Filed 2025-03-28 · Period ending 2024-12-31 · 15,090 words · SEC EDGAR
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# Summit Networks Inc. (SNTW) — 10-K
**Filed:** 2025-03-28
**Period ending:** 2024-12-31
**Accession:** 0001091818-25-000026
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1619096/000109181825000026/)
**Origin leaf:** 92b233be1ee2d1ebfd91bc56b1bd791e09637a33ac44ef0bbbcec4872763aa3a
**Words:** 15,090
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**
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549**
**FORM 10-K**
**10-K**
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(Mark One) | |
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from _October 1, 2024 to December 31, 2024 _____________________ | |
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**Commission File No. 333-199108**
**Summit Networks, Inc.**
(Exact name of registrant as specified in its charter)
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Nevada |
35-2511257 | |
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) | |
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3010-8888 Odlin Cresent, Richmond, BC Canada |
V6X 3Z8 | |
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(Address of principal executive offices) |
(Zip Code) | |
Registrant's telephone number, including area code:
**(604) 232-3968**
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Securities registered pursuant to Section 12(b) of the Act: | |
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None | |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered | |
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None |
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None |
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None | |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement
for the past 90 days. Yes No
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes
No
The aggregate market value of the common voting stock
held by non-affiliates of the Registrant as of the last business day for the Registrants as of 31 Dec was approximately $2,513,318
As of December 31, 2024, there were 68,911,657 shares
of common stock, par value $0.001 per share issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The
listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended
December 24, 1980). **Not Applicable**
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****
**Table of Contents**
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PART I |
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Item 1. |
Business |
3 | |
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Item 1A. |
Risk Factors |
5 | |
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Item 1B. |
Unresolved Staff Comments |
5 | |
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Item 2. |
Property |
5 | |
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Item 3. |
Legal Proceedings |
5 | |
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Item 4. |
Mine Safety Disclosures |
5 | |
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PART II | |
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Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters |
5 | |
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Item 6. |
Selected Financial Data |
6 | |
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Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operation |
6 | |
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Item 7A. |
Quantitative and Qualitative Disclosure About Market Risk |
7 | |
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Item 8. |
Financial Statements and Supplementary Data |
8 | |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
21 | |
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Item 9A. |
Controls and Procedures |
21 | |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
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PART III | |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
23 | |
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Item 11. |
Executive Compensation |
25 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
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Item 15. |
Exhibits, and Financial Statement Schedules |
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Item 16. |
Form 10-K Summary |
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Signatures |
28 | |
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**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K (the "Report"),
including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition and Results
of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects,"
"intends," "plans," "may," "will," "potential," "projects," "predicts,"
"continue," or "should," or, in each case, their negative or other variations or comparable terminology. There can
be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any
statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements
of current or historical facts. These statements are based on management's current expectations, but actual results may differ materially
due to various factors, including, but not limited to:
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The ability to provide digital transformation consulting services to small businesses in BC. | |
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The ability to promote our products and services that we expect to market; | |
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our ability to retain skilled professional employees; | |
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our ability to continue as a going concern; | |
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our future PRE-IPO financing plans and ability to be profitable. | |
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our ability to address and as necessary adapt to changes in foreign, cultural, economic, political and financial market conditions which could impair our future operations and financial performance | |
The forward-looking statements contained in this Report
are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments
affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any
of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
Our financial statements are stated in United States
dollars ($US) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified,
all references to "common stock" refer to the common shares in our capital stock.
As used in this annual report, the terms "we,"
"us," "our," "Summit" and "Summit Networks" mean Summit Networks Inc, unless the context clearly
indicates otherwise.
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**PART I**
**ITEM 1. BUSINESS**
**Corporate Background and General Business Overview**
Summit Networks Inc. (together with its subsidiary,
the "Company") was incorporated under the laws of the State of Nevada on July 8, 2014. Originally, the Company was formed to
engage in the development and operation of a business engaged in the distribution of glass craft products produced in China. On May 8,
2018, we acquired Real Capital Limited, a Hong Kong company ("Real Capital"), to seek opportunities in the food and beverage
industry. On March 31, 2019, the Company entered into a Share Purchase Agreement (the "Real Capital SPA") pursuant to which
it sold its interests in Real Capital. The closing of the Real Capital SPA occurred on April 10, 2019.
On July 17, 2019, the Company received FINRA approval
to effect a 10-for-1 stock dividend to holders of its common stock as of June 1, 2019, the record date for the dividend. As a result,
common stock figures, share capital, additional paid in capital, and earnings per share information have been retroactively adjusted to
reflect the stock dividend.
On May 8, 2020, Sumnet (Canada) Inc. ("Sumnet
(Canada)") was incorporated in Canada. Sumnet (Canada) issued all its ordinary shares to the Company on May 8, 2020 so that Sumnet
(Canada) became the wholly owned subsidiary of Company. On July 29, 2020, Smith Barney Enterprises Limited ("Smith Barney")
was incorporated in the British Virgin Islands. Smith Barney issued all its ordinary shares to the Company on July 29, 2020 so that Smith
Barney became the wholly owned subsidiary of Company. On August 28, 2020, Green Energy (HK) Limited ("Green Energy") was incorporated
in Hong Kong. Green Energy issued all its ordinary shares to Smith Barney on August 28, 2020 so that Green Energy became the wholly owned
subsidiary of Smith Barney. On September 27, 2020, Beijing Asian League Wins Technology Co., Ltd. ("Beijing ALW") was incorporated
in People's Republic of China. Green Energy subscribed all capital stock of Beijing ALW on September 27, 2020 so that Beijing ALW became
the wholly owned subsidiary of Green Energy.
On January 20, 2021, Beijing ALW and Green Energy
entered into a series of contractual agreements (the "VIE Agreement") with Hengshui Jingzhen Environmental Company Limited ("Hengshui
Jingzhen", or the "VIE"), whereby Beijing ALW gained control over Hengshui Jingzhen, a P.R. China company, which provides
integrated hazardous waste management services, including collecting, transferring, disposing, and recycling of hazardous waste, primarily
in Hebei, China. On March 29, 2021, the board of directors and a majority shareholder of the Company approved the termination of the VIE
Agreements with Hengshui Jingzhen. On the same date, Beijing ALW, Hengshui Jingzhen, and Hengshui Jingzhen's shareholders entered into
a Termination Agreement (the "Termination Agreement") to terminate all existing VIE Agreements signed on January 20, 2021. Pursuant
to the Termination Agreement, all of the rights and obligations under the existing VIE Agreements were terminated and the Company no longer
had control of Hengshui Jingzhen.
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On January 20, 2021, the Company changed its fiscal
year-end from July 31 to September 30.
On November 30, 2022, the Company signed a general
agreement of cooperation with Future Era Tech Inc (hereinafter referred to as"FET" ). In October 2023, SNTW and FET agreed to
establish a new business model in the daily consumer goods segment, to organize suppliers to set up downstream companies and stores and
direct supply chain to consumers, i.e. S2B2C. At present, we have completed our analysis of this model and a detailed business plan is
being prepared. Management anticipates that the new business model will be funded through our next round of financing, if any deployment.
On April 13, 2023, the Company issued 90,000 shares
of its common stock, par value $0.001 per share equitably allocated to Mr. Youyang (John) Cheng, the director, Mr. Jian Hua James Shu,
the director and Mr. Weiwei (Ricky) Jiang, the director.
On October 2, 2023, the company issued 666,667 shares
of common stock to Mrs. Chaoxia Huang, par value $ 0.15 per share for $100,000.05 as the operating capital.
On March 27, 2024, the company issued 625,000 shares
of common stock to Mrs. Chaoying Huang, for $100,000 as the operating capital.
