10-Q
Summit Networks Inc. (SNTW)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FORTHE NINE MONTHS PERIOD ENDED APRIL 30, 2020
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commissionfile number 333-199108
SUMMITNETWORKS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 35-2511257 |
|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
205-1571West 57th Avenue,
Vancouver,BC V6P 0H7, Canada
(Address of principal executive offices, including zip code.)
(604)269-4052
(Telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large<br>accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO☐
As of June 12, 2020, there were 64,049,990 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding.
SUMMITNETWORKS INC.
TABLEOF CONTENTS
| CAUTIONARY<br>NOTES REGARDING FORWARD-LOOKING STATEMENTS | ii | |
|---|---|---|
| PART I – FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Unaudited Consolidated Balance Sheets as of<br> April 30, 2020 and July 31, 2019 | 1 | |
| Unaudited Consolidated Statements of Operations<br> for the Three and Nine Months Ended April 30, 2020 and 2019 | 2 | |
| Unaudited Consolidated Statements of Stockholders’<br> Deficit | 3 | |
| Unaudited Consolidated Statements of Cash Flows<br> for the Nine Months Ended April 30, 2020 and 2019 | 4 | |
| Notes to Unaudited Consolidated Financial Statements | 5 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. | Controls and Procedures | 10 |
| PART II – OTHER INFORMATION | 11 | |
| Item 1. | Legal Proceedings | 11 |
| Item 1A. | Risk Factors | 11 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. | Defaults upon Senior Securities | 11 |
| Item 4. | Mine Safety Disclosures | 11 |
| Item 5. | Other Information | 11 |
| Item 6. | Exhibits | 11 |
| SIGNATURES | 12 |
i
CautionaryNote Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the financial position, business strategy and the plans and objectives of management for future operations of Summit Networks Inc. (the “Company”), are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended July 31, 2019 filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2019 and as amended on December 27, 2019. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
ii
PARTI. FINANCIAL INFORMATION
ITEM1. FINANCIAL STATEMENTS
SUMMITNETWORKS INC.
CONSOLIDATEDBALANCE SHEETS
(Unaudited)
| July 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| Current Assets | |||||
| Cash & Cash Equivalents | - | $ | 553 | ||
| Prepaid Expenses | 2,050 | - | |||
| Total Current Assets | 2,050 | 553 | |||
| TOTAL ASSETS | 2,050 | $ | 553 | ||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable and accrued expenses | 645 | $ | 34,252 | ||
| Due to related party | 168,082 | 52,642 | |||
| Total Current Liabilities | 168,727 | 86,894 | |||
| 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; 64,049,990 and 61,049,990 shares issued and outstanding as of April 30 , 2020, and July 31, 2019 | 64,050 | 61,050 | |||
| Additional Paid in Capital | 361,867 | 364,867 | |||
| Accumulated Deficit | (592,594 | ) | (512,258 | ) | |
| Total Stockholders’ Deficit | (166,677 | ) | (86,341 | ) | |
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | 2,050 | $ | 553 |
All values are in US Dollars.
Seeaccompanying notes to unaudited financial statements
1
SUMMITNETWORKS INC.
CONSOLIDATEDSTATEMENT OF OPERATIONS
(Unaudited)
| For the | For the | For the | For the | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| three months ended | three months ended | nine months ended | nine months ended | ||||||||
| April 30, | April 30, | April 30, | April 30, | ||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Revenue | $ | - | $ | - | $ | - | |||||
| Operating Expenses | |||||||||||
| General and Administrative Expenses | 43,022 | 17,489 | 80,336 | 297,492 | |||||||
| Loss from operations | (43,022 | ) | (17,489 | (80,336 | ) | (297,492 | ) | ||||
| Loss on disposal of subsidiary | - | (5,092 | - | (5,092 | ) | ||||||
| Loss before provision for income taxes | (43,022 | ) | (22,581 | (80,336 | ) | (302,584 | ) | ||||
| Provision for Income taxes | - | - | - | - | |||||||
| Net Loss | $ | (43,022 | ) | $ | (22,581 | $ | (80,336 | ) | $ | (302,584 | ) |
| Basic earnings per share | $ | (0.00 | ) | $ | (0.00 | $ | (0.00 | ) | $ | (0.00 | ) |
| Diluted earnings per share | $ | (0.00 | ) | $ | (0.00 | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted average number of common shares outstanding | 64,049,990 | 61,049,990 | 62,309,114 | 61,049,990 | |||||||
| Diluted Weighted average number of<br> common shares outstanding | 64,049,990 | 61,049,990 | 62,309,114 | 61,049,990 |
All values are in US Dollars.
