affect our business, prospects and operating results.</I></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>We may become subject to product liability claims, which could harm
our financial condition and liquidity if we are not able to successfully defend or insure against such claims.</U></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>The risk of product liability claims, product recalls, and associated
adverse publicity is inherent in the manufacturing, marketing, and sale of fire sprinklers and fire protection products. We may become
subject to product liability claims, which could harm our business, prospects, operating results and financial condition. The fire sprinkler
and fire protection product industries experiences significant product liability claims and we face inherent risk of exposure to claims
in the event our products do not perform as expected or malfunction resulting in personal injury or death. A successful product liability
claim against us could require us to pay a substantial monetary award. In addition, a product liability claim could generate substantial
negative publicity about our products and business and inhibit or prevent commercialization of other future fire sprinklers and fire
protection product candidates which would have material adverse effect on our brand, business, prospects and operating results. Any lawsuit,
regardless of its merit, may have a material adverse effect on our reputation, business and financial condition.</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I></I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><U>Termination of Agreement</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>The Agreement may be terminated at any time by Licensor, for any reason,
with or without cause, and without any payment or liability to Licensee with immediate effect by notice given in writing to the Licensee
via email or certified mail at the sole option of Licensor to terminate the Agreement. If, in the event Licensor decides to terminate
the Agreement for any reason, we will no longer have a business plan or operations. The result could be that we become a shell company.
Shell company status would result in making it difficult to borrow money and sell shares of our stock. </I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><I></I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Additional Information:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">Currently, we have begun beta testing of the following website to showcase
our progress and business offerings: https://sparx-fire.com/</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">To date, we have relied on funding from our controlling shareholder, sole
officer, and Directors. Such funding is more than likely to be insufficient to further our business agenda, and plans to manufacture,
market, and sell products and other inventions relating to the fire protection industry. We may seek to raise additional funding through
the sale of shares of our common stock and or by other measures our management deems fit. If we do not have sufficient funds available
to further our business agenda, we may need to scale back, or curtail operations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P><B>Item 3.02. Unregistered Sales of Equity Securities.&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The disclosure set forth in Item 1.01 to this Current
Report is incorporated into this item by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P><B>Item 5.06. Change in Shell Company Status.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As a result of the disclosure set forth in Item 1.01
to this Current Report relating to execution of the Agreement, we believe that we are no longer a shell company, as defined in Rule 405
of the Securities Act and Rule 12b-2 of the Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white"><B>&nbsp;</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white"><B>Item 8.01 Other Events.</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white">As previously disclosed in our Form
10-K filed on August 1, 2022, the Company initiated a FINRA corporate action to effectuate a name change from Prime Time Holdings, Inc.
to Sparx Holdings Group, Inc., and to change our ticker symbol. This corporate action remains pending.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white">We do not yet know what the Company&rsquo;s
ticker symbol will be changed to, and the ticker symbol chosen will be dependent on current availability and FINRA approval.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white">The legal date of our name change,
July 19, 2022, will differ from the market release date when posted on FINRA&rsquo;s daily list. A Form 8-K will be filed with the Commission
after completion of our FINRA corporate action.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="background-color: white">-3-</FONT></P>



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<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white"><B>Item 9.01 Financial Statements
and Exhibits.</B></FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="background-color: white"><B>(d) Exhibits</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 15%; border: black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 115%"><B>Exhibit No.</B></FONT></TD>
    <TD STYLE="width: 85%; border-top: black 1pt solid; border-right: black 1pt solid; border-bottom: black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 115%"><B>Description</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: black 1pt solid; border-bottom: black 1pt solid; border-left: black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 115%">10.1</FONT></TD>
    <TD STYLE="border-bottom: black 1pt solid; border-right: black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 115%">Patent License Agreement</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="background-color: white"><B>SIGNATURES</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="background-color: white">Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="width: 43%; line-height: 106%">&nbsp;</TD>
    <TD STYLE="width: 57%; line-height: 106%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">Sparx Holdings Group, Inc.</FONT></TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">Dated: &nbsp;August 29, 2022</FONT></TD>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><I><U>/s/ Cassandra DeNunzio </U></I></FONT></TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt">
    <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">By: Cassandra DeNunzio</P>
    <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0">Chief Executive Officer</P></TD></TR>
  <TR>
    <TD STYLE="padding-right: 0.8pt; line-height: 106%">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-right: 0.8pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="background-color: white">-4-</FONT></P>



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<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="background-color: white">&nbsp;&nbsp;&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

</BODY>
</HTML>
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{"company-data": {"conformed-name": "Sparx Holdings Group, Inc.", "cik": "0001874138", "assigned-sic": "6770", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-56315", "film-number": "221211050"}, "business-address": {"street1": "780 RESERVOIR AVENUE, #123", "city": "CRANSTON", "state": "RI", "zip": "02910", "phone": "401-641-0405"}, "mail-address": {"street1": "780 RESERVOIR AVENUE, #123", "city": "CRANSTON", "state": "RI", "zip": "02910"}, "former-company": {"former-conformed-name": "Prime Time Holdings, Inc.", "date-changed": "20210721"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.