On April 8, 2024 Summit Networks, Inc. (SNTW)
entered into a stock purchase agreement with the shareholders of 1103001 B.C. Ltd., dba St. Mega Enterprises, a Canadian corporation,
located in British Columbia Canada , (Mega). The transaction was consummated on May 31, 2024 and SNTW acquired all the outstanding
common stock of Mega. Due to this transaction, Mega became a wholly owned subsidiary of SNTW. The shareholders of Mega received 20,000,000
shares of the common stock of SNTW. Subsequently, on October 11, 2024 the parties agreed to terminate the transaction and they entered
into a Reverse Merger Agreement, whereby the Mega transaction was rescinded and all previous actions in support of the transaction were
reversed and the transaction was terminated.
On April 9, 2024, the company issued 200,000 shares
of common stock to Ms. Luo Qun, par value $0.13 per share in exchange for $26,000 of consulting services.
On July 13, 2024, the company issued 30,000 shares
of common stock to Mrs. He Chen at a price of $0.20 per share as consideration for providing IT-related services for a period of two years
and 50,000 shares of common stock at a price of $0.20 per share to Mr. Xuezhi Ma for consideration for providing consulting services for
a period of two years.
On September 30, 2024, the Company changed its fiscal
year-end from September 30 to December 31.
On October 16, 2024, the company publicly disclosed
all documents of the reverse merger, including Stephen Kok Koon Tans resignation from the board of directors.
Until the expiration of the project contract with
FET on December 31, 2024, the Company's contract with FET will not be renewed as the product specifications do not meet local market requirements.
On October 14, 2024, the Company's Board of Directors
resolved to approve the senior team's project plan for year 2025-2026, agreeing on the plan for new entrepreneurial project, consisting
of a plan to establish a new team of IT professionals, and the incentive plan were also agreed upon.
On December 12, 2024, 20 million shares of common
stock were withdrawn and returned to the company's share pool.
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On December 13, 2024, the company issued 50,000 shares
of common stock to Mr. Zhuo An Li at a price of 1.00 per share as consideration for providing IT-related services.
On December 16, 2024, the company issued 100,000
shares of common stock to Ms. Julie Yijia Yan as a nominee of Mr. Jun Yan at a price of 1.00 per share as consideration for providing
IT-related services.
On December 16, 2024, the company issued 50,000 shares
of common stock to Mr. Adrian Sylvain Chua at a price of $1.00 per share as consideration for providing IT-related services.
As of December 31, 2024, the Company had 68,911,657 shares of common stock issued and outstanding.
**ITEM 1A. RISK FACTORS**
Not applicable to a smaller reporting company.
**ITEM 1B. UNRESOLVED STAFF COMMENTS**
Not applicable.
**ITEM 2. PROPERTIES**
Our principal executive offices are located at #3010-8888
Odlin Cresent, Richmond, British Columbia, Canada V6X 3Z8.
**ITEM 3. LEGAL PROCEEDINGS**
We are not currently involved in any material legal
proceedings nor are we aware of any pending or potential legal actions.
**ITEM 4. MINE SAFETY DISCLOSURE**
Not applicable.
**PART II**
**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS**
**Market Information**
Our common stock is quoted on OTCQB operated by the
OTC Markets under the symbol "SNTW." The OTCQB application was approved on 31st Aug 2023. There has been very limited
trading in our shares of common stock to date. We plan to work to create an active market in our shares.
As of December 31, 2024, there were 68,911,657 shares
of common stock issued and outstanding and held by a total of 60 shareholders of record.
**Dividends**
We have never paid nor declared any dividends on our
common stock. We plan to retain any future earnings for use in our business. Any decision as to the future payment of dividends
will depend on our earnings and financial position and such other facts as the Board of Directors deem relevant.
**Securities Authorized for Issuance Under Equity
Compensation Plans**
We have not adopted an equity compensation plan and
no securities have been authorized or reserved for issuance under any equity compensation plan.
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**Purchases of Equity Securities by the Issuer and
Affiliated Purchasers**
None.
**ITEM 6. SELECTED FINANCIAL DATA**
Not Applicable to a smaller reporting company.
**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
RESULTS OF OPERATIONS**
*The following discussion should be read in conjunction
with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed
in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed
below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance
with United States Generally Accepted Accounting Principles.*
This section provides managements discussion
of the financial condition, changes in financial condition and results of operations of Summit Networks, Inc. with specific information
on results of operations and liquidity and capital resources. It includes managements interpretation of our financial results,
the factors affecting these results, the major factors expected to affect future operating results and future investment and financing
plans. This discussion should be read in conjunction with our consolidated financial statements and notes thereto.
Several factors exist that could influence our future
financial performance and some of those are discussed below and elsewhere in this report. They should be considered in connection with
evaluating forward-looking statements contained in this report or otherwise made by us or on our behalf since these factors could cause
actual results and conditions to differ materially from those set out in such forward-looking statements.
**Cautionary Statement for the Purposes of the
Safe Harbor under the Private Securities Litigation Reform Act of 1995**
The statements contained in this Annual Report on
Form 10-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report are forward-looking
statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. When used in this Report, or any other of our documents or oral presentations, the words anticipate,
believe, estimate, expect, forecast, goal, intend,
objective, plan, projection, seek, strategy or similar words are
intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in the statements relating to our strategy, operations, markets, services,
and other factors all of which are difficult to predict and many of which are beyond our control. Accordingly, while we believe these
forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations
derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether
as a result of new information, future events or otherwise.
**Background**
Summit Networks Inc. (together with its subsidiary,
the "Company") was incorporated under the laws of the State of Nevada on July 8, 2014. Originally, the Company was formed to
engage in the distribution of glass craft products produced in China. On May 8, 2018, we acquired Real Capital Limited, a Hong Kong company
("Real Capital"), to seek opportunities in the food and beverage industry. On March 31, 2019, the Company entered into a Share
Purchase Agreement (the "Real Capital SPA") pursuant to which it sold its interests in Real Capital. The closing of the Real
Capital SPA occurred on April 10, 2019.
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**Results of Operations**
We did not generate any revenues during the period
ended December 31, 2024. Our operating expenses consisted of general and administrative expenses of $98,434, resulting in a net loss of
$98,434 for the period ended December 31, 2024, compared to a net loss of $216,150 and net income of $23,778 for the years ended September
30, 2024 and 30 September 2023, respectively. Our general and administrative expenses consisted primarily of professional fees for the
period ended December 31, 2024 and the years ended September 30, 2024 and September 30, 2023. The decrease in general and administrative
expenses for the period ended December 31, 2024, compared to the year ended September 30, 2024, was primarily attributable to decrease
in accounting fees, legal fees and also payroll costs due to the shorter reporting period of three months as opposed to a full financial
year.
Our total assets as of December 31, 2024 were $234,676.
As of December 31, 2024, the Company had 68,911,657
shares of common stock issued and outstanding.
As of December 31, 2024, September 30, 2024, and September
30, 2023, there were total debts of $629,000, $579,000 and $579,000 respectively, due to related parties. These debts are interest-free,
unsecured and payable on demand.
**Liquidity and Capital Resources**
As for the period ended December 31, 2024, year ended
September 30, 2024, and year ended September 30, 2023, the Company had a negative cash flow of $7,096, $103,288 and positive cashflow
of $140,785, respectively. The Company's principal sources and uses of funds were as follows:
For the period ended December 31, 2024, the Company
used $57,096 in the operating activities, as compared to $345,288 and $59,305 for the years ended September 30, 2024 and September 30,
2023 respectively. Such decrease was due to for the period ended December 31, 2024, the operation is only for 3 months period as
compared to 12 months. The net cash generated from financing activities for the year ended December 31, 2024 was $50,000, as compared
to $242,000 and $200,090 for the year ended September 30, 2024 and September 30, 2023. Such a decrease was a result of lower capital raised
in current period and the loan of funds from a related party.
The Company's financial statements have been prepared
on a going-concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal
course of business. The Company's liquidity and capital needs relate primarily to working capital and other general corporate requirements.
As of December 31, 2024, we had $39,230 in cash and the outstanding liabilities were $645,730. As of September 30, 2024 and September
30, 2023, we had cash of $46,326 and $149,614 respectively and there were outstanding liabilities of $592,416 and $702,847 respectively.