Seeaccompanying notes to unaudited financial statements
2
SUMMITNETWORKS INC.
CONSOLIDATEDSTATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Additional | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid-in | Accumulated | |||||||||||
| Shares | Amount | Capital | Deficit | Total | |||||||||
| Balance, July 31, 2019 | 61,049,990 | $ | 61,050 | $ | 364,867 | $ | (512,258 | ) | $ | (86,341 | ) | ||
| Net loss | - | - | - | (27,267 | ) | (27,267 | ) | ||||||
| Balance, October 31, 2019 | 61,049,990 | $ | 61,050 | $ | 364,867 | $ | (539,525 | ) | $ | (113,608 | ) | ||
| Issuance of common shares, in connection with acquisition | 3,000,000 | 3,000 | (3,000 | ) | - | - | |||||||
| Net loss | - | - | - | (10,047 | ) | (10,047 | ) | ||||||
| Balance, January 31, 2020 | 64,049,990 | $ | 64,050 | $ | 361,867 | $ | (549,572 | ) | $ | (123,655 | ) | ||
| Net loss | - | - | - | (43,022 | ) | (43,022 | ) | ||||||
| Balance, April 30, 2020 | 64,049,990 | $ | 64,050 | $ | 361,867 | $ | (592,594 | ) | $ | (166,677 | ) | ||
| Additional | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Common Stock | Paid-in | Accumulated | |||||||||||
| Shares | Amount | Capital | Deficit | Total | |||||||||
| Balance, July 31, 2018 | 61,049,990 | $ | 61,050 | $ | 12,457 | $ | (136,266 | ) | $ | (62,759 | ) | ||
| Net loss | - | - | - | (237,505 | ) | (237,505 | ) | ||||||
| Balance, October 31,2018 | 61,049,990 | $ | 61,050 | $ | 12,457 | $ | (373,771 | ) | $ | (300,264 | ) | ||
| Net loss | - | - | - | (42,498 | ) | (42,498 | ) | ||||||
| Balance, January 31, 2019 | 61,049,990 | $ | 61,050 | $ | 12,457 | $ | (416,269 | ) | $ | (342,762 | ) | ||
| Net income | - | - | - | (22,581 | ) | (22,581 | ) | ||||||
| Disposal of Real Capital Ltd. | - | - | 3,643 | - | 3,643 | ||||||||
| Debt forgiven by related parties | - | - | 348,767 | - | 348,767 | ||||||||
| Balance, April 30, 2019 | 61,049,990 | $ | 61,050 | $ | 364,867 | $ | (438,850 | ) | $ | (12,933 | ) |
Seeaccompanying notes to unaudited financial statements
3
SUMMITNETWORKS INC.
CONSOLIDATEDSTATEMENT OF CASH FLOWS
(Unaudited)
| For the | For the | |||||
|---|---|---|---|---|---|---|
| nine months <br> ended | nine months <br> ended | |||||
| April 30, | April 30, | |||||
| 2020 | 2019 | |||||
| CASH<br> FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income (loss) | $ | (80,336 | ) | $ | (302,584 | ) |
| Adjustments to<br> reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Impairment | - | 11,172 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivable | - | 4,556 | ||||
| Prepaid expenses | (2,050 | ) | - | |||
| Accounts payable and accrued expenses | (33,607 | ) | (7,513 | ) | ||
| Net cash (used in) provided operating activities | (115,993 | ) | (294,369 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Advance from related party | 115,440 | 276,640 | ||||
| Net cash provided by financing activities | 115,440 | 276,640 | ||||
| Net decrease in cash | (553 | ) | (17,729 | ) | ||
| Cash at beginning of period | 553 | 17,729 | ||||
| Cash at end of period | $ | - | $ | - | ||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
| Cash paid during year for : | ||||||
| Interest | $ | - | $ | - | ||
| Income Taxes | $ | - | $ | - | ||
| Non-cash financing activities: | ||||||
| Forgiveness of debt from<br> related parties - contributed to additional paid-in capital | $ | - | $ | 348,767 |
Seeaccompanying notes to unaudited financial statements
4
SUMMITNETWORKS INC.
