Amended Current Report Filing (8-k/a)
February 16 2021 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: February 16, 2021
SUMMIT
NETWORKS INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-199108
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35-2511257
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Changning
Road North, Economic and Technological Development Zone
Hengshui,
Hebei, China 053000
(Address
of principal executive offices)
(86)
0318-2683220
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
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
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☐
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. ☐
EXPLANATORY
NOTE
On
January 26, 2021, Summit Networks Inc. (“we,” “us,” “our,” or “our Company”) filed
a Current Report on Form 8-K (the “Original Filing”) with the Securities and Exchange Commission (“SEC”)
to inform the public that a reverse merger transaction (the “Reverse Merger”) had been consummated between our Company
and Hengshui Jingzhen Environmental Company Limited, a PRC company (the “Hengshui Jingzhen”). On January 20, 2021,
a series of contractual arrangements, including the Equity Pledge Agreement, the Exclusive Technology Development, Consulting
and Services Agreement, the Exclusive Option Agreement and Spousal Consent and Irrevocable Power of Attorney (collectively, the
“VIE Agreements”) entered into among our wholly owned subsidiary Beijing Asian League Wins Technology Co., Ltd (the
“Beijing ALW”), Hengshui Jingzhen and Hengshui Jingzhen’s shareholders, pursuant to which Beijing ALW gained
control over Hengshui Jingzhen. The VIE Agreements enable us to exercise effective control over Hengshui Jingzhen and realize
substantially all of the economic risks and benefits arising from Hengshui Jingzhen. As a result of the Reverse Merger, we included
the financial results of Hengshui Jingzhen in our consolidated financial statements in accordance with U.S. GAAP as if it were
our wholly owned subsidiary.
Our
Company is filing this Amendment No. 1 to the Current Report on Form 8-K (the “Form 8-K/A”) to amend the Original
Filing in order to prevent a lapse in reporting by providing the information required for Hengshui Jingzhen, the accounting
acquirer, including its unaudited consolidated financial statements for the three months ended December 31, 2020 and 2019, as set
forth in Section 12240.4 of the SEC’s Division of Corporate Finance Financial Reporting Manual, which covers situations
involving reverse acquisitions where the registrant elects to adopt the fiscal year of the accounting acquirer and to provide
the pro forma information required in connection with the transaction. Accordingly, our Company is filing herewith as Exhibit
99.1 the information that would be included in a Quarterly Report on Form 10-Q for the period ended December 31, 2020, if
Hengshui Jingzhen were to file such form, and Exhibit 99.2 containing the pro forma information.
Except
as described above, no other changes have been made to the Original Filing and this Form 8-K/A does not modify or update any other
information in the Original Filing. Information not affected by the changes described above is unchanged and reflects the disclosures
made at the time of the Original Filing. Accordingly, this Form 8-K/A should be read in conjunction with our Company’s filings
made with the SEC subsequent to the date of the Original Filing.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(a)
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Financial
Statements of Business Acquired
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Included
in Exhibit 99.1 filed herewith are the unaudited consolidated financial statements of Hengshui Jingzhen for the three months
ended December 31, 2020 and 2019, which are incorporated herein by reference. The Original Filing included the audited consolidated
financial statements of Hengshui Jingzhen for the years ended September 30, 2020 and 2019.
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(b)
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Pro
Forma Financial Information
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The unaudited pro forma combined financial
information of our Company, including the unaudited pro forma combined balance sheet as of December 31, 2020, the unaudited pro
forma combined statement of comprehensive income for the three months ended December 31, 2020 and the notes related thereto are
filed as Exhibit 99.2 and are incorporated herein by reference.
The
following exhibits are filed herewith:
Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation, incorporated by reference to Exhibit 3 to Form DEF 14C, filed with the Commission
on June 18, 2019.
