UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number: 333-199108

SUMMIT NETWORKS INC.

(Exact Name of Registrant as Specified in Its Charter)

(604) 232-3968

(Registrant’s telephone number, including area code)

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

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 pursuant to Rule 405 of Regulation S-T 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.

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 ☒

The number of shares outstanding of each of the issuer’s classes of common stock, as of March 31, 2026 is as follows:

SUMMIT NETWORKS INC.

TABLE OF CONTENTS

Cautionary Note 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 Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2022. 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.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SUMMIT NETWORKS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUMMIT NETWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUMMIT NETWORKS INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUMMIT NETWORKS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SUMMIT NETWORKS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of Summit Networks, Inc.’s (“SNTW,” the “Company,” “we,” “us,” or “our”) financial condition, changes in financial condition, and results of operations should be read together with the condensed consolidated financial statements (including the notes) presented elsewhere in this report. This section includes management’s explanation of our performance, the key factors that affected past and expected future results, and our current investment and financing posture.

This MD&A contains forward-looking statements that reflect our current plans, estimates, and beliefs. Actual results may differ materially due to a variety of risks and uncertainties, including those discussed here and elsewhere in this report—such as project timing, customer adoption, integration dependencies, resource availability, and changes in law or its interpretation. Except as required by applicable securities laws, we undertake no obligation to update forward-looking statements.

Background and Strategic Transition

Summit Networks Inc. (together with its subsidiary, the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2014.

During fiscal 2025, the Company completed a defined internal development phase involving digital workflow tools, systems integration concepts, and preliminary technical capability-building activities. Certain limited customer deliverables were completed during this phase under project-based arrangements.

These activities included workflow digitization support, operational record-keeping tools, and internal evaluation of technology-enabled process management approaches. Management views these activities primarily as preparatory and capability-building initiatives rather than the establishment of large-scale standalone commercial operations.

During the three months ended March 31, 2026, the Company continued advancing the early-stage implementation of its Board-approved 2026 strategic framework. Following the adoption of this framework, management’s primary focus transitioned toward evaluating potential acquisition opportunities involving cash-flow generating logistics enterprises. As of the date of this report, no definitive acquisition agreements have been executed.

Consistent with the Company’s previously disclosed strategic direction, management continued conducting preliminary assessment activities in selected Asian markets in support of its acquisition evaluation process. These activities included ongoing market observation, initial industry engagement, and operational assessment efforts intended to assist management in evaluating potential acquisition targets, operational capabilities, and sector conditions within relevant regional logistics markets.

As part of this process, senior management conducted limited on-the-ground evaluation activities designed to improve management’s understanding of operational execution, service reliability, and cross-border logistics workflows. Management believes that practical operational observation may provide additional insight when evaluating acquisition opportunities within fragmented logistics sectors where execution capability represents an important operational consideration.

During the quarter, management also continued evaluating how certain internally developed operational and workflow concepts from prior internal initiatives may support future business integration and organizational efficiency efforts. The Company believes that certain operational and organizational knowledge developed during these earlier initiatives may provide supplemental support for future integration planning, workflow coordination, governance standardization, and operational assessment activities associated with potential acquisition opportunities.

Management continues to maintain a disciplined approach toward liquidity management, operational evaluation, and strategic execution while preserving flexibility regarding future financing and acquisition opportunities.

Preliminary Validation Activities

During the quarter, the Company continued limited validation activities on a controlled and exploratory basis in order to observe certain logistics fulfillment and execution processes under real-world operating conditions.

These activities were intended to:

Management emphasizes that these activities remain preliminary in nature, limited in scale, and are not intended to represent the establishment of material standalone logistics operations.

The Company’s primary strategic objective remains the disciplined acquisition and structured integration of cash-flow generating logistics enterprises.

Results of Operations

General and administrative expenses decreased from $82,982 for the three-month period ended March 31, 2025 to $58,937 for the three-month period ended March 31, 2026. The decrease was primarily attributable to lower professional fees and consulting expenses incurred during the first quarter of 2026.

Cash used in operating activities was $60,041 for the three months ended March 31, 2026, compared to $63,988 for the three months ended March 31, 2025.

Net cash used in investing activities was $nil for the three-month ended March 31, 2026 compared to $6,879 for the three months ended March 31, 2025, which related to the purchase of computer equipment.

Cash provided by financing activities was $87,380 for the three months ended March 31, 2026, compared to $97,552 for the three months ended March 31, 2025. Financing activities during both periods primarily related to advances from related parties used to support working capital requirements and ongoing corporate operations. 

Total assets were $143,290 as of March 31, 2026.

As of March 31, 2026, the Company had 68,911,657 shares of common stock issued and outstanding.

Related Party Financing

As of March 31, 2026 and December 31, 2025, the Company had total related party loans outstanding of $1,044,436 and $957,056, respectively.

Shuhua Liu and Chiu Kin Wong are major shareholders of the Company. Zenox Enterprises Inc. is owned and controlled by Chao Long Huang, the Chief Executive Officer of the company.

In January 2026, the Company repaid USD $20,000 to Zenox Enterprises Inc.