Stockholders deficits for the period ended 31 December 2024 were $411,054. These factors raise concerns about our ability to continue
as a going concern, as discussed in the footnotes to our financial statements. However, the companys management team has established
a new plan for financing the Companys operations in the short run, consisting of financial support by our current shareholders
and management. The company is working with its subsidiaries to implement a new partnership plan.
**Off-Balance Sheet Arrangements**
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
****
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK**
Not applicable.
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****
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
To the Shareholders and Board of Directors of Summit
Networks Inc.
**Opinion on the Financial Statements**
We have audited the accompanying consolidated balance
sheets of Summit Networks Inc (the "Company") as of December 31, 2024 , September 30, 2024 and September 30, 2023, the related
consolidated statements of operations, stockholders' (deficit)/equity and cash flows for the period ended December 31, 2024, and each
of the years ended September 30, 2024 and September 30, 2023 respectively, and the related notes to the consolidated financial statements
and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2024, September 30, 2024 and September 30, 2023 and the results of its operations
and its cash flows for the period ended December 31, 2024, for the years September 30, 2024 and September 30, 2023 respectively in conformity
with accounting principles generally accepted in the United States of America.
**Emphasis of Matter**
****
*Substantial doubt about the Company's ability to
continue as a going concern*
We draw attention to Note 2 in the financial statements,
which describes the uncertainty related to the Companys ability to continue as a going concern. The Company had limited operations
and did not generate any revenue during the period from July 8, 2014 (date of inception) to December 31, 2024. This resulted in an accumulated
deficit of $1,509,061, net current liabilities of $411,054 and net cash outflows from operating activities of $57,096. Notwithstanding
the existence of these conditions, management does not foresee any material uncertainty that will cast significant doubt on the Companys
ability to continue as a going concern and has sufficient funds to meet its obligations for the next 12 months. The Companys ability
to continue as a going concern is dependent on continuing financial support from its shareholders and management.
Our opinion is not modified with respect to this matter.
**Basis for Opinion**
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
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**Critical Audit Matters**
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.
/s/ Assentsure PAC
We have served as the Company's auditor since 2021.
Singapore
March 28, 2025
PCAOB ID No: 6783
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****
**SUMMIT NETWORKS INC.**
**CONSOLIDATED BALANCE SHEETS**
**(Audited)**
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ASSETS | |
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Current Assets: | |
| |
| | | |
| | | |
| | | |
|
Cash & cash equivalents | |
| |
$ | 39,230 | | |
$ | 46,326 | | |
$ | 149,614 | | |
|
Deposits | |
6 | |
| 2,218 | | |
| 2,602,218 | | |
| 2,218 | | |
|
Prepayments | |
| |
| 193,228 | | |
| 31,252 | | |
| 12,545 | | |
|
Total Current Assets | |
| |
| 234,676 | | |
| 2,679,796 | | |
| 164,377 | | |
|
| |
| |
| | | |
| | | |
| | | |
|
Non-Current Asset: | |
| |
| | | |
| | | |
| | | |
|
Plant & equipment, net | |
5 | |
| - | | |
| - | | |
| - | | |
|
Total Non-Current Asset | |
| |
| - | | |
| - | | |
| - | | |
|
| |
| |
| | | |
| | | |
| | | |
|
TOTAL ASSETS | |
| |
$ | 234,676 | | |
$ | 2,679,796 | | |
| 164,377 | | |
|
|
| |
| | | |
| | | |
| | | |
|
LIABILITIES & STOCKHOLDERS DEFICIT | |
| |
| | | |
| | | |
| | | |
|
Current Liabilities: | |
| |
| | | |
| | | |
| | | |
|
Accounts payable and accrued expenses | |
| |
$ | 16,730 | | |
$ | 13,416 | | |
$ | 123,847 | | |
|
Accounts payable - related parties | |
| |
| - | | |
| - | | |
| - | | |
|
Due to related parties | |
| |
| 629,000 | | |
| 579,000 | | |
| 579,000 | | |
|
Total Current Liabilities | |
| |
| 645,730 | | |
| 592,416 | | |
| 702,847 | | |
|
| |
| |
| | | |
| | | |
| | | |
|
Commitments and Contingencies | |
| |
| - | | |
| - | | |
| - | | |
|
| |
| |
| | | |
| | | |
| | | |
|
Stockholders Deficit: | |
| |
| | | |
| | | |
| | | |
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 share issued and outstanding | |
| |
| - | | |
| - | | |
| - | | |
|
Common stock, $0.001 par value, 500,000,000 shares authorized; 68,911,657, 88,711,657 and 67,139,990 issued and outstanding as of December 31, 2024, September 30, 2024 and September 30, 2023, respectively. | |
| |
| 68,912 | | |
| 88,712 | | |
| 67,140 | | |
|
Additional paid-in capital | |
| |
| 1,029,095 | | |
| 3,409,295 | | |
| 588,867 | | |
|
Accumulated deficit | |
| |
| (1,509,061 | )) | |
| (1,410,627 | ) | |
| (1,194,477 | ) | |
|
Total Stockholders (Deficit)/Equity | |
9 | |
| (411,054 | ) | |
| 2,087,380 | | |
| (538,470 | ) | |
|
TOTAL LIABILITIES & STOCKHOLDERS DEFICIT | |
| |
$ | 234,676 | | |
$ | 2,679,796 | | |
$ | 164,377 | | |
*The accompanying notes are an integral part of these
consolidated financial statements.*
| | -10- | | |
****
**SUMMIT NETWORKS INC.**
**CONSOLIDATED STATEMENTS OF OPERATIONS**
**(Audited)**
****
|
| |
| | | |
| | | |
| | | |
|
| |
For the 3 months period ended December 31, | | |
For the year ended September 30 | | |
For the year ended September 30 | | |
|
| |
2024 | | |
2024 | | |
2023 | | |
|
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
|
Other Income: | |
| | | |
| | | |
| | | |
|
Rental income | |
| - | | |
| - | | |
| 1,250 | | |
|
Interest income | |
| - | | |
| 1,900 | | |
| 1,900 | | |
|
Miscellaneous income | |
| - | | |
| - | | |
| 3,324 | | |
|
Gain on debt forgiveness | |
| - | | |
| - | | |
| 182,666 | | |
|
Reversal of over-accrued salary | |
| - | | |
| 12,500 | | |
| - | | |
|
Total Other income: | |
$ | - | | |
$ | 14,400 | | |
$ | 189,140 | | |
|
Operating Expenses: | |
| | | |
| | | |
| | | |
|
General and administrative expenses | |
| 98,434 | | |
| 230,550 | | |
| 165,362 | | |
|
Loss from operations | |
| (98,434 | ) | |
| (230,550 | ) | |
| (165,362 | ) | |
|
Net (Loss) Income | |
$ | (98,434 | ) | |
$ | (216,150 | ) | |
$ | 23,778 | | |
|
| |
| | | |
| | | |
| | | |
|
Basic Net Income (loss) per share | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
|
Diluted Net Income (loss) per share | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
|
| |
| | | |
| | | |
| | | |
|
Weighted average number of common shares outstanding | |
| 68,911,657 | | |
| 88,711,657 | | |
| 67,139,990 | | |
|
| |
| | | |
| | | |
| | | |
|
Diluted weighted average number of common shares outstanding | |
| 68,911,657 | | |
| 88,711,657 | | |
| 67,139,990 | | |
*The accompanying notes are an integral part of these
consolidated financial statements.*
****
| | -11- | | |
****
**SUMMIT NETWORKS INC.**
**CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT**
**(Audited)**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
Common Stock | | |
| | |
| | |
| | |
|
| |
Shares | | |
Amount | | |
Additional Paid-in Capital | | |
Accumulated Deficit | | |
Total | | |
|
Balance, September 30, 2022 | |
| 62,049,990 | | |
$ | 62,050 | | |
| 393,867 | | |
$ | (1,218,255 | ) | |
$ | (762,338 | ) | |