C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August
29, 2022
Sparx Holdings Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
000-56315
00-0000000
(state or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
780 Reservoir Avenue #123
Cranston, RI
02910
(address of principal executive offices)
(zip code)
774-250-2456
(registrant's telephone number, including area code)
N/A
(former name or former mailing address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  [ X ]
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]
"We", "Us", "Our", and or "The
Company", refer to Sparx Holdings Group, Inc., formerly known as, "Prime Time Holdings, Inc."
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements which
involve risks and uncertainties. All statements other than statements of historical fact contained in this Current Report on Form 8-K,
including statements regarding future events, our future financial performance, business strategy and plans and objectives of management
for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including
"anticipates", "believes", "can", "continue", "could", "estimates",
"expects", "intends", "may", "plans", "potential", "predicts",
or "should", or the negative of these terms or other comparable terminology.
Although we do not make forward-looking statements unless we believe we
have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and
unknown risks, uncertainties and other factors that may appear in this Current Report on Form 8-K, which may cause our or our industry's
actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements to vary. Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for us to
predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking
statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update
any such forward-looking statements, except as expressly required by law.
Item 1.01 Entry into a Material Definitive Agreement.
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. Ms.
DeNunzio is the sole and first named inventor under a provisional patent application with a Serial No. 63/304,302 filed with the
United States Patent Office ("USPTO") on January 28, 2022, relating to the fire protection industry and particularly a
commercially available battery-operated wireless electronic fire sprinkler network. The Patent License Agreement is attached herein
as Exhibit 10.1. 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.
Our Chief Executive Officer and Director, Casandra DeNunzio has
agreed to lend us equipment at no cost resulting in us having in-house capabilities to design and build innovative electronic fire
protection products and solutions. Ms. DeNunzio has extensive industry knowledge, familiarity with local specifications and
regulations, fire codes and expertise in the design and test engineering of fire detection, suppression, and extinguishment
technology and their components and systems. 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 harnesses.
The Company has now begun to finalize the advanced wireless sprinkler
design and build a prototype to be utilized in wireless fire suppression technology. The prototype is scheduled for completion in
the next few months. A utility patent is anticipated to be filed upon completion of the prototype. The Company plans to
commercialize Licensor's wireless fire suppression 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.
Summary of Risk Factors relating to our business.
Developing new products and technologies entails significant risks and
uncertainties
.
We are currently operating. However, we are finalizing the design
and are in the early stage of building a prototype and it may take much longer than we think to build a prototype. Delays or cost
overruns in the development of our fire sprinklers and fire protection products and failure of our products to meet our performance
estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in contract manufacturing, changes
to design and regulatory hurdles. Any of these events could materially and adversely affect our operating performance and results of
operations.
We may experience significant delays or other complications in the design,
manufacture and launch of our fire sprinklers and fire protection products which could harm our brand, business, prospects, financial
condition and operating results.
We may experience significant delays or other complications in bringing
our fire sprinklers and fire protection products to market. Any significant delays or other complications in the development, manufacture
and/or launch of our battery-powered wireless fire sprinkler system or future products, including, but not limited to, complications associated
with launching our production or supply chain, or regulatory approvals, could materially damage our brand, business, prospects, financial
condition and operating results.
