Sparx Holdings 1-K: Going Concern Warning With $40,403 Cash and No Revenue
SHGI sits 82% above its 52-week low of $0.001.
Summary
Sparx Holdings' fiscal 2026 annual report shows no revenue, a $21,439 net loss, $40,403 of cash and a going-concern warning, with the licensed fire-sprinkler technology still in prototype and no funding in place to pay for testing.
Key Events · Legal and Risk Events · SHGI
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Going Concern Warning in Audited Statements
Auditor Michael Gillespie & Associates and management both cite substantial doubt about the company's ability to continue as a going concern for one year after issuance, citing recurring losses, no revenue and the need for additional financing.
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Cash Falls to $40,403 With No Revenue
Cash and cash equivalents dropped from $57,625 to $40,403 during fiscal 2026, while the net loss was $21,439 versus $42,285 the prior year. Total liabilities were just $2,754, so the constraint is cash, not debt.
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Testing Costs Far Exceed Available Funds
The company estimates each large-scale fire test for high-storage applications could cost $250,000 to $1,000,000, and states it currently lacks sufficient funding to undertake the testing program required before any UL Listing or FM Approval.
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Technology Licensed From CEO-Controlled Entity
The company holds only a U.S. license from Sparx Technologies, LLC, which CEO Cassandra DeNunzio solely owns and controls. The licensor can terminate at any time with immediate effect and no liability, and the company pays a 50% royalty on net sales.
Analysis · SHGI · Technology
Sparx has no product, no revenue and $40,403 of cash against a business plan whose next step alone — a single large-scale fire test — is estimated at $250,000 to $1,000,000. Both the auditor's report and management state substantial doubt about the company's ability to continue as a going concern for one year. The only funding in fiscal 2026 was $5,364 of expenses paid by the CEO's father and booked as capital contributions, so there is no committed financing and no binding funding arrangement. The company also does not own its technology: the patent is licensed from an entity the CEO solely controls, which can terminate at any time with no liability, and the company pays a 50% royalty on net sales if products ever ship. A near-term capital raise is the only path forward, and at the current share price any raise would be heavily dilutive.
How filings like this one have moved
In the 30 days to Oct 27, 2026, 36.2% of the 898 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.75%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, SHGI was trading at $0.00 on OTC in the Technology sector, with a market capitalization of approximately $570.7K. The 52-week trading range was $0.00 to $0.12. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.