|
Net income | |
| - | | |
| - | | |
| - | | |
| 23,778 | | |
| 23,778 | | |
|
Issuance of new shares | |
| 5,090,000 | | |
| 5,090 | | |
| 195,000 | | |
| | | |
| 200,090 | | |
|
Balance, September 30, 2023 | |
| 67,139,990 | | |
$ | 67,140 | | |
| 588,867 | | |
$ | (1,194,477 | ) | |
$ | (538,470 | ) | |
|
Issuance of new shares | |
| 21,571,667 | | |
| 21,572 | | |
| 2,820,428 | | |
| - | | |
| 2,842,000 | | |
|
Net loss | |
| - | | |
| - | | |
| - | | |
| (216,150 | ) | |
| (216,150 | ) | |
|
Balance, September 30, 2024 | |
| 88,711,657 | | |
$ | 88,712 | | |
| 3,409,295 | | |
$ | (1,410,627 | ) | |
$ | 2,087,380 | ) | |
|
Net loss | |
| - | | |
| - | | |
| - | | |
| (98,434 | ) | |
| (98,434 | ) | |
|
Issuance of new shares | |
| 200,000 | | |
| 200 | | |
| 199,800 | | |
| - | | |
| 200,000 | | |
|
Abolition of shares | |
| (20,000,000 | ) | |
| (20,000 | ) | |
| (2,580,000 | ) | |
| - | | |
| (2,600,000 | ) | |
|
Balance, December 31, 2024 | |
| 68,911,657 | | |
$ | 68,912 | | |
| 1,029,095 | | |
$ | (1,509,061 | ) | |
$ | (411,054 | ) | |
*The accompanying notes are an integral part of these
consolidated financial statements.*
| | -12- | | |
****
**SUMMIT NETWORKS INC.**
**CONSOLIDATED STATEMENTS OF CASH FLOWS**
**(Audited)**
|
| |
| | | |
| | | |
| | | |
|
| |
For the 3 months period ended December 31, | | |
For the year ended September 30, | | |
For the year ended September 30, | | |
|
| |
2024 | | |
2024 | | |
2023 | | |
|
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | | |
| | | |
|
Net (loss)/income | |
$ | (98,434 | ) | |
$ | (216,150 | ) | |
$ | 23,778 | | |
|
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | | |
|
Exchange of shares for consulting fee service (Non-cash via issuance of shares) | |
| - | | |
| - | | |
| - | | |
|
Gain on debt forgiveness | |
| - | | |
| - | | |
| (182,666 | ) | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
|
Deposits | |
| - | | |
| - | | |
| (2,218 | ) | |
|
Prepayments | |
| 38,024 | | |
| (18,707 | ) | |
| (12,545 | ) | |
|
Accounts payable and accrued expenses | |
| 3,314 | | |
| (110,431 | ) | |
| 114,346 | | |
|
Net cash used in operating activities | |
| (57,096 | ) | |
| (345,288 | ) | |
| (59,305 | ) | |
|
| |
| | | |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITY: | |
| | | |
| | | |
| | | |
|
Advances from a related party | |
$ | 50,000 | | |
| - | | |
| - | | |
|
Proceed from share issuance | |
| - | | |
$ | 242,000 | | |
$ | 200,090 | | |
|
Net cash generated from financing activity | |
| 50,000 | | |
| 242,000 | | |
| 200,090 | | |
|
| |
| | | |
| | | |
| | | |
|
Net (decrease)/increase in cash and cash equivalents | |
| (7,096 | ) | |
| (103,288 | ) | |
| 140,785 | | |
|
Cash and cash equivalents at beginning of year | |
| 46,326 | | |
| 149,614 | | |
| 8,829 | | |
|
Cash and cash equivalents at end of year | |
$ | 39,230 | | |
$ | 46,326 | | |
$ | 149,614 | | |
|
| |
| | | |
| | | |
| | | |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
| | | |
| | | |
| | | |
|
Cash paid during the period for: | |
| | | |
| | | |
| | | |
|
Interest | |
$ | - | | |
$ | - | | |
$ | - | | |
|
Income Taxes | |
$ | - | | |
$ | - | | |
$ | - | | |
*The accompanying notes are an integral part of these
consolidated financial statements.*
| | -13- | | |
****
**SUMMIT NETWORKS INC.**
**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
**December 31, 2024**
**NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS**
Summit Networks Inc. (together with its subsidiary,
the "Company") was incorporated under the laws of the State of Nevada on July 8, 2014. Originally, the Company was formed to
engage in the development and operation of a business engaged in the distribution of glass craft products produced in China. On May 8,
2018, the Company acquired Real Capital Limited, a Hong Kong company ("Real Capital"), to seek opportunities in the food and
beverage industry. On March 31, 2019, the Company entered into a Share Purchase Agreement (the "Real Capital SPA") pursuant
to which it sold its interests in Real Capital. The closing of the Real Capital SPA occurred on April 10, 2019.
On May 8, 2020, Sumnet (Canada) Inc. ("Sumnet
(Canada)") was incorporated in Canada. Sumnet (Canada) issued all its ordinary shares to the Company on May 8, 2020, so that Sumnet
(Canada) became the wholly owned subsidiary of Company. On July 29, 2020, Smith Barney Enterprises Limited ("Smith Barney")
was incorporated in the British Virgin Islands. Smith Barney issued all its ordinary shares to the Company on July 29, 2020, so that Smith
Barney became the wholly owned subsidiary of Company. On August 28, 2020, Green Energy (HK) Limited ("Green Energy") was incorporated
in Hong Kong. Green Energy issued all its ordinary shares to Smith Barney on August 28, 2020 so that Green Energy became the wholly owned
subsidiary of Smith Barney. On September 27, 2020, Beijing Asian League Wins Technology Co., Ltd. ("Beijing ALW") was incorporated
in People's Republic of China. Green Energy subscribed all capital stock of Beijing ALW on September 27, 2020 so that Beijing ALW became
the wholly owned subsidiary of Green Energy.
On January 20, 2021, Beijing ALW and Green Energy
entered into a series of contractual agreements (the "VIE Agreement") with Hengshui Jingzhen Environmental Company Limited ("Hengshui
Jingzhen", or the "VIE"), whereby Beijing ALW gained control over Hengshui Jingzhen, a P.R. China company, which provides
integrated hazardous waste management services, including collecting, transferring, disposing, and recycling of hazardous waste, primarily
in Hebei, China. On March 29, 2021, the board of directors and a majority shareholder of the Company approved the termination of the VIE
Agreements with Hengshui Jingzhen. On the same date, Beijing ALW, Hengshui Jingzhen, and Hengshui Jingzhen's shareholders entered into
a Termination Agreement (the "Termination Agreement") to terminate all existing VIE Agreements signed on January 20, 2021. Pursuant
to the Termination Agreement, all of the rights and obligations under the existing VIE Agreements were terminated and the Company no longer
had control of Hengshui Jingzhen. See NOTE 4. EXECUTION AND TERMINATION OF VIE AGREEMENTS.
On July 17, 2019, the Company received FINRA approval
to effect a 10-for-1 stock dividend to holders of its common stock as of June 1, 2019, the record date for the dividend. As a result,
common stock figures, share capital, additional paid in capital, and earnings per share information have been retroactively adjusted to
reflect the stock dividend.
| | -14- | | |
On January 20, 2021, the Company changed its fiscal
year-end from July 31 to September 30.
On November 30, 2022, the Company and Future Era Tech
(FET) signed a master agreement for cooperation. FET purchased 5,000,000 shares for $0.04 and acquired the independent management
rights and management rights of the company's subsidiary, SUMNET. FET mainly operates clean energy methanol flameless boilers, as well
as the research and development and sales of automated production lines. By December 29, the $200,000 investment had been fully credited
to the transaction. The first trial order has also been executed by December 29, 2022.
On April 13, 2023, the Company issued 90,000 shares
of its common stock, par value $0.001 per share equitably allocated to Mr. Youyang (John) Cheng, the director, Mr. Jian Hua James Shu,
the director and Mr. Weiwei (Ricky) Jiang, the director.
On October 2, 2023, the company issued 666,667 shares
of common stock to Mrs. Chaoxia Huang, par value $ 0.15 per share for $100,000.05 as the operating capital.
