UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 30, 2022 Future Era Tech, Inc. (“FET”), a corporation incorporated and existing under the laws of British Columbia entered into a contract with Summit Networks, Inc. (trading in the OTC Markets under the symbol “SNTW”), a corporation incorporated under the laws of the State of Nevada. Under the terms of the Agreement, FET will acquire 5,000,000 shares of common stock of SNTW for $200,000.00. FET will then manage the business of Sumnet (Canada), Inc. (“Sumnet”), a Canadian corporation and a wholly owned subsidiary of SNTW. Sumnet is in the business of designing and selling clean energy equipment, such as flameless heaters and boilers. These products will be sold to the commercial and residential markets located primarily in Asia and Europe. In the first two quarters after the date of the Agreement, if Sumnet reaches a profit equal to 50% of the annual standard profits ($750,000), FET will be granted a position on SNTW’s board of directors. In addition, if FET reaches the annual standard profit for 2 consecutive years, FET will be entitled to obtain additional SNTW shares at $0.04 per share and FET will then be able to purchase control of SNTW. If FET fails to achieve the profitability targets for two consecutive years FET will lose the rights to acquire these additional shares, but will retain its management position.
Certain statements contained in this current report on Form 8-K are forward-looking statements and are based on future expectations, plans and prospects for SNTW’s business and operations and involve a number of risks. SNTW’s forward-looking statements are made as of the date hereof and SNTW disclaims any duty to supplement, update or revise such statements on a going forward basis, whether as a result of subsequent developments, change of expectations or otherwise. In connection with the “Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995”, SNTW is identifying certain forward-looking statements in this report regarding among other things, sales and the acceptance of products in the marketplace. Actual results may differ materially from those contained in the forward-looking statements. Important factors that could cause further events or results to vary from those addressed in those forward-looking statements include that limitations, risks and uncertainties arising from the ability of SNTW to make sales; unanticipated or unfavorable regulatory matters; general economic conditions in Hong Kong or China; and other risk factors discussed in SNTW’s other filings made from time to time with the United States Securities and Exchange Commission.
ITEM 3.02 UNREGISTERED SALES OF SECURITIES
On November 30, 2022 SNTW entered into an Agreement (as discussed more specifically above) to issue 5,000,000 shares of its common stock for $200,000.00. These shares will be issued pursuant to an exemption for registration provided by Section 4(2) of the Securities Act of 1933. This was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuance. In addition, the transferee of the common stock represented that they had the necessary investment intent as required by Section 4(2) and agreed to receive share certificates or book entry shares containing a legend that stated the securities are restricted pursuant to Rule 144 of the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit |
| Description |
| General Agreement of Cooperation |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Summit Networks Inc. | ||
Date: December 5, 2022 | By: | /s/ Shuhua Liu |
Shuhua Liu | ||
President | ||
(Principal Executive Officer) |
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