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3.2
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Bylaws,
incorporated herein by reference to Exhibit 3.2 to Form S-1, filed with the Commission on October 1, 2014
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10.1
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Translation
of Spousal Consent, by the spouse of the equity interest holder of Hengshui Jingzhen Environmental Company Limited, dated
as January 20, 2021. (1)
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10.2
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Translation
of Equity Pledge Agreement, by and among Beijing Asian League Wins Technology Co., Ltd, Beijing Chuang Jia Lian Consulting
Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January 20, 2021. (1)
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10.3
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Translation
of Exclusive Option Agreement, by and among Beijing Asian League Wins Technology Co., Ltd, Beijing Chuang Jia Lian Consulting
Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January 20, 2021. (1)
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10.4
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Translation
of Exclusive Technology Development, Consulting and Services Agreement, by and among Beijing Asian League Wins Technology
Co., Ltd, Beijing Chuang Jia Lian Consulting Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January
20, 2021. (1)
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10.5
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Translation
of Power Attorney of the shareholder who owns 75% equity interest of Hengshui Jingzhen Environmental Company Limited, dated
as of January 20, 2021. (1)
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10.6
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Translation
of Power Attorney of the shareholder who owns 25% equity interest of Hengshui Jingzhen Environmental Company Limited through
Beijing Chuang Jia Lian Consulting Co., Ltd., dated as of January 20, 2021. (1)
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10.7
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Form
of Employment Agreement between the Company and individual officers dated January 21, 2021. (1)
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14.1
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Code
of Ethics of the Company. (1)
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21.1
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Subsidiaries
of the Company. (1)
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99.1
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Form
10-Q Disclosure of Hengshui Jingzhen Environmental Company Limited for the Three Months ended December 31,
2020
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99.2
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Unaudited
Pro Forma Combined Financial Statements.
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(1)
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Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the SEC on
January 26, 2021.
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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.
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Summit
Networks Inc.
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Date: February
16, 2021
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By
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/s/ Shuhua
Liu
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Shuhua
Liu
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Chief
Executive Officer
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Principal
Executive Officer
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Date: February
16, 2021
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By
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/s/ Chao
Long Huang
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Chao
Long Huang
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Chief
Financial Officer
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Principal
Financial Officer and
Principal Accounting Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation, incorporated by reference to Exhibit 3 to Form DEF 14C, filed with the Commission
on June 18, 2019.
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3.2
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Bylaws,
incorporated herein by reference to Exhibit 3.2 to Form S-1, filed with the Commission on October 1, 2014
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10.1
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Translation
of Spousal Consent, by the spouse of the equity interest holder of Hengshui Jingzhen Environmental Company Limited, dated
as January 20, 2021. (1)
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10.2
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Translation
of Equity Pledge Agreement, by and among Beijing Asian League Wins Technology Co., Ltd, Beijing Chuang Jia Lian Consulting
Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January 20, 2021. (1)
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10.3
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Translation
of Exclusive Option Agreement, by and among Beijing Asian League Wins Technology Co., Ltd, Beijing Chuang Jia Lian Consulting
Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January 20, 2021. (1)
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10.4
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Translation
of Exclusive Technology Development, Consulting and Services Agreement, by and among Beijing Asian League Wins Technology
Co., Ltd, Beijing Chuang Jia Lian Consulting Co., Ltd. and Hengshui Jingzhen Environmental Company Limited, dated as of January
20, 2021. (1)
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10.5
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Translation
of Power Attorney of the shareholder who owns 75% equity interest of Hengshui Jingzhen Environmental Company Limited, dated
as of January 20, 2021. (1)
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10.6
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Translation
of Power Attorney of the shareholder who owns 25% equity interest of Hengshui Jingzhen Environmental Company Limited through
Beijing Chuang Jia Lian Consulting Co., Ltd., dated as of January 20, 2021. (1)
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10.7
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Form
of Employment Agreement between the Company and individual officers dated January 21, 2021. (1)
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14.1
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Code
of Ethics of the Company. (1)
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21.1
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Subsidiaries
of the Company. (1)
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99.1
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Form
10-Q Disclosure of Hengshui Jingzhen Environmental Company Limited for the Three Months ended December 31, 2020
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99.2
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Unaudited
Pro Forma Combined Financial Statements.
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(1)
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Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the SEC on
January 26, 2021.
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4
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