UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | ||
| Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the quarterly period ended |
||
| Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the transition period from to |
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
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.
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).
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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 ☐
The number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2026 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $0.001 par value |
| -i- |
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.
| 1 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SUMMIT NETWORKS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
2026 (Unaudited) | 2025 (audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Plant and equipment, net | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to related parties | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value, shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as at June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
SUMMIT NETWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For three months ended | For six months ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expenses | ||||||||||||||||
| Net Loss | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Basic net loss per share | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Diluted net loss per share | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of common shares outstanding | ||||||||||||||||
| Diluted weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
SUMMIT NETWORKS INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common Stock | Additional Paid-in | Accumulated Deficit | ||||||||||||||||||
| Shares | Amount | Capital | (Revised) | Total | ||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
SUMMIT NETWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash flows in operating activities | ||||||||
| Depreciation of fixed assets | ||||||||
| Shares issued for service | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Account receivables | ( | ) | ||||||
| Deposits | ||||||||
| Prepayments | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Purchase of equipment | $ | ( | ) | |||||
| Net cash used in investing activity | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Proceeds from loan from related parties | ||||||||
| Repayments to related parties | ( | ) | ||||||
| Net cash generated from financing activities | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
SUMMIT NETWORKS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Summit Networks Inc. (together with its subsidiary, the "Company")
was incorporated under the laws of the State of
The Company currently maintains a simplified corporate structure. On May 8, 2020, Sumnet (Canada) Inc. ("Sumnet") was incorporated in Canada and is a wholly owned subsidiary of the Company.
The Company completed a defined phase of internal development activities during 2025. These activities included organizational structuring, governance enhancement, and the development of internal operational models and digital workflow frameworks. This phase was designed as a preparatory stage to support future operations and was not intended to generate significant revenue.
The Company is currently in a strategic transition phase. Management’s primary focus is to pursue controlling acquisitions of cash-flow generating logistics enterprises, primarily in Asia, including port-based freight forwarding and related logistics service providers.
The Company intends to utilize the operational models and digital frameworks developed during fiscal 2025 to support post-acquisition integration, operational efficiency, and governance standardization.
Management has initiated preliminary evaluation and engagement with potential acquisition targets; however, no definitive agreements have been executed as of the date of these consolidated financial statements.
NOTE 2. GOING CONCERN
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
The Company had accumulated deficit of $
The Company actively looks for new business opportunities, and its operating expenses are solely relied on loans from the shareholders and equity financing.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our annual Report on Form 10-K for the year ended December 31, 2025.
| 6 |
In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2026, and its results of operations and cash flows for the three and six months period then ended. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2026.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash equivalents include short-term deposits with an original maturity
of three months or less, which are readily convertible into a known amount of cash. As of June 30, 2026 and December 31, 2025, there
are
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
NOTE 4. PLANT AND EQUIPMENT, NET
Plant and equipment consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Office furniture and equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant, and equipment, net | $ | $ | ||||||
NOTE 5. PREPAYMENTS
| June 30, 2026 | December 31, 2025 | |||||||
| Prepaid share-based payments issued to consultants(1) | $ | $ | ||||||
| Prepaid rent | ||||||||
| Other prepaid expenses | ||||||||
| $ | $ | |||||||
| (1) |
| 7 |
NOTE 6. RELATED PARTY BALANCES AND TRANSACTIONS
Related Party Balances
(i) Amounts due to related parties:
| June 30, 2026 | December 31, 2025 | |||||||
| Shuhua Liu | $ | $ | ||||||
| Chiu Kin Wong | ||||||||
| Zenox Enterprises Inc | ||||||||
| Chao Long Huang | ||||||||
| $ | $ | |||||||
Shuhua Liu and Chiu Kin Wong are major shareholders of the Company. Zenox Enterprises Inc. is owned by Chao Long Huang, the Chief Executive Officer and director of the Company.
In July 2025, an officer of the Company obtained
financing from a third-party lender and subsequently advanced the proceeds to the Company. The loan matured on July 1, 2026. During the
six months ended June 30, 2026, the Chief Executive Officer provided new advances to the Company totaling $
In January 2026, the Company repaid USD $
The amounts due to Shuhua Liu, Chiu Kin Wong and
Zenox Enterprises Inc. are unsecured and have no specific repayment terms.
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue preferred stock shares with a par value of $ per share. preferred stock issued or outstanding as at June 30, 2026 and December 31, 2025.
| 8 |
Common stock
The Company is authorized to issue common stock shares with a par value of $ per share.
There were shares issued during the six months ended June 30, 2026 and the six months ended June 30, 2025.
