UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1 to Form 10-K)



(Mark One)

☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended July 31, 2020



☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ____________________ to _____________________



Commission file number 333-199108



SUMMIT NETWORKS INC

(Exact name of registrant as specified in its charter)

Nevada35-2511257(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)




205-1571 West 57th Avenue,
    Vancouver, CanadaV6P 0H7(Address of principal executive offices)(Zip Code)




Registrants telephone number, including area code (604) 269-4052



Securities registered under Section 12(b) of the Act:

NoneN/ATitle of each className of each exchange on which registered




Securities registered under Section 12(g) of the Act:



Common Stock, $0.001 par value

(Title of class)

Securities registered pursuant to Section 12(b) of the Act:



Title of each classTrading Symbol(s)Name of each exchange on which registeredNoneNoneNone


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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 requirements for the past 90 days.  Yes ☑     No ☐



Indicate by check mark whether the registrant has submitted electronically 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):



Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☑



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 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. ☐



The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the average bid and asked price of such shares on the OTC markets as of January 31, 2020 was approximately $0.40.



As of November 13, 2020, the registrant had 64,049,990 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



EXPLANATORY NOTE: This Amendment is being filed to correct an error that occurred on the cover page of the original filing.  There are no other corrections in the document.

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EXHIBIT INDEX



|       |  |                                                                                                                                                                                                                                                                  
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                  
|10.1** |  | Share Purchase Agreement, dated March 31, 2019, between the Company and Hang Dennis Cheung, incorporated herein by reference to Exhibit 10.1 to Form 8-K, filed with the Commission on April 11, 2019                                                            
|       |  |                                                                                                                                                                                                                                                                  
|10.2** |  | Share Exchange Agreement, dated April 9, 2019, among the Company, MoralArrival Environmental and Blockchain Technology Services Limited and Shuhua Liu, incorporated herein by reference to Exhibit 10.1 to Form 8-K, filed with the Commission on April 11, 2019
|       |  |                                                                                                                                                                                                                                                                  
|10.3** |  | Mutual Rescission Agreement, dated November 11, 2020, among the Company, Goodwill Motion Enterprises, Inc. and Shuhua Liu                                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                  
|10.4** |  | Loan Agreement, dated June 15, 2020, among the Company, Shuhua Liu and Chiu Kin Wong                                                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                  
|10.5** |  | Loan Agreement, dated June 15, 2020, between the Company and Shuhua Liu                                                                                                                                                                                          
|       |  |                                                                                                                                                                                                                                                                  
|10.6** |  | Loan Agreement, dated June 15, 2020, between the Company and Chiu Kin Wong                                                                                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                    



| |    |                                                    
| | -- | ---------------------------------------------------
| | ** | Previously Filed on Form 10-K on November 13, 2020.

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amended report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |                      |                            
|------------------- | -------------------- | ---------------------------
|                    | Summit Networks Inc.
|                    |                     
|Date:  May 16, 2023 | By                   | /s/Shuhua Liu              
|                    |                      | Shuhua Liu                 
|                    |                      | Chief Executive Officer    
|                    |                      | Principal Executive Officer

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