We face significant barriers in our attempt to produce our fire sprinklers
and fire protection products, and if we cannot successfully overcome those barriers, our business will be negatively impacted.
We face significant barriers as we attempt to produce our first fire
sprinkler system. We do not yet have any fully completed prototypes and do not have a final design, a manufacturing facility or manufacturing
processes. We will need to contract with external manufacturers to manufacture our products and certain components. In addition, the fire
sprinkler industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment
costs for testing and gaining certifications, listings, and/or approvals, regulatory requirements, establishing a brand name and image,
and the need to establish sales and service locations. We must successfully overcome these and other manufacturing and regulatory barriers
to be successful.
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Our long-term success will be dependent upon our ability to achieve
market acceptance of our fire sprinklers and fire protection products, and any subsequent new products.
There is no guarantee that our fire sprinklers and fire protection
products or any of our future products will be successfully accepted by the general public. There is no guarantee that demand for our
fire sprinklers and fire protection products will meet our expectations.
We expect competition.
While our CEO has been engaged in developing fire sprinkler products
employing innovative technologies, we have not deployed large-scale commercial measurement-to-monetization operations such as those that
the Company plans to undertake. While we are not aware of other companies that are developing similar technology on a commercial scale
similar to the commercial scale we intend to achieve, new competitors may gain traction in the United States and abroad and potentially
compete with our technology and services. These or new competitors may have more resources than us or may be better capitalized, which
may give them a significant advantage, for example, in offering better pricing than the Company, surviving an economic downturn or in
reaching profitability. We cannot assure you that we will be able to compete successfully against existing or emerging competitors.
We may need to defend ourselves against patent or other intellectual
property infringement claims, which may be time-consuming and would cause us to incur substantial costs.
Companies, organizations or individuals, including our competitors,
may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use,
develop, sell or market our fire sprinklers and fire protection products or components, which could make it more difficult for us to operate
our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights.
Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert
their rights and urge us to take licenses. In addition, if we are determined to have infringed upon a third party's intellectual property
rights, we may be required to do one or more of the following:
•	Cease selling, incorporating certain components into, or offering
goods or services that incorporate or use the challenged intellectual property;
•	pay substantial damages;
•	seek a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable terms or at all;
•	redesign our fire sprinklers and fire protection products
or certain components; or
•	establish and maintain alternative branding for our products
and services.
We may also need to file lawsuits to protect our intellectual property
rights from infringement from third parties, which lawsuits could be expensive, time consuming and distract management's attention
from our core operations.
We may not be able to protect our respective intellectual property rights
throughout the world.
Filing, prosecuting and defending patents on all of our ideas and products
throughout the world would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not yet obtained
patent protection to develop their own products and, further, may be able to export otherwise infringing products to territories where
we have patent protection but where enforcement is not as strong as that in the United States. These products may compete with our products
in jurisdictions where we do not have any issued patents and our patent claims or other intellectual property rights may not be effective
or sufficient to prevent them from so competing. Many companies have encountered significant problems in protecting and defending intellectual
property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries,
do not favor the enforcement of patents or other intellectual property protection, which could make it difficult for us to stop the infringement
of any patents we obtain or the marketing of competing products in violation of our proprietary rights generally. As a result, proceedings
to enforce our patent rights in certain foreign jurisdictions could result in substantial cost and divert our efforts and attention from
other aspects of our business and could be unsuccessful.
We are unable to accurately predict the quantity of testing that our
products will be subject to until we start engaging agencies capable of providing us with testing, listings, certifications, and/or approvals
.
In order to gain market share and acceptance in the fire sprinkler
and fire protection industries, we will need to test our products with renowned and trusted agencies such as United labs or FM Global.
Our technology is relatively new in the fire suppression industry and as a result, our technology may be considered outside the scope
of clearly defined testing standards that currently exist in the fire sprinkler industry. Agencies may need to evaluate the products
we intend to commercialize and may decide, recommend, or require specific tests to be conducted on our products in order for us to gain
necessary listings, certifications, and/or approvals for our products. Until we engage agencies with a viable, working product, there
is uncertainty in the amount and rigor of testing that will be required to commercialize our products in specific markets, and as a result,
there is some uncertainty in regard to our testing expenses.