NOTE 8. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which the enterprise may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides on resource allocation based on the net income or loss reported on the statement of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the net income (loss) as reported on the consolidated statements of operations and the total assets as reported on the consolidated balance sheets. The net income (loss) is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available. The CODM also reviews the net income (loss) to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
NOTE 9. SUBSEQUENT EVENTS
No events or transactions have occurred after the reporting date that would require recognition or disclosure in the financial statements.
| 9 |
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 section and other parts of this Form 10-Q quarterly report includes “forward-looking statements”, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans”, “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
Executive Overview
During the six months ended June 30, 2026, Summit Networks Inc. continued its strategic transition toward international trade and logistics while refining its long-term Digital Supply Chain Trust Infrastructure Platform strategy. During the reporting period, management focused on strategic planning, market assessment and evaluating long-term growth opportunities.
Background and Business
Summit Networks Inc., together with its wholly owned subsidiary, Sumnet (Canada) Inc., is currently undergoing a strategic business transition.
At the beginning of fiscal 2026, the Company’s strategic framework emphasized the evaluation of potential controlling acquisitions involving cash-flow-generating enterprises in the logistics, freight-forwarding and related supply-chain service sectors.
During the first and second quarters of 2026, management undertook market assessment activities in Asia and the United States in order to evaluate industry conditions, operational structures, financing requirements and the working-capital needs of small and medium-sized participants in international trade and logistics.
As these activities progressed, management concluded that long-term value creation could extend beyond the acquisition of individual operating businesses. Accordingly, management began evaluating a broader platform-based strategy to support future growth. As of June 30, 2026, the Company remained in the market assessment and strategic planning stage, and no definitive acquisition agreements had been executed.
Asian Market Assessment
From March 10 through May 25, 2026, the Company's Chief Executive Officer conducted in-person market assessment activities in Hong Kong and Shanghai.
These activities included meetings with owners, operators, managers and other participants involved in trading, freight forwarding and related logistics services.
Japan represented an important component of the Company's broader Asian market assessment.
In Shanghai, the Chief Executive Officer met with the Company's Japan market representative, who provided market observations regarding Japanese trading companies and freight forwarders and subsequently conducted additional market research in Japan.
Management considers Japan an important reference market because of its mature commercial practices, structured logistics processes, emphasis on contractual performance, strong credit discipline and well-established operating environment for international trade.
The Japan market research described the working-capital pressures experienced by small and medium-sized trading companies and freight forwarders, including the need to pay procurement, freight, customs, duties and related logistics costs before collecting payment from downstream customers.
| 10 |
The report also described situations in which freight forwarders may be required to advance transportation, port, customs, trucking and warehousing-related costs while receiving payment from their customers only after an extended settlement period.
Management believes these timing differences may create meaningful liquidity pressure for small and medium-sized trade and logistics companies, even where the underlying customer order is commercially viable.
The combined market feedback from Japan, Hong Kong and Shanghai broadened management’s understanding of the relationship among orders, credit, financing, freight execution, customs clearance, warehousing and customer payment timing.
U.S. Miami Operational Preparation
Following completion of the Asian market assessment, the Chief Executive Officer travelled to Miami, Florida on June 1, 2026 to commence preparations for a U.S.-based operating presence and continue market validation activities.
On June 3, 2026, management conducted an in-person strategic and operational briefing and oversight meeting in Miami with participating independent directors, including the Chair of the Audit Committee and the Company's financial expert.
Management presented the findings from the Asian market assessment and discussed:
• the Company's proposed U.S. operating direction;
• long-term shareholder value creation;
• governance and financial oversight;
• the Company's commitment to responsible long-term execution.
The June 3 meeting marked the commencement of the Company’s on-the-ground U.S. operational preparation and market validation activities.
During June 2026, management conducted preliminary meetings, operational discussions and site visits involving:
| · | trading companies; |
| · | importers and exporters; |
| · | freight-forwarding and logistics service providers; |
| · | cross-border warehousing and fulfillment operators. |
Management evaluated:
| · | order execution; |
| · | customs and duty payments; |
| · | freight operations; |
| · | warehouse operations; |
| · | inventory turnover; |
| · | customer payment timing; |
| · | working-capital requirements; |
| · | operational coordination. |
| 11 |
Management’s observations indicated that the financial and operational risks affecting a cross-border transaction are interconnected.
For example, an importer or trading company may face procurement and duty obligations before receiving revenue from the downstream customer. A freight forwarder may be required to pay carriers, customs brokers, trucking providers or local agents before receiving reimbursement. A cross-border warehouse may incur ongoing storage, handling and fulfillment costs where inventory turnover is delayed or customer payments are not made on schedule.
The Company’s Miami assessment remained preliminary, exploratory and limited in scale. These activities did not constitute the commencement of material standalone logistics, warehousing or trade operations.
Miami Market Validation
During the six months ended June 30, 2026, the Company’s validation activities remained limited, controlled and exploratory.
These activities were intended to:
| · | improve management’s understanding of cross-border trade and logistics workflows; |
| · | identify the financing and credit needs of small and medium-sized market participants; |
| · | observe the timing of payments and operational obligations across a transaction; |
| · | assess how freight-forwarding and warehousing services interact with trade-finance requirements; |
| · | evaluate potential platform use cases; |
| · | identify data and documentation requirements; and |
| · | support management’s future decisions regarding platform development and strategic acquisitions. |
Management did not treat these activities as the commencement of material revenue-generating operations.
