Note 1 - Organization and Description of Business | Note 1 - Organization and Description of Business Prime Time Holdings, Inc. (we, us, our, or the "Company") was incorporated on June 30, 2021 in the State of Nevada. On June 30, 2021, Jeffrey DeNunzio was appointed Chief Executive Officer, Chief Financial Officer, and Director of Prime Time Holdings, Inc. On September 14, 2021, the Company entered into an “Agreement and Plan of Merger”, whereas it agreed to, and subsequently participated in, a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”). The constituent corporations in the Reorganization were China Shouguan Investment Holding Group Corp. (“CHSO” or “Predecessor”), Prime Time Holdings, Inc. (“Successor”), and Prime Time Merger Sub, Inc. (“Merger Sub”). Our director is, and was, the sole director/officer of each constituent corporation in the Reorganization. Prime Time Holdings, Inc. issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to Prime Time Holdings, Inc. immediately prior to the Reorganization. As such, immediately prior to the merger, Prime Time Holdings, Inc. became a wholly owned direct subsidiary of China Shouguan Investment Holding Group Corp and Merger Sub became a wholly owned and direct subsidiary of Prime Time Holdings, Inc. Pursuant to the above, on September 15, 2021, Prime Time Holdings, Inc. filed Articles of Merger with the Nevada Secretary of State. The merger became effective on September 17, 2021 at 9:00 AM PST (“Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor became the surviving corporation. Each share of Predecessor common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Prime Time Holdings, Inc.’s (“Successors”) common stock. At the Effective Time, Prime Time Holdings, Inc., as successor issuer to China Shouguan Investment Holding Group Corp. continued to trade in the OTC MarketPlace under the previous ticker symbol “CHSO” until the new ticker symbol “PRTM” for the Company was released into the OTC MarketPlace on September 21, 2021. The Company was given a new CUSIP Number by CUSIP Global Services for its common stock of 74167E103. Our Common Stock is quoted on the OTC Markets Group Inc.’s Pink® Open Market under the symbol “PRTM”. On September 17, 2021, after the completion of the Holding Company Reorganization, we cancelled all of the stock held in China Shouguan Investment Holding Group Corp. resulting in China Shouguan Investment Holding Group Corp. as a stand-alone company. Pursuant to the holding company merger agreement and effects of merger, all of the assets and liabilities, if any, remain with China Shouguan Investment Holding Group Corp. after the Reorganization. Jeffrey DeNunzio, the Director of China Shouguan Investment Holding Group Corp. did not discover any assets of China Shouguan Investment Holding Group Corp. from the time he was appointed Director until the completion of the Reorganization and subsequent separation of China Shouguan Investment Holding Group Corp. as a stand-alone company. The Company is a blank check company and intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company had not yet commenced any such operations. Currently, NVC Holdings, LLC, a Wyoming LLC owned and controlled by Jeffrey DeNunzio and Thomas DeNunzio is our controlling shareholder, owning 150,000,000 common shares. The Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible business combination with an active operating company. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. As of September 30, 2021, the Company had not yet commenced any operations. The Company has elected June 30 th -F5- Table of Contents |