During the three months ended March 31, 2026, an officer advanced additional $107,612 (C$150,000) to the Company for working capital purposes. The officer obtained the funds from a third-party financial institution and subsequently advanced them to the Company. Under the terms of the arrangement, the Company is required to reimburse the officer for interest and financing fees incurred in connection with the third-party borrowing. Accordingly, the Company recorded interest expense of $5,823 for the three months ended March 31, 2026. The amounts due to the shareholders of the Company, Shuhua Liu and Chiu Kin Wong and a related party Zenox Enterprises Inc. are unsecured, non-interest bearing, and due on demand. 

Included in the $415,436 advanced from Chao Long Huang, $97,552 bears interest of 5.7% per annum and is due on demand. The remaining $317,884 (C$439,141) bears interest of RBC prime plus 2.54% with a minimum of 7.49% calculated monthly, and is repayable on July 1, 2026, unless an earlier repayment date is mutually agreed upon by both parties.

Liquidity and Capital Resources

The Company continues to operate under a conservative liquidity management framework while advancing its strategic transition initiatives.

The Company had negative operating cash flow of $60,041 for the three months ended March 31, 2026. As of March 31, 2026, the Company had cash of $121,898 and a working capital deficit of $957,227.

The Company’s financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and settlement of liabilities in the ordinary course of business. The Company’s liquidity requirements primarily relate to working capital, regulatory compliance, and ongoing corporate operating requirements.

The Company continues to rely substantially on shareholder and related-party financial support in order to maintain operations and execute its strategic initiatives. On July 1, 2025, the Chief Executive Officer entered into an agreement to provide the Company with up to CAD $500,000 in financing support. As of March 31, 2026, total advances under this arrangement were approximately $317,884 (CAD$439,141).

Management continues to evaluate financing alternatives in connection with potential acquisition opportunities and strategic development initiatives.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern, as discussed in the accompanying financial statements. There can be no assurance that additional financing or acquisition transactions will be successfully completed.

Outlook

Management expects to continue advancing acquisition evaluation activities during fiscal 2026 while selectively expanding preliminary operational assessment efforts intended to support future strategic decision-making.

There can be no assurance that acquisition opportunities will materialize, that definitive transactions will be completed, or that current validation activities will result in material operational outcomes.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2026. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms, and that such information is communicated to management, including the Chief Executive Officer and Chief Financial Officer, to permit timely decisions regarding disclosure.

Management recognizes that any system of disclosure controls and procedures can provide only reasonable assurance of achieving its objectives. In addition, the design of such controls and procedures must reflect resource limitations, and management must exercise judgment in evaluating the relative costs and benefits of implementing additional controls.

Due to the limited number of accounting and finance personnel, certain duties and responsibilities are not adequately segregated, which could increase the risk of errors or irregularities. Further, the Company does not have sufficient documentation on internal control narratives, risk assessments, or control policies to support consistent and effective financial reporting processes.

Based on this evaluation, and after considering the material weaknesses identified, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026.

Material Weakness in Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.

Based on management’s evaluation, the Company identified material weaknesses in internal control over financial reporting as of March 31, 2026. The material weaknesses related primarily to the following:

1. Segregation of Duties

Due to the limited number of accounting and finance personnel, certain incompatible duties and responsibilities are not adequately segregated. This condition increases the risk that errors or irregularities in financial reporting may not be prevented or detected on a timely basis.

2. Lack of Documented Internal Control Policies and Procedures

The Company does not currently have sufficiently documented internal control narratives, risk assessments, or formal control policies and procedures to support consistent and effective financial reporting processes. The absence of formal documentation limits management’s ability to evaluate, monitor, and enforce internal control activities across all relevant functional areas.

As a result of the material weaknesses described above, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2026.

To address these material weaknesses, management has undertaken the following measures:

1. Audit Committee Establishment

On August 25, 2025, the Board of Directors approved the establishment of the Company’s Audit Committee. The Audit Committee is responsible for oversight of accounting, financial reporting, and audit functions.

2. Internal Control Environment

On September 1, 2025, the Company engaged an accounting firm with over 30 years of professional experience to dedicate resources to the Company’s financial reporting matters, including the preparation and review of financial statements and related disclosures. To remediate the identified control deficiencies and enhance oversight of financial reporting, the Company affirms that the preparation of financial statements and related disclosures will be conducted with sustained, effective communication with management; in adherence to professional standards of due care, objectivity and prudence, compliance, and integrity; and on an evidence-based foundation for significant judgments and estimates, so that disclosures are true, complete, free of material omission, and in conformity with applicable accounting and regulatory requirements.

Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements.

Our management has conducted, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of evaluated the effectiveness of our internal control over financial reporting as of March 31, 2026 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of March 31, 2026, due to the material weaknesses identified: 1) limited segregation of duties; 2) insufficient internal control documentation, our company’s internal control over financial reporting was not effective for the reasons set forth above. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of the control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the three months ended March 31,2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently involved in any material legal proceedings nor are we aware of any pending or potential legal actions.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended March 31, 2026, the Company did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.

There were no proceeds from any unregistered sales of equity securities during this period, and accordingly, no use of such proceeds is applicable.  

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:

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.