NOTESTO UNAUDITED FINANCIAL STATEMENTS
NOTE
- 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 April 9, 2019, the Company entered into a Share Exchange Agreement (the “MoralArrival Share Exchange Agreement”) with MoralArrival Environmental and Blockchain Technology Services Limited, a British Virgin Islands company (“MoralArrival”), and the sole shareholder of MoralArrival, which was Shuhua Liu, Ms. Liu. The acquisition of MoralArrival was with a related party as Ms. Liu controls The Hass Group, Inc., the Company’s largest stockholder, and it was accounted for as acquisition of entity under common control. Under the terms of the MoralArrival Share Exchange Agreement, the Company agreed to exchange 3,000,000 shares of its common stock for all the outstanding shares of common stock of MoralArrival. As a result of this transaction, MoralArrival has become a wholly-owned subsidiary of the Company. MoralArrival had no business activity as of the date of acquisition.
Currently, we are in the early stage of development of our new business plan involves acting as an international agent through our wholly-owned subsidiary, MoralArrival, for a Chinese environmental company to market its environmental technologies, equipment and products and to develop projects utilizing its environmental technologies, equipment and products in worldwide markets. However, to date, our activities to have been limited to capital formation, organization and development of a business plan.
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.
Management has evaluated the effect of the recent and ongoing outbreak of the coronavirus disease 2019 (the “COVID-19”), which was declared a pandemic by the World Health Organization in March 2020. Although the ultimate disruption caused by the outbreak is uncertain, it may not have significant impact on the Company’s financial position, operations and cash flows.
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements and notes have been prepared assuming that the Company will continue as a going concern.
The Company had limited operations during the period from July 8, 2014 (date of inception) to April 30, 2020, resulting in accumulated deficit of $592,594 and has not generated any revenue. There is no guarantee that Company will generate revenue and net income in the future.
At April 30, 2020, the Company had no cash and there was a working capital deficiency of $166,677. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty. Management does not believe that the company’s current cash position is sufficient to cover the expenses they will incur during the next twelve months.
The Company actively looks for new business opportunities, and its operating expenses are solely relied on loans from the shareholders.
5
NOTE 3. Summary of significant accounting policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of April 30, 2020, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended April 30, 2020, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2019, filed with the SEC on December 9, 2019 and as amended on December 27, 2019.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of condensed consolidated interim 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.
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.
The Company amended the consolidated statements of operations, stockholders’ deficit and cash flows for the nine months ended April 31, 2019 to reflect the correction of accounting for related party debt forgiveness. The forgiveness of debt from related parties is a non-cash transaction and should be treated as contributions to additional paid-in capital instead of recognizing gain in consolidated statement of operations.
NOTE 4. RELATED PARTY TRANSACTIONS
As of April 30, 2020, the amount due to Ms. Shuhua Liu, a director and shareholder of the Company, was $168,082, which was unsecured, non-interest bearing with no specific repayment terms. The amount has been increased from $52,642 since July 31, 2019.
6
During the nine months period ended April 30, 2020, the company has borrowed amount of $115,440 from Ms. Shuhua Liu to pay certain expenses.
During the nine-month period ended April 30, 2019, the Company has borrowed amount of $276,640 from a related party and recognized debt forgiveness of $348,767, which was recorded as additional paid-in capital.