On March 27, 2024, the company issued 625,000 shares
of common stock to Mrs. Chaoying Huang, for $100,000 as the operating capital.
On April 8, 2024 Summit Networks, Inc. (SNTW)
entered into a stock purchase agreement with the shareholders of 1103001 B.C. Ltd., dba St. Mega Enterprises, a Canadian corporation,
located in British Columbia Canada , (Mega). The transaction was consummated on May 31, 2024 and SNTW acquired all the outstanding
common stock of Mega. Due to this transaction, Mega has become a wholly owned subsidiary of SNTW. The shareholders of Mega received 20,000,000
shares of the common stock of SNTW. Subsequently, on October 11, 2024 the parties agreed to terminate the transaction and they entered
into a Reverse Merger Agreement, whereby the Mega transaction was rescinded and all previous actions in support of the transaction were
reversed and the transaction was terminated.
On October 16, 2024, the company publicly disclosed
all documents of the reverse merger, including Stephen Kok Koon Tans resignation from the board of directors.
On December 12, 2024, 20 million stock certificates
were returned to the company's share pool.
On April 9, 2024, the company issued 200,000 shares
of common stock to Ms. Luo Qun, par value $0.13 per share in exchange for $26,000 of consulting services.
On July 13, 2024, the company issued 30,000 shares
of common stock to Mrs. He Chen at a price of $0.20 per share as consideration for providing IT-related services for a period of two years
and 50,000 shares of common stock at a price of $0.20 per share to Mr. Xuezhi Ma for consideration for providing consulting services for
a period of two years.
On September 30, 2024, the Company changed its fiscal
year-end from September 30 to December 31.
On October 16, 2024, the company publicly disclosed
all documents of the reverse merger, including Stephen Kok Koon Tans resignation from the board of directors.
Until the expiration of the project contract with
FET on December 31, 2024, the Company's contract with FET will not be renewed as the product specifications do not meet local market requirements.
On October 14, 2024, the Company's Board of Directors
resolved to approve the senior team's project plan for year 2025-2026, agreeing on the plan for new entrepreneurial project, a plan to
establish a new team of IT professionals, and the incentive plan were also agreed upon.
On December 12, 2024, 20 million stock certificates
were returned to the company's share pool.
| | -15- | | |
On December 13, 2024, the company issued 50,000 shares
of common stock to Mr. Zhuo An Li at a price of $1.00 per share as consideration for providing IT-related services.
On December 16, 2024, the company issued 100,000 shares
of common stock to Ms. Julie Yijia Yan as a nominee of Mr. Jun Yan at a price of $1.00 per share as consideration for providing IT-related
services.
On December 16, 2024, the company issued 50,000 shares
of common stock to Mr. Adrian Sylvain Chua at a price of $1.00 per share as consideration for providing IT-related services.
As of December 31, 2024, the Company had 68,911,657
shares of common stock issued and outstanding.
****
**NOTE 2. GOING CONCERN**
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
The Company had limited operations and did not generate
any revenue during the period from July 8, 2014 (date of inception) to December 31, 2024. This resulted in an accumulated deficit of $1,509,061,
net current liabilities of $411,054 and net cash outflows from operating activities of $57,096. Notwithstanding the existence of these
conditions, management does not foresee any material uncertainty that will cast significant doubt on the Companys ability to continue
as a going concern and has sufficient funds to meet its obligations for the next 12 months. The Companys ability to continue as
a going concern is dependent on continuing financial support from its shareholders and management.
The Company is actively looking for new business
opportunities, and its operating expenses are solely dependent on loans from its shareholders.
**NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
**Basis of Presentation and Consolidation**
****
The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP)
and pursuant to the rules and regulations of the Securities Exchange Commission and have been consistently applied. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany
balances and transactions are eliminated upon consolidation.
****
**Use of Estimates**
****
The preparation of condensed consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the
date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
| | -16- | | |
**Cash and Cash Equivalents**
Cash and cash equivalents are on deposit with financial
institutions without any restrictions. As of December 31, 2024, September 30, 2024 and September 30, 2023, cash equivalents amounted to
$39,230, $46,326 and $149,614 respectively.
**Plant and equipment, net**
Plant and equipment are recorded at cost. Depreciation
is computed using the straight-line method over the estimated useful lives of the related capitalized assets.
**Related parties**
Parties, which can be a corporation or individual,
are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
**Deferred Tax**
The Company accounts for income taxes using the asset
and liability method in accordance with ASC 740, "Accounting for Income Taxes". The asset and liability method provide that
deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company
records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
**Net Loss Per Share**
The Company calculates net loss per share in accordance
with ASC Topic 260, Earnings per Share. Basic income per share is computed by dividing the net income by the weighted-average
number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that
the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common
stock equivalents had been issued and if the additional common shares were dilutive.
**Income Tax**
ASC 740 provides guidance for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a tax return. If the Company determines that an uncertain
tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the
uncertain tax position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would
then be recorded if the Company determined it is more likely than not that a position would not be sustained upon examination or if a
payment would have to be made to a taxing authority and the amount is reasonably estimable. The Company does not believe any uncertain
tax positions exist that would result in the Company having a liability to the taxing authorities. The Company classifies interest and
penalties related to unrecognized tax benefits, if and when required, as part of interest expense and other expense in the statements
of operations. As of December 31, 2024, September 30, 2024 and September 30, 2023, the Company did not have any amounts recorded pertaining
to uncertain tax positions.
**Fair Value Measurements**
The Company adopted the provisions of ASC Topic 820,
"Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes
a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments,
including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term
nature of these instruments.
| | -17- | | |
ASC 820 defines fair value as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy,
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - quoted prices in active markets for identical
assets or liabilities
Level 2 - quoted prices for similar assets and liabilities
in active markets or inputs that are observable
Level 3 - inputs that are unobservable (for example
cash flow modelling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.
**Recent Accounting Pronouncements**
The Company adopts new pronouncements relating to
generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
**NOTE 4. EXECUTION AND TERMINATION OF VIE AGREEMENTS**
On January 20, 2021, Beijing ALW and Green Energy
entered into a series of contractual arrangements, including Equity Pledge Agreement, Exclusive Technology Development, Consulting and
Services Agreement, Exclusive Option Agreement, and Irrevocable Power of Attorney (collectively, the "VIE Agreements") with
Hengshui Jingzhen, whereby Beijing ALW gained control over Hengshui Jingzhen, a P.R. China company, which provides integrated hazardous
waste management services, including collecting, transferring, disposing, and recycling of hazardous waste, primarily in Hebei, China.
This transaction was accounted for as a reverse merger in which the Company was the legal acquirer and Hengshui Jingzhen was the accounting
acquirer.
On March 29, 2021, due to changes of the Company's
business plan, the board of directors and a majority shareholder of the Company approved the termination of the VIE Agreements with Hengshui
Jingzhen. On the same date, Beijing ALW, Hengshui Jingzhen, and Hengshui Jingzhen's shareholders entered into a Termination Agreement
to terminate all existing VIE Agreements signed on January 20, 2021. Pursuant to the Termination Agreement, all of the rights and obligations
under the existing VIE Agreements were terminated and the Company had no control of Hengshui Jingzhen. Currently, two wholly-owned BVI
subsidiaries, Smith Barney, Green Energy and Beijing ALW were terminated. Therefore, in order to avoid unforeseen risk, we ceased our
waste disposal and pollution treatment business in China.