We cannot guarantee that our products will pass or perform adequately
in agency testing
.
While we plan to perform extensive internal testing through design verification
and validation for our products before we spend funds on agency testing, certifications, listings, and/or approvals, we cannot guarantee
that our fire sprinklers and fire protection products will pass or achieve adequate results on each and every agency test. Design modifications
may need to be made if we fail or do not perform adequately on a test, and we may need to re-conduct tests which could cause us to incur
significant costs. If we cannot pass or achieve adequate results on agency testing, our ability to commercialize our products and our
financial condition, operating results, and business prospects will be harmed.
Our products may require agency testing that we cannot perform internally
or simulate effectively
.
Agency testing for fire sprinklers and fire protection products often
requires large-scale fire testing and other tests which are extremely expensive and difficult to perform given facilities restrictions,
cost restrictions, and the ability to obtain permits and appropriate legal authorizations to conduct such testing. We intend to simulate
and/or conduct modeling for tests that cannot be performed internally to understand how our products will behave in such agency testing.
Because we may not be able to perform all required agency testing, our results and outcomes during agency testing may be unpredictable.
Failing test results or inadequate performance may prompt us to make design modifications and we may need to re-conduct tests which could
cause us to incur significant costs. If we cannot pass or achieve adequate results on agency testing, our ability to commercialize our
products and our financial condition, operating results, and business prospects will be harmed.
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If we are unable to adequately control the costs associated with operating
our business, including our costs of manufacturing and sales, our business, financial condition, operating results and prospects will
suffer.
If we are unable to maintain a sufficiently low level of costs for designing,
manufacturing, marketing, selling and distributing and servicing our fire sprinklers and fire protection products relative to their selling
prices, our operating results, gross margins, business and prospects could be materially and adversely impacted. We have made, and will
be required to continue to make, significant investments for the design, manufacture, sale and the servicing of our fire sprinklers and
fire protection products. There can be no assurances that our costs of producing and delivering our products will be less than the revenue
we generate from sales at the time of the launch of our first fire sprinkler system or that we will ever achieve a positive gross margin
on sales of any specific fire sprinkler or fire protection product.
We will incur significant costs related to contracting for the manufacture
of our products, procuring the materials required to manufacture our products, assembling our products and compensating our personnel
and consultants. Many of the factors that impact our operating costs are beyond our control. For example, the costs of our raw materials
and components could increase due to shortages if global demand for these materials and components increases. In addition, we may experience
increases in the cost or a sustained interruption in the supply or shortage of materials. Any such cost increase or supply interruption
could materially negatively impact our business, prospects, financial condition and operating results. If we are unable to keep our operating
costs aligned with the level of revenues we generate, our operating results, business and prospects will be harmed.
If our fire sprinklers and fire protection products fail to perform
as expected, we may have to recall our products and our ability to develop, market and sell our products could be harmed.
Our products may contain defects in design and manufacture that may
cause them not to perform as expected or that may require repair. While we intend to perform extensive internal and external testing,
we will have a limited frame of reference by which to evaluate the performance of our fire sprinklers and fire protection products. There
can be no assurances that we will not be required to recall products in the future. There can be no assurance that we will be able to
detect and fix any defects in the products prior to their sale to consumers. In the future, we may at various times, voluntarily or involuntarily,
initiate a recall if any of our fire sprinklers or fire protection products or their components prove to be defective. Any product defects
or any other failure of our fire sprinklers or fire protection products to perform as expected could harm our reputation and result in
adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant
warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.
If we are unable to address the inspection, test, and maintenance requirements
of our future customers our business will be materially and adversely affected.
If we are unable to successfully address the inspection, test, and maintenance
requirements of our future customers our business and prospects will be materially and adversely affected. In addition, we anticipate
the level and quality of the inspection, test, and maintenance we provide our customers will have a direct impact on the success of our
future fire sprinklers and fire protection products. If we are unable to satisfactorily inspect, test, and maintain our products for our
customers and per industry codes and standards, our ability to generate customer loyalty, grow our business and sell additional products
could be impaired.