On April 9, 2019, the Company entered into MoralArrival Share Exchange Agreement with MoralArrival, a British Virgin Islands company, and the sole shareholder of MoralArrival was Shuhua Liu. The acquisition of MoralArrival was with a related party, as Ms. Liu controls The Hass Group, Inc., the Company’s largest stockholder and it was accounted for as acquisition of entity under common control. Under the terms of that MoralArival Share Exchange Agreement, the Company agreed to exchange 3,000,000 shares of its common stock for all the outstanding shares of common stock of MoralArrival. As a result of this transaction, MoralArrival has become a wholly-owned subsidiary of the Company. The Company issued 3,000,000 shares of common stock to Ms. Liu in January 2020. See Note 1.
NOTE 5. STOCKHOLDERS’ EQUITY
Transactions, other than employees’ stock issuance, are in accordance with ASC No. 505. Thus, issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
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 to reflect the stock dividend.
In connection with the MoralArrival Share Exchange Agreement, the Company issued 3,000,000 shares of common stock to Ms. Liu on January 7, 2020. See Note 1 and Note 4 above.
As of April 30, 2020, the Company had 64,049,990 shares of common stock issued and outstanding.
NOTE 6. Subsequent events
Management has evaluated subsequent events through the date these financial statements were available to be issued and there were no material events requires the disclosure.
7
ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Referencesto the “Company,” “our,” “us” or “we” refer to Summit Networks Inc. Referencesto our “management” or our “management team” refer to our officers and directors. The following discussionand analysis of the Company’s financial condition and results of operations should be read in conjunction with the unauditedcondensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in thediscussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
GeneralOverview
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 April 9, 2019, the Company entered into a Share Exchange Agreement (the “MoralArrival Share Exchange Agreement”) with MoralArrival Environmental and Blockchain Technology Services Limited, a British Virgin Islands company (“MoralArrival”), and the sole shareholder of MoralArrival, which was Shuhua Liu. The acquisition of MoralArrival was with a related party as Ms. Liu, who controls the shares of MoralArrival, als controls The Hass Group, Inc., the Company’s largest stockholder, and it was accounted for as acquisition of entity under common control. Under the terms of the MoralArrival Share Exchange Agreement, the Company agreed to exchange 3,000,000 shares of its common stock for all the outstanding shares of common stock of MoralArrival. As a result of this transaction, MoralArrival has become a wholly-owned subsidiary of the Company. MoralArrival had no business activity as of the date of acquisition.
Currently, we are in the early stage of development of our new business plan involves acting as an international agent through our wholly-owned subsidiary, MoralArrival, for a Chinese environmental company to market its environmental technologies, equipment and products and to develop projects utilizing its environmental technologies, equipment and products in worldwide markets. However, to date, our activities to have been limited to capital formation, organization and development of a business plan.
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.
Resultsof Operations
During the nine months ended April 30, 2020 and 2019, we generated no revenues. Our operating expenses for the same nine-month periods were comprised of general and administrative expenses of $80,336 and $297,492, respectively, resulting in net loss of $80,336 for the nine months ended April 30, 2020 compared to a net loss of $ 302,584 for the nine months ended April 30, 2019. Our general and administrative expenses for the period consisted of mainly professional fees. The decrease of general and administrative expenses was mainly due to the decrease of management fees, chief executive fees and director fees.
During the three months ended April 30, 2020 and 2019, we generated no revenues. Our operating expenses for the same three-month periods were comprised of general and administrative expenses of $43,022 and $17,489, respectively, resulting in net loss of $43,022 for the three months ended April 30, 2020 compared to a net loss of $ 22,581 for the three months ended April 30, 2019. Our general and administrative expenses for the period consisted of mainly professional fees. The increase of general and administrative expenses was mainly due to the increase of professional fees.
Our total assets as at April 30, 2020 were $2,050.
We currently anticipate that our legal and accounting fees over the next 12 months, as result of being a reporting company with the SEC and more capital financing activities occurred, will be approximately $50,000.
8
On April 9, 2019, the Company entered into the MoralArrival Share Exchange Agreement. Under the terms of the MoralArrival Share Exchange Agreement, the Company issued 3,000,000 shares of common stock to Ms. Liu on January 7, 2020.
As of April 30, 2020, the Company had 64,049,990 shares of common stock issued and outstanding.
