UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) November 19, 2010
Summit
Growth Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Cayman
Islands
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000-52346
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N/A
|
||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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c/o
Nautilus Global Partners
700
Gemini, Suite 100, Houston, TX 77056
(Address
of principal executive offices including zip code)
(281)
488-3883
(Registrant's telephone number,
including area code)
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02. Unregistered Sales of Equity Securities.
On
November 19, 2010, Summit Growth Corporation (the "Company") issued an aggregate
of 1,666,800 ordinary shares, par value $0.000128 per share, to Skyline
Investors, LLC and Dayspring Capital, LLC for a total consideration of
$3,334. There was no underwriter or placement agent in the offering,
and the Company relied upon the exemption provided in Regulation D and Section
4(2) of the Securities Act of 1933.
Item
5.01 Change in Control of the Registrant
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Upon to
the issuance of an aggregate of 1,666,800 ordinary shares to Skyline Investors,
LLC and Dayspring Capital, LLC, Karl Brenza, the managing member of the two
entities, acquired control of the Company. As of the date hereof,
there are 2,665,075 ordinary shares of the Company outstanding and Skyline
Investors, LLC and Dayspring Capital, LLC have beneficial ownership of 62.5% of
such outstanding ordinary shares. Skyline Investors, LLC and
Dayspring Capital, LLC acquired such shares for an aggregate consideration of
$3,334, and the source of such funds was from their members’ personal
funds.
The
following shows the security ownership of our management and related parties as
of the date hereof.
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Name
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Number
of Shares
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%
Outstanding
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Relationship
to Us
|
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Skyline
Investors, LLC
c/o
Maxim Group LLC
405
Lexington Avenue, 2nd
Fl
New
York, NY 10174
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1,500,120
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56.3%
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Karl
Brenza, our President and CEO is managing member of Skyline Investors,
LLC.
|
|
Dayspring
Capital, LLC
c/o
Maxim Group LLC
405
Lexington Avenue, 2nd
Fl
New
York, NY 10174
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166,680
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6.3%
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Karl
Brenza, our President and CEO is sole member of Dayspring Capital,
LLC.
|
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Nautilus
Global Partners, LLC
700
Gemini, Suite 100
Houston,
TX 77058
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781,250
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29.3%
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Joseph
Rozelle one of our directors is the President of Nautilus Global Partners,
LLC.
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Effective
November 19, 2010, David Richardson resigned from the board of directors of the
Company. Mr. Richardson’s resignation is not as a result of any
disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Effective
November 19, 2010, Joseph Rozelle resigned as President and Chief Financial
Officer of the Company. Mr. Rozelle will continue to serve the Company as a
member on the Board of Directors.
Effective
November 19, 2010, Karl Brenza was named President and Chief Executive Officer
of the Company.
Mr.
Brenza (age 46) has over 15 years of investment banking and financial advisory
experience as well as significant operational and technology experience as a
corporate executive. Mr. Brenza has been Managing Director of Investment Banking
at Maxim Group, LLC since February 2008. Prior to joining Maxim
Group, Mr. Brenza was the Chief Financial Officer of Enherent Corp from August
2005 to November 2007 and Managing Director, Head of Investment Banking for
Broadband Capital Management, LLC from November 2002 to August
2005. Mr. Brenza received a B.S. in electrical engineering from
the University of Pennsylvania and an M.B.A. from the Columbia University
Graduate School of Business.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
with respect to the Company’s plans, objectives, expectations and intentions;
and (ii) other statements identified by words such as “may”, “could”, “would”,
“should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”
or similar expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company’s control), including, without limitation,
the Company’s ability to increase prices and revenue and continue to obtain
contract renewals and extensions.
SIGNATURE
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 hereunto
duly authorized.
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SUMMIT
GROWTH CORPORATION
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Date: November
23, 2010
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By:
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/s/ Karl
Brenza
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Karl
Brenza
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President
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