**NOTE 5. PLANT & EQUIPMENT, NET**
Plant & Equipment, net consisted of the following:
|
Schedule of plant & equipment, net | |
| | | |
| | | |
| | | |
|
| |
December 31, 2024 | | |
September 30, 2024 | | |
September 30, 2023 | | |
|
Office furniture | |
$ | 5,536 | | |
$ | 5,536 | | |
$ | 5,536 | | |
|
| |
| 5,536 | | |
| 5,536 | | |
| 5,536 | | |
|
Less: Accumulated depreciation | |
| (5,536 | ) | |
| (5,536 | ) | |
| (5,536 | ) | |
|
Plant & equipment, net | |
| - | | |
| - | | |
| - | | |
Depreciation expense for the period ended December
31, 2024 and year ended September 30, 2024 and September 30, 2023 were all $Nil0.
| | -18- | | |
**NOTE 6. DEPOSITS**
****
|
Schedule of deposits | |
| | | |
| | | |
| | | |
|
| |
December 31, 2024 | | |
September 30, 2024 | | |
September 30, 2023 | | |
|
Rental deposit | |
| 2,218 | | |
| 2,218 | | |
| 2,218 | | |
|
Shares application money* | |
| - | | |
| 2,600,000 | | |
| - | | |
|
| |
$ | 2,218 | | |
$ | 2,602,218 | | |
| 2,218 | | |
****
|
* | This represents share application money to acquire St. Mega Enterprises shares by
issuing 20 million shares of the company. |
|
**NOTE 7. PREPAYMENTS**
At 31 December 2024, this represent prepayment for
consulting fees incurred for the subsequent digital transformation project in 2025.
**NOTE 8. RELATED PARTY BALANCES AND TRANSACTIONS**
**Related Party Balances**
As of December 31, 2024, September 30, 2024 and September
30, 2023, the amounts due to the shareholders of the Company, Shuhua Liu and Chiu Kin Wong and a third party Zenox Enterprise, were $629,000,
$579,000 and $579,000, respectively, which were unsecured, non-interest bearing with no specific repayment terms.
**NOTE 9. STOCKHOLDERS' (DEFICIT)/EQUITY**
On July 8, 2019, the Company filed an Amended and
Restated Articles of Incorporation (the "Restated Charter") with the Secretary of State of the State of Nevada. Pursuant to
the Restated Charter, the Company's capital stock consists of 510,000,000 shares, of which 500,000,000 are designated common stock and
10,000,000 are designated as preferred stock.
On July 17, 2019, the Company received FINRA approval
to effect a 10-for-1 stock dividend to holders of its common stock as of June 1, 2019, the record date for the dividend. As a result,
common stock figures, share capital, additional paid in capital, and earnings per share information have been retroactively adjusted for
all periods presented to reflect the stock dividend.
On January 7, 2020, in connection with the MoralArrival
Share Exchange Agreement, the Company issued 3,000,000 shares of common stock to Ms. Liu. On November 11, 2020, the Share Exchange Agreement
with MoralArrival was terminated and the 3,000,000 shares issued to Ms. Liu were cancelled.
On February 3, 2021, the Company issued 500,000 shares
of common stock to Catalpa Holdings, Inc., a third party, as compensation for its consulting services. The fair value of 500,000 was determined
to be $15,000 and was recognized as stock- based compensation for the year ended September 30, 2021.
On May 13, 2021, the Company issued 500,000 shares
of common stock to Mr. Jun Du, the Chief Operating Officer. The fair value of 500,000 was determined to be $15,000 and was recognized
as stock-based compensation for the year ended September 30, 2021.
On November 30, 2022, the Company and Future Era Tech
(FET) signed a master agreement for cooperation. FET purchased 5,000,000 shares for $0.04 and acquired the independent management
rights and management rights of the company's subsidiary, SUMNET. FET mainly operates clean energy methanol flameless boilers, as well
as the research and development and sales of automated production lines. By December 29, the $200,000 investment had been fully credited
to the transaction. The first trial order has also been executed by December 29, 2022.
| | -19- | | |
On April 13, 2023, the Company issued 90,000 shares
of its common stock, par value $0.001 per share equitably allocated to Mr. Youyang (John) Cheng, the director, Mr. Jian Hua James Shu,
the director and Mr. Weiwei (Ricky) Jiang, the director.
On October 2, 2023, the company issued 666,667 shares
of common stock to Mrs. Chaoxia Huang, par value $ 0.15 per share for $100,000.05 as the operating capital.
On March 27, 2024, the company issued 625,000 shares
of common stock to Mrs. Chaoying Huang, for $100,000 as the operating capital.
On April 8, 2024 Summit Networks, Inc. (SNTW)
entered into a stock purchase agreement with the shareholders of 1103001 B.C. Ltd., dba St. Mega Enterprises, a Canadian corporation,
located in British Columbia Canada , (Mega). The transaction was consummated on May 31, 2024 and SNTW acquired all the outstanding
common stock of Mega. Due to this transaction, Mega has become a wholly owned subsidiary of SNTW. The shareholders of Mega received 20,000,000
shares of the common stock of SNTW.
On April 9, 2024, the company issued 200,000 shares
of common stock to Ms. Luo Qun, par value $0.13 per share in exchange for $26,000 of consulting services.
On July 13, 2024, the company issued 30,000 shares
of common stock to Mrs. He Chen at a price of $0.20 per share as consideration for providing IT-related services for a period of two years
and 50,000 shares of common stock at a price of $0.20 per share to Mr. Xuezhi Ma for consideration for providing consulting services for
a period of two years.
On September 30, 2024, the Company changed its fiscal
year-end from September 30 to December 31.
On October 16, 2024, the company publicly disclosed
all documents of the reverse merger, including Stephen Kok Koon Tans resignation from the board of directors.
Until the expiration of the project contract with
FET on December 31, 2024, the Company's contract with FET will not be renewed as the product specifications do not meet local market requirements.
On October 14, 2024, the Company's Board of Directors resolved to approve
the senior team's project plan for year 2025-2026, agreeing on the plan for new entrepreneurial project, a plan to establish a new team
of IT professionals, and the incentive plan were also agreed upon.
On December 12, 2024, 20 million shares of common stock were returned to
the company's share pool.
On December 14, 2024, the company issued 50,000
shares of common stock to Mr. Zhuo An Li at a price of 1.00 per share as consideration for providing IT-related services.
On December 16, 2024, the company issued 100,000
shares of common stock to Ms. Julie Yijia Yan as a nominee of Mr. Jun Yan at a price of 1.00 per share as consideration for providing
IT-related services,.
On December 16, 2024, the company issued 50,000
shares of common stock to Mr. Adrian Sylvain Chua at a price of $1.00 per share as consideration for providing IT-related services.
As of December 31, 2024, the Company had 68,911,657
shares of common stock issued and outstanding.
| | -20- | | |
**NOTE 10. INCOME TAXES**
The reconciliation of income tax benefit at the U.S.
statutory rate of 21% for the period/year ended December 31, 2024, September 30, 2024 and September 30, 2023 to the Company's effective
tax rate is as follows:
|
Schedule of reconciliation of income tax benefit | |
| | | |
| | | |
| | | |
|
| |
December 31, 2024 | | |
September 30, 2024 | | |
September 30, 2023 | | |
|
US statutory rate | |
| 21 | % | |
| 21 | % | |
| 21 | % | |
|
Income tax expenses/(benefit) at statutory rate | |
$ | (20,671 | ) | |
$ | (45,392 | ) | |
$ | 4,993 | | |
|
Change in valuation allowance | |
| 20,671 | | |
| 45,392 | | |
| (4,993 | ) | |
|
Income tax expense | |
$ | - | | |
$ | - | | |
$ | - | | |
**NOTE 11. SUBSEQUENT EVENTS**
The Company has evaluated subsequent events occurring
after the balance sheet date and has determined that the following events require disclosure:
****
**Subsidiary's Project Delivery Agreement**
On January 30, 2025, Sumnet (Canada) Inc. ("Sumnet"),
a wholly owned subsidiary of SNTW, entered into a project delivery agreement.This agreement includes a provision wherein Sumnet
commits to supporting the parent company's future digital functionality enhancements and maintenance at no additional cost, thereby reinforcing
the collaborative synergy within the organization.
As of the date of this report, Sumnet has completed
the technical integration phase and is actively promoting its services in the market.The subsidiary is in advanced discussions with
prospective clients, with project contracts anticipated to be signed in the near term.
These developments are expected to strengthen the
Company's operational capabilities and market positioning.
*Note: The Company has evaluated subsequent events
through 28thMarch 2025, the date these financial statements were issued, and determined that no additional disclosures are
necessary.*
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE**
None.