As of April 30, 2020 and July 31, 2019, there is a total of $168,082 and $52,642 in amount due to related parties and shareholders, respectively, for expenses that had paid on behalf of the company. The amounts were interest free, unsecured and payable on demand.
Because we were not able to raise sufficient capital to execute our full business plan, we are now engaged in discussions with third parties regarding alternative directions for the Company that could enhance shareholder value. As of the date of filing this Quarterly Report on Form 10Q, we have not entered into any definitive agreement to change our direction. The business plan of our company assumes that we will continue with our business as originally planned. However, as mentioned above, we are in discussions that could lead to another direction for the Company.
Even if we are able to obtain sufficient number of service agreements at the end of the twelve months’ period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition.
Based on our current operating plan, we believe that we cannot guarantee for any increase in our revenue from selling our glass craft products in the next quarter and coming twelve months. We may need to obtain additional financing to operate our business for the next twelve months. Additional financing, whether through public or private equity or debt financing, arrangements with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.
Liquidityand Capital Resources
As for the nine months ended April 30, 2020 and 2019, the Company had a negative cash flow of $553 and $17,729, respectively. The Company’s principal sources and uses of funds were as follows:
For the nine months ended April 30, 2020, the Company used $115,993 in cash for operations as compared to $294,369 for the nine months ended April 30, 2019. Such decrease was primarily due to the decrease in G&A expenses. The net cash provided by the financing activities for the nine months ended April 30, 2020 was $115,440 as compared to $276,640 for the nine months ended April 30, 2019. Such decrease was a result of less advances from the related parties.
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. The Company’s operations do not currently provide cash flow. To date, the Company has funded its operations [with the issuance of debt to related parties]. The business will require significant amounts of capital in the near term to sustain operations and make the investments it needs to continue operations and execute its longer term business plan of acquiring an operating business or assets. As at April 30, 2020 we had cash of $0 and there were outstanding liabilities of $168,727. As at July 31, 2019, we had $553 in cash and the outstanding liabilities were $86,894. The working capital deficits were negative $166,677 and $86,341, for April 30, 2020 and July 31, 2019, respectively. These factors raise substantial doubt about our ability to continue as a going concern. The Company will be unable to conduct its planned operations unless we obtain financing in the near term to meet the needs of our on-going operations, generate future revenue from operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. In order to implement its business plan and become cash flow positive, management’s plan includes raising capital by equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If we issue equity or equity equivalents to raise additional funds, our existing stockholders will experience substantial dilution and the new holders of securities may have rights, preferences and privileges senior to those of our existing stockholders. Management also cannot provide any assurance that unforeseen circumstances will not increase the need for the Company to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds if at all, or on terms acceptable to the Company in which case the Company may be unable to continue its operations or to meet its obligations. If adequate capital is not available when needed, we will be required to significantly modify our business model or cease operations.
9
Management haS evaluated the effect of the recent and ongoing outbreak of the COVID-19, which was declared as a pandemic by the World Health Organization in March 2020. Although the ultimate disruption caused by the outbreak is uncertain, it may not have significant impact on the Company’s financial position, operations and cash flows.
Off-BalanceSheet 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.
ITEM3. QUANTITATIVE AND QUALITAIVE DISCLOSURE ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM4. CONTROLS AND PROCEDURES
Evaluationof Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2020, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
MaterialWeakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of April 30,2020, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. Because a material weakness in the Company’s internal controls over financial reporting existed as of April 30, 2020 and has not been remediated, the Company’s disclosure controls and procedures were not effective as of April 30, 2020.
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures in connection with identifying an operating business to acquire and when funds are available to us:
| 1. | We<br>plan to appoint one or more outside directors to our board of directors who would be appointed to an audit committee resulting<br>in a fully functioning audit committee who will undertake oversight in the establishment and monitoring of required internal controls<br>and procedures. |
|---|---|
| 2. | We<br>plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and<br>technical accounting expertise within the accounting function. |
| --- | --- |
| 3. | We plan<br> to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our<br> books monthly on an accrual basis and account for all transactions, including equity and debt transactions. |
| --- | --- |
We anticipate that we will, at least partially, begin to implement these initiatives in the current fiscal year.
