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