**ITEM 9A. CONTROLS AND PROCEDURES**
**Evaluation of Disclosure Controls and Procedures**
At the end of the period covered by this Annual Report
on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal
Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and
procedures (as defined in Rule 13a 15(e) and Rule 15d 15(e) under the Exchange Act) as of the end of the period covered
by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our
disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports
that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports
filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for
accurate and timely decisions regarding required disclosure.
| | -21- | | |
Disclosure controls and procedures were not effective
due primarily to a material weakness in the segregation of duties in the Companys internal control of financial reporting as discussed
below.
Internal Control over Financial Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information
appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Management conducted an evaluation of the design and
operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in
a framework developed by the Companys management pursuant to and in compliance with the criteria established in Internal Control
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation
included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness
of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial
reporting was not effective, because management identified a material weakness in the Companys internal control over financial
reporting related to the segregation of duties as described below.
While the Company does adhere to internal controls
and processes that were designed and implemented based on the COSO report, it is difficult with a very limited staff to maintain appropriate
segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i)
the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement
that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that
this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual
or interim financial statements may not be prevented or detected.
**Management****s Remediation Initiatives**.
Management has evaluated, and continues to evaluate,
avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have
been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to
continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue
to be in use at the Company.
**Changes in internal controls over financial reporting**
There were no changes in the Companys internal
control over financial reporting that occurred prior to the Companys most recent financial quarter that materially affected, or
are reasonably likely to materially affect, the Companys internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION**
None.
**ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
None.
****
| | -22- | | |
****
**PART III**
****
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE**
The following table sets forth information regarding
directors and officers. All directors hold office until the next annual meeting of stockholders or until their successors have been
elected or qualified.
|
Name |
|
Age |
|
Positions |
|
Date First
Appointed |
|
Date Resigned | |
|
Shuhua Liu |
|
52 |
|
Chair of the Board |
|
June 17, 2019 |
|
April 10, 2024 (resigned CEO) | |
|
Xian Nan (Delia) Zheng |
|
43 |
|
Director, Secretary |
|
March 22, 2023 |
|
| |
|
Youyang (John)Cheng |
|
68 |
|
Independent Director |
|
March 22, 2023 |
|
| |
|
Jianhua (James) Shu |
|
73 |
|
Independent Director |
|
March 22, 2023 |
|
| |
|
Weiwei (Ricky) Jiang |
|
33 |
|
Independent Director |
|
March 22, 2023 |
|
| |
|
Chao Long (Charlene) Huang |
|
72 |
|
Chief Executive Officer |
|
October 17, 2024 |
|
| |
|
Xuezhi (George) Ma |
|
56 |
|
Chief Financial Officer |
|
October 17, 2024 |
|
| |
**Ms. Liu,**aged 52, has served as a Director
of the Company since June 2019. She has also been serving as the President of Hebei Jingxin Group, a construction company in China, since
2015. Prior to that, Ms. Liu served as the Executive Deputy General Manager of Hebei Jingxin Group from 2010 to 2015. In 2016, Ms. Liu
received her Bachelor of Arts degree from National Open University located in China. She received an MBA degree from Business School Netherlands
of Tsinghua University of Beijing in 2017.
****
**Ms. Zheng,**aged 43, was employed from
2014 through 2018 as General Manager for Shanghai Timeless International Co., Ltd (STIT) in Shanghai, China. STIT is in
the business of arranging transportation for freight and cargo. In 2008 Ms. Zheng earned a masters degree in business administration
at Northwestern Polytechnic University, USA, district located in Vancouver, Canada.
****
**Mr. Cheng**, aged 68, is a Managing Director
of Asia Region for Global Steering System, LLC (ARGSS), which is located in Changshu, China. Mr. Cheng has held this position
since October 2012. ARGSS is in the business of designing and manufacturing steering systems for various types of vehicles. In 1982, Mr.
Cheng earned a bachelors degree in science & technology from the University of Shanghai, Located in Shanghai, China.
****
**Mr. Shu**, aged 73, was employed as a
Head of Operations at Cara Operations Limited (COL) from May 1990 to June 2016. COL is in the airline services business.
In 1985 Mr. Shu earned a degree in industrial Economics Management at Shanghai University of Finance and Economics, located in Shanghai,
China.
****
**Mr. Jiang**, aged 33, is a Manager at
Purewest Property Investment Ltd. (PPI) located in Vancouver, British Columbia, Canada. He has held this position since
September 2022, PPI is in the real estate development business. In 2009, Mr. Jiang earned a Bachelor of Commerce degree at the University
of British Columbia.
| | -23- | | |
****
**Mrs. Huang**, aged 72. Ms. Huang graduated
from Huangshan Forestry College in Anhui, China with a degree in Forestry in 1975 and from Nanjing Normal University in Nanjing, China
with a degree in Chinese Language and Literature in 1991. From 1975 to1980, Ms. Huang worked as Forestry Technical Engineer for the Qingyang
Forestry Bureau in Anhui, China. From 1980 to 1993, Ms. Huang worked for Meishan Metallurgical Newspaper Company. From 1993 to 2017, Ms.
Huang worked as the Chief Executive Officer for various companies, including Shanghai Timeless International Transportation Co., Ltd.,
Hongkong Magic Dragon Shipping & Enterprises, Co., Ltd. and Shanghai Starlink Transportation and Forwarding Co. Ltd. From 2019 to
2021, Ms. Huang has previously served as the Chief Financial Officer for the Company.
****
**Mr. Ma**, aged 56. Mr. Ma graduated from
Langara College in Vancouver, British Columbia, Canada with a degree in International Business in May 2000. Mr. Ma also attended the Canadian
Securities Institute in Vancouver, British Columbia from March 1999 to May 2001 and received a certificate as a futures and options broker.
Mr. Ma attended Tongji University in Shanghai, China from 1987 to 1991 and received a bachelors degree in mechanical engineering.
From 1991 to 1995 he worked for the Beijing Railway Bureau as a mechanical engineer, designing and installing new equipment and supervising
and administering a technical team. From 2001 through 2006 he worked for HCL Derivatives, Inc. in Vancouver, Canada where he provided
instant market information to clients and executed their orders; explained fundamental, technical analysis and trading psychology to clients,
developed and maintained a customer database and source for new customers, and designed a detailed trading and investment plan. From 2008
to 2010 he worked for Swifttrade, Inc. in Vancouver, Canada as a day trader. From 2011 to the present, he works as a family fund manager
and oversees risk manager for private funds.
**Director Independence**
Our company has three independent directors, and all
directors are also served as members of the audit committee.
**The Board and Committees**
Our Company does not have separately designated standing
audit, nominating or compensation committees in place. Instead, our Company's entire board of directors has served, and currently serves,
in that capacity. This is due to the small number of executive officers involved with the Company and the fact that the Company operates
with few employees. Our board of directors will continue to evaluate, from time to time, whether a separately designated standing audit
committee should be put in place. We do not have an audit committee financial expert as that term is defined by the rules promulgated
by the Securities and Exchange Commission. We currently have limited working capital and limited revenues. Management does not believe
that is would be in our best interests at this time to retain independent directors to sit on an audit, nominating or compensation committee.
If we are able to generate sufficient revenues in the future, then we will likely seek out and retain independent directors and form an
audit committee.
We have not adopted practices or polices regarding
employee, officer and director hedging in accordance with Item 407(i) of Regulation S-K.
**Legal Proceedings**
To the knowledge of our management, there are no material
proceedings to which any of our directors, officers or affiliates are a party adverse to our Company.