Changesin Internal Controls over Financial Reporting
As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended April 30, 2020, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.
10
PARTII. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
|---|
To the best knowledge of the Company’s directors and officers, the Company is currently not a party to any material pending legal proceeding.
| ITEM 1A: | RISK FACTORS |
|---|
As a “smaller reporting company”, we are not required to provide the information required by this Item.
| ITEM 2: | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|---|
None
| ITEM 3: | DEFAULTS UPON SENIOR SECURITIES |
|---|
None
| ITEM 4: | MINE SAFETY DISCLOSURES |
|---|
Not applicable
| ITEM 5. | OTHER INFORMATION |
|---|
None
| ITEM 6. | EXHIBITS |
|---|
The following exhibits are included with this quarterly filing:
| Exhibit No. | Description |
|---|---|
| 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 Financial 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 | Interactive data files<br> pursuant to Rule 405 of Regulation S-T |
| * | Filed<br> herewith. |
| --- | --- |
| ** | Furnished<br> herewith. |
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Summit<br> Networks Inc. | ||
|---|---|---|
| Registrant | ||
| Date: June<br> 15, 2020 | By | /s/ Shuhua Liu |
| Shuhua<br> Liu | ||
| Chief Executive Officer | ||
| Principal Executive<br> Officer | ||
| Date: June<br> 15, 2020 | By | /s/ Chao Long Huang |
| Chao<br> Long Huang | ||
| Chief Financial Officer | ||
| Principal Financial<br> Officer and <br><br>Principal Accounting Officer |
12
Exhibit 31.1
CERTIFICATION
I, Shuhua Liu, certify that:
| 1. | I have reviewed<br> this report on Form 10-Q. |
|---|---|
| 2. | Based on<br> my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| --- | --- |
| 3. | Based on<br> my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report; |
| --- | --- |
| 4. | The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed<br> such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and |
| --- | --- |
| d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and |
| --- | --- |
| 5. | The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions): |
| --- | --- |
| a) | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| b) | Any fraud,<br> whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| --- | --- |
Date: June 15, 2020
| /s/ Shuhua Liu |
|---|
| Shuhua Liu |
| Chief Executive Officer |
| Principal Executive<br> Officer |
Exhibit31.2
CERTIFICATION
I, Chao Long Huang, certify that:
| 1. | I have reviewed<br> this report on Form 10-Q. |
|---|---|
| 2. | Based on<br> my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect<br> to the period covered by this report; |
| --- | --- |
| 3. | Based on<br> my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report; |
| --- | --- |
| 4. | The registrant’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as<br> defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a) | Designed<br> such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based<br> on such evaluation; and |
| --- | --- |
| d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;<br> and |
| --- | --- |
| 5. | The registrant’s<br> other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing<br> the equivalent functions): |
| --- | --- |
| a) | All significant<br> deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br> likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| b) | Any fraud,<br> whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting. |
| --- | --- |
Date: June 15, 2020
| /s/ Chao Long Huang |
|---|
| Chao Long Huang |
| Chief Financial Officer |
| Principal Financial<br> Officer and <br><br>Principal Accounting Officer |
Exhibit32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Summit Networks Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shuhua Liu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The<br>Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | The<br>information contained in the Report fairly presents, in all material respects, the financial condition and result of operations<br>of the Company. |
| --- | --- |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 15^th^ day of June, 2020.
| /s/ Shu Hua Liu |
|---|
| Shuhua Liu |
| Chief Executive Officer |
| Principal Executive Officer |
Exhibit32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Summit Networks Inc. (the “Company”) on Form 10-Q for the period ending April 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chao Long Huang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The<br>Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | The<br>information contained in the Report fairly presents, in all material respects, the financial condition and result of operations<br>of the Company. |
| --- | --- |
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 15^th^ day of June, 2020.
| /s/ Chao Long Huang |
|---|
| Chao Long Huang |
| Chief Financial Officer |
| Principal Financial Officer and <br><br>Principal Accounting<br> Officer |