We will be dependent on our suppliers, some of which may be single or
limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components
of our fire sprinklers and fire protection products at prices and volumes acceptable to us could have a material adverse effect on our
business, prospects and operating results.
We will be dependent on our suppliers, some of which may be single or
limited source suppliers, and the inability of these suppliers to continue to deliver, or their refusal to deliver, necessary components
of our fire sprinklers and fire protection products at prices and volumes acceptable to us could have a material adverse effect on our
business, prospects and operating results. In addition, we have not yet established relationships with suppliers for all of our components.
While we believe that we will be able to establish necessary supply
relationships as well as alternate supply relationships, we may be unable to do so at prices or costs that are favorable to us. The inability
to secure necessary suppliers or the future loss of any suppliers or any disruption in the supply of components from these suppliers could
lead to delays in product deliveries to our customers, which could hurt our relationships with our customers and also materially adversely
affect our business, prospects and operating results.
We may become subject to product liability claims, which could harm
our financial condition and liquidity if we are not able to successfully defend or insure against such claims.
The risk of product liability claims, product recalls, and associated
adverse publicity is inherent in the manufacturing, marketing, and sale of fire sprinklers and fire protection products. We may become
subject to product liability claims, which could harm our business, prospects, operating results and financial condition. The fire sprinkler
and fire protection product industries experiences significant product liability claims and we face inherent risk of exposure to claims
in the event our products do not perform as expected or malfunction resulting in personal injury or death. A successful product liability
claim against us could require us to pay a substantial monetary award. In addition, a product liability claim could generate substantial
negative publicity about our products and business and inhibit or prevent commercialization of other future fire sprinklers and fire
protection product candidates which would have material adverse effect on our brand, business, prospects and operating results. Any lawsuit,
regardless of its merit, may have a material adverse effect on our reputation, business and financial condition.
Termination of Agreement
The Agreement may be terminated at any time by Licensor, for any reason,
with or without cause, and without any payment or liability to Licensee with immediate effect by notice given in writing to the Licensee
via email or certified mail at the sole option of Licensor to terminate the Agreement. If, in the event Licensor decides to terminate
the Agreement for any reason, we will no longer have a business plan or operations. The result could be that we become a shell company.
Shell company status would result in making it difficult to borrow money and sell shares of our stock.
Additional Information:
Currently, we have begun beta testing of the following website to showcase
our progress and business offerings: https://sparx-fire.com/
To date, we have relied on funding from our controlling shareholder, sole
officer, and Directors. Such funding is more than likely to be insufficient to further our business agenda, and plans to manufacture,
market, and sell products and other inventions relating to the fire protection industry. We may seek to raise additional funding through
the sale of shares of our common stock and or by other measures our management deems fit. If we do not have sufficient funds available
to further our business agenda, we may need to scale back, or curtail operations.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 to this Current
Report is incorporated into this item by reference.
Item 5.06. Change in Shell Company Status.
As a result of the disclosure set forth in Item 1.01
to this Current Report relating to execution of the Agreement, we believe that we are no longer a shell company, as defined in Rule 405
of the Securities Act and Rule 12b-2 of the Exchange Act.
Item 8.01 Other Events.
As previously disclosed in our Form
10-K filed on August 1, 2022, the Company initiated a FINRA corporate action to effectuate a name change from Prime Time Holdings, Inc.
to Sparx Holdings Group, Inc., and to change our ticker symbol. This corporate action remains pending.
We do not yet know what the Company's
ticker symbol will be changed to, and the ticker symbol chosen will be dependent on current availability and FINRA approval.
The legal date of our name change,
July 19, 2022, will differ from the market release date when posted on FINRA's daily list. A Form 8-K will be filed with the Commission
after completion of our FINRA corporate action.
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Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Patent License Agreement
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
Sparx Holdings Group, Inc.
Dated:  August 29, 2022
/s/ Cassandra DeNunzio
By: Cassandra DeNunzio
Chief Executive Officer
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