The following management's discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. Our financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP.





Explanatory Note


On January 26, 2021, Summit Networks Inc. ("we," "us," "our," or "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, Beijing Asian League Wins Technology Co., Ltd ("Beijing ALW"), an indirectly wholly owned subsidiary of our Company, entered into a series of contractual arrangements, including certain Equity Pledge Agreement, Exclusive Technology Development, Consulting and Services Agreement, Exclusive Option Agreement and Spousal Consent and Irrevocable Power of Attorney (collectively, the "VIE Agreements") with Hengshui Jingzhen and its shareholders named therein, pursuant to which Beijing ALW gained control over Hengshui Jingzhen.

As a result of the change of the Company's business, on March 29, 2021, the Company's board of directors (the "Board") and a majority of holders of the Company's outstanding shares of common stock approved the termination of the VIE Arrangement and the VIE Agreements. On the same date, Beijing ALW, Hengshui Jingzhen, and Hengshui Jingzhen's shareholders entered into a Termination Agreement (the "Termination Agreement") to terminate the VIE Agreements and the VIE Arrangement, effectively immediately. As such, Beijing ALW no longer has the control rights and rights to the assets, property and revenue of Hengshui Jingzhen.

As described above, we are a shell company as of the date of this quarterly report.





General Overview



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 beneficial owner of MoralArrival, which was Shuhua Liu. The acquisition of MoralArrival was with a related party as Ms. Liu, who controls the shares of MoralArrival, also 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. MoralArrival had no business activity as of the date of acquisition. MoralArrival changed its name to Goodwill Motion Enterprises, Inc. ("Goodwill") on May 4, 2020.

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 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.





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On November 11, 2020, the Company entered into a Mutual Rescission Agreement (the "Goodwill Rescission Agreement") with Goodwill and Shuhua Liu, the shareholder of Goodwill. Under the Goodwill Rescission Agreement, Shuhua Liu agreed to deliver to the Company 3,000,000 shares of its common stock that were issued to Liu under the MoralArrival Share Exchange Agreement, which the Company agreed to cancel upon such delivery by Shuhua Liu. Under the terms of the Goodwill Rescission Agreement, the obligations of all parties to the MoralArrival Share Exchange Agreement were terminated and the transactions contemplated thereby unwound and voided as if the MoralArrival Share Exchange Agreement was never entered into and the transactions contemplated thereby never occurred. On November 11, 2020, the Company canceled 3,000,000 shares of its common stock issued to Shuhua Liu after she delivered the shares to the Company.

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 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, due to changes of the Company's business plan, 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.

Currently, we are in the early stage of development of our new business plan that involves acting as an international agent for a Japanese company to market its technology in producing energy from acidic and alkaline wastes to develop projects utilizing its technologies in Chinese markets. However, to date, our activities have been limited to capital formation, organization and development of a business plan.





Results of Operations



During the three months ended March 31, 2021 and 2020, we generated no revenues. Our operating expenses for the same periods were comprised of general and administrative expenses of $289,232 and $50,318, respectively, resulting in net loss of $289,232 for the three months ended March 31, 2021 compared to a net loss of $50,318 for the three months ended March 31, 2020. Our general and administrative expenses consisted of mainly professional fees for the three months ended March 31, 2021 and 2020, respectively. The increase of general and administrative expenses was mainly due to the increase of accounting and legal fees.

During the six months ended March 31, 2021 and 2020, we generated no revenues. Our operating expenses for the same periods were comprised of general and administrative expenses of $389,464 and $80,408, respectively, resulting in net loss of $389,464 for the six months ended March 31, 2021 compared to a net loss of $80,408 for the six months ended March 31, 2020. Our general and administrative expenses consisted of mainly professional and consulting fees for the six months ended March 31, 2021 and 2020, respectively. The increase of general and administrative expenses was mainly due to the increase of accounting, consulting, and legal fees.

Our total assets as of March 31, 2021 were $131,062.

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 in the amount of $15,000.

As of March 31, 2021, the Company had 61,549,990 shares of common stock issued and outstanding.





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As of March 31, 2021 and September 30, 2020, there were total of $697,607 and $518,607 in amounts due to related parties and shareholders, respectively, for expenses that were paid on behalf of the company and advances from related parties. The amounts were interest free, unsecured and payable on demand.

Because we were not able to raise sufficient capital to execute our new business plan, we are now engaged in discussions with third parties regarding alternative directions for the Company that could enhance shareholder value.

Based on our current operating plan, we believe that we cannot guarantee for generating any revenue 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.

Liquidity and Capital Resources

The Company had negative cash flow of $187,262 for the six months ended March 31, 2021 and positive cash flow of $1,947 for the six months ended March 31, 2020. The Company's principal sources and uses of funds were as follows:

For the six months ended March 31, 2021, the Company used $360,726 in cash for operations as compared to $115,794 for the six months ended March 31, 2020. The increase was primarily due to higher net loss and the increase in prepaid expenses, partially offset by the increase in accounts payable and accrued expenses in the six months ended March 31, 2021 compared to the six months ended March 31, 2020.

The net cash used in the investment activities for the six months ended March 31, 2021 was $5,536 as compared to $Nil for the six months ended March 31, 2020. The increase was caused by the Company's purchase of office furniture.

The net cash provided by the financing activities for the six months ended March 31, 2021 was $179,000 as compared to $117,741 for the six months ended March 31, 2020. The increase was a result of larger 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. The Company had limited operations and has not generated any revenue since its inception, July 8, 2014, resulting in accumulated deficit of $1,045,440 as of March 31, 2021. There is no guarantee that Company will generate revenue and net income in the future. To date, the Company has funded its operations by advances from 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 of March 31, 2021, we had cash of $105,341 and there were outstanding liabilities of $735,585. As of September 30, 2020, we had $292,603 in cash and the outstanding liabilities were $528,132. The working capital deficits were $609,744 and $230,059 on March 31, 2021 and September 30, 2020, 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.

Management has evaluated the effect of the 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 and the timing on a return to more normal operations are still uncertain, it may have a material adverse impact on the Company's future business plan.





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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.

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