****
**Code of Ethics**
We intend at some point to adopt a code of ethics
that applies to our officers, directors and employees. We will file copies of our code of ethics in a current report on Form 8-K. You
will be able to review these documents by accessing our public filings at the SEC's website at www.sec.gov. In addition, a copy of the
code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions
of our code of ethics in a current report on Form 8-K.
| | -24- | | |
**ITEM 11. EXECUTIVE COMPENSATION**
There are no current employment agreements between
us and our directors and officers. We have never paid any compensation to any of our executive officers or directors. Our current officers
have agreed to work with no remuneration until such time as we receive sufficient revenues necessary to provide management salaries. At
this time, we cannot accurately estimate when sufficient revenues will occur that will allow us to begin paying this compensation, or
what the amount of the compensation will be. The Company currently has no annuity, pension or retirement benefits proposed to be paid
to our officers, directors or employees.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The following table sets forth certain information
regarding the beneficial ownership of our common stock as of the date of this Annual Report by (i) each stockholder known by us to be
the beneficial owner of more than 5% of our common stock, (ii) by each director and executive officer of our company and (iii) by all
executive officers and directors of our company as a group. Each of the persons named in the table has sole voting and investment power
with respect to common stock beneficially owned.
|
Name and Address | |
Number of Shares Owned | | |
Percentage of Shares Owned(1) | | |
|
5% Stockholders | |
| | | |
| | | |
|
Hass Group, Inc.(2) | |
| 42,753,504 | | |
| 62.04 | % | |
|
Super Dragon Shipping & Trading Limited | |
| 4,328,496 | | |
| 6.28 | % | |
|
Future Era Tech Ltd. | |
| 5,000,000 | | |
| 7.26 | % | |
|
Directors and Officers: | |
| | | |
| | | |
|
Zenox Enterprises Inc.(3) | |
| 1,809,665 | | |
| 2.62 | % | |
|
Shijian Zheng(4) | |
| 1,097,933 | | |
| 1.59 | % | |
|
Chao Long Huang | |
| 71,732 | | |
| 0.10 | % | |
|
Royal Stanley Consulting (Canada) Inc.(5) | |
| 1,034,174 | | |
| 1.50 | % | |
|
You Yang Cheng(7) | |
| 30,000 | | |
| 0.04 | % | |
|
Weiwei(Ricky) Jiang(9) | |
| 30,000 | | |
| 0.04 | % | |
|
Jianhua James Shu(8) | |
| 30,000 | | |
| 0.04 | % | |
|
Xuezhi (George)Ma(6) | |
| 50,000 | | |
| 0.07 | % | |
|
Directors and Officers as a Group | |
| 4,153,504 | | |
| 6.00 | % | |
(1) Applicable percentage ownership is based on 68,911,657
shares outstanding on December 31, 2024. There are no options, warrants, rights, conversion privilege or similar right to acquire
the common stock of the Company outstanding as of December 31, 2024.
(2) Juli Enterprises Inc., a company organized under
the laws of British Virgin Islands, owns 100% of the shares of the Hass Group, Inc. Shuhua Liu, a citizen of peoples Republic of
China is the owner and serves as the sole director of Juli Enterprises Inc. As such, both Juli Enterprises Inc. and Shuhua Liu may be
deemed to be the beneficial owners of all shares of common stock held by the Hass Group, Inc.
(3) The Chief Executive Officer, Chao Long(Charlene)
Huang, owns 1,809,665 shares of common stock in the company under her name,Zenox Enterprises Inc,
(4) The Chief Executive Officer, Chao Long(Charlene)
Huang, shares a joint ownership interest in the brokerage account with her spouse, Shijian Zheng including 1,097,933 shares of common
stock.
(5) The Secretary, Xian Nan (Delia)Zheng, owns
1,034,174 shares of common stock in the company under her name, Royal Stanely Consulting (Canada) Inc.
(6) The Chief Financial Officer, Xuezhi(George)Ma,
owns 50,000 shares of common stock.
(7) Independent Director, You yang Cheng, owns 30,000
shares of common stock.
(8) Independent Director, Jianhua James Shu, owns
30,000 shares of common stock.
(9) Independent Director, Weiwei (Ricky) Jiang, owns
30,000 shares of common stock.
****
| | -25- | | |
|
Name and Address | |
Number of Shares Owned | | |
Percentage
of Shares
Owned(1) | | |
|
(iii)5% Stockholders | |
| | | |
| | | |
|
Hass Group, Inc. (2) | |
| 42,753,504 | | |
| 62.04 | % | |
|
Super Dragon Shipping & Trading Limited | |
| 4,328,496 | | |
| 6.28 | % | |
|
Future Era Tech Ltd. | |
| 5,000,000 | | |
| 7.26 | % | |
|
Directors and Officers: | |
| | | |
| | | |
|
Directors and Officers as a Group | |
| 4,153,504 | | |
| 6.00 | % | |
(1) Applicable percentage ownership is based on 68,911,657
shares outstanding on December 31, 2024. There are no options, warrants, rights, conversion privilege or similar right to acquire
the common stock of the Company outstanding as of December 31, 2024.
(2) Juli Enterprises Inc., a company organized under
the laws of British Virgin Islands, owns 100% of the shares of the Hass Group, Inc. Shuhua Liu, a citizen of people's Republic of China
is the owner and serves as the sole director of Juli Enterprises Inc. As such, both Juli Enterprises Inc. and Shuhua Liu may be deemed
to be the beneficial owners of all shares of common stock held by the Hass Group, Inc.
****
**ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE**
On June 15, 2020, the Company entered into loan agreements
with Shuhua Liu and Chiu Kin Wong for an aggregate loan of $400,000 with no interest. Shuhua Liu agreed to lend $280,000 to the Company
and Chiu Kin Wong agreed to lend $120,000, both for the Company's working capital in connection with going public, merger and acquisition.
The Company agrees to repay the loan balance after its first financing activity. Shuhua Liu is the Chief Executive Officer and Director
of the Company. Chiu Kin Wong is a shareholder of the Company. The amount of principal outstanding on the loan as of November 13, 2020
is $400,000. No principal or interest was paid by the Company during the fiscal year ended September 30, 2021. During the period ended
September 30, 2021, the company borrowed $179,000 from its shareholders to pay certain expenses.
Starting from October 2022, the company started to raise a modest amount of money, which ensured the normal operation of the company.
By September 30, 2024, $400,000 was successfully financed.
**Advances From related parties**
Our Board of Directors are responsible to approve
all related parties transactions. We have not adopted written policies and procedures specifically for related person transactions.
**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
The following table presents the fees for professional
audit services for the audit of our annual financial statements for the fiscal period ended December 31, 2024 and year ended September
30, 2024 and September 30, 2023 and fees billed for other services during those periods.
Audit fees to Assentsure for the annual audit of our
financial statements and the periodic reviews of the financial statements were as follows:.
|
| |
December 31, 2024 | | |
September 30, 2024 | | |
September 30, 2023 | | |
|
Audit fees (1) | |
$ | 10,000 | | |
$ | 21,778 | | |
$ | 18,500 | | |
|
Audit-related fees | |
| - | | |
| 15,000 | | |
| - | | |
|
Total Fees | |
$ | 10,000 | | |
$ | 36,778 | | |
$ | 18,500 | | |
(1) Audit fees consist of audit and review services, consent
and review of documents filed with the SEC. For fiscal period/years ended December 31, 2024, September 30, 2024 and September 30, 2023,
respectively.
| | -26- | | |
**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE**
(a) The following documents are filed as part of this Report:
(1) Financial Statements
(2) Exhibits
We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be retrieved from SEC website at www.sec.gov.
**ITEM 16. FORM 10-K SUMMARY**
Not applicable.
****
**EXHIBIT INDEX**
|
Exhibit No. |
|
Description | |
|
3.1 |
|
Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3 to Form DEF 14C, filed with the Commission on June 18, 2019. | |
|
3.2 |
|
Bylaws, incorporated herein by reference to Exhibit 3.2 to Form S-1, filed with the Commission on October 1, 2014 | |
|
31.1 |
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
|
31.2 |
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
|
|
32.1 |
|
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
|
32.2 |
|
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | |
|
101* |
|
XBRL Instance Document (XBRL tags are embedded within the Inline XBRL document) | |
*Filed herewith
| | -27- | | |
**SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d)
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.**
By:*/s/Chao Long Huang*
Chao Long Huang
Chief Executive Officer
By:*/s/ Xian Nan Zheng*
Xian Nan Zheng
Chief Financial Officer
Date: March 28, 2025
| | -28- | | |