The Company had not launched a commercial platform, entered into a definitive acquisition agreement or completed a material pilot transaction as of June 30, 2026.
Strategic Review and Refinement
On June 24, 2026, the Chair of the Audit Committee, an independent director and the Company's financial expert met with management in Vancouver to review the results of the Company's strategic assessment activities and discuss the next phase of its long-term development strategy.
• the findings from the Company’s market assessment activities;
• the proposed platform-first development strategy; and
• priorities for the Company’s long-term strategic development.
On June 29, 2026, following further discussions between management and the Board of Directors, participants reached a preliminary consensus that a platform-first development strategy would become the Company's principal long-term strategic direction.
Under this refined approach, management intends to prioritize platform planning, pilot preparation and the continued evaluation of strategic acquisition opportunities that support the Company's long-term business objectives. Potential acquisitions will continue to be assessed based on their ability to contribute operational capabilities, customer relationships, logistics infrastructure or other strategic resources that support the Company's long-term strategic objectives.
| 12 |
The refinement represents a change in the sequencing of the Company's previously disclosed strategic initiatives rather than a change in its overall business objectives. As of June 30, 2026, no definitive acquisition agreement had been executed, no commercial platform had been launched and no revenue had been generated from these strategic initiatives.
Management may continue to evaluate strategic acquisitions where such acquisitions could:
| · | provide operating cash flow; |
| · | expand the Company’s logistics network and customer base; |
| · | strengthen future platform capabilities; and |
| · | support the Company’s long-term strategic objectives. |
The Company cannot provide assurance that its platform development plans will be completed, that pilot transactions will be successfully implemented, that market participants will adopt the platform, that financing will be available, or that any acquisition transaction will be completed.
Results of Operations
Three months ended June 30, 2026
For the three months ended June 30, 2026, the Company did not generate revenue, compared with revenue of $2,535 for the three months ended June 30, 2025.
General and administrative expenses decreased from $82,069 for the three months ended June 30, 2025 to $72,069 for the three months ended June 30, 2026. The decrease was primarily attributable to the completion of the amortization of certain prepaid share-based service expenses during the second quarter of 2026.
Interest expense increased from $1,923 for the three months ended June 30, 2025 to $7,783 for the three months ended June 30, 2026, primarily as a result of interest costs associated with related-party funding arrangements used to support the Company's working-capital requirements.
The Company incurred a net loss of $79,852 for the three months ended June 30, 2026, compared with a net loss of $84,741 for the three months ended June 30, 2025.
Six Months ended June 30, 2026
The Company did not generate revenue during the six months ended June 30, 2026, compared with revenue of $2,535 during the six months ended June 30, 2025.
General and administrative expenses decreased from $165,051 for the six months ended June 30, 2025 to $131,006 for the six months ended June 30, 2026.
The decrease was primarily attributable to the completion of the amortization of certain prepaid share-based service expenses during the second quarter of 2026.
Interest expense increased from $1,923 for the six months ended June 30, 2025 to $13,606 for the six months ended June 30, 2026, primarily as a result of interest costs associated with related-party funding arrangements used to support the Company’s working-capital requirements.
| 13 |
The Company incurred a net loss of $144,612 for the six months ended June 30, 2026, compared with a net loss of $167,723 for the six months ended June 30, 2025.
Net cash used in operating activities was $171,518 for the six months ended June 30, 2026, compared with $135,217 for the six months ended June 30, 2025.
The increase in cash used in operating activities primarily reflected the Company’s continuing corporate, regulatory, professional and operating expenses during its strategic transition period.
Net cash used in investing activities was nil for the six months ended June 30, 2026, compared with $6,879 for the six months ended June 30, 2025, which related to the purchase of computer equipment.
Net cash provided by financing activities was $222,046 for the six months ended June 30, 2026, compared with $118,530 for the six months ended June 30, 2025.
Financing activities during both periods primarily consisted of advances from shareholders and related parties used to support working-capital requirements, regulatory compliance, professional fees and ongoing corporate operations.
As of June 30, 2026, the Company had cash and cash equivalents of $145,087.
As of June 30, 2026, the Company had 68,911,657 shares of common stock issued and outstanding.
Related Party Financing
As of June 30, 2026 and December 31, 2025, the Company had total related party loans outstanding of $1,179,102 and $957,056, respectively.
| June 30, 2026 | December 31, 2025 | |||||||
| Shuhua Liu | $ | 459,000 | $ | 459,000 | ||||
| Chiu Kin Wong | $ | 120,000 | $ | 120,000 | ||||
| Zenox Enterprises Inc | $ | 50,000 | $ | 70,000 | ||||
| Chao Long Huang | $ | 550,102 | $ | 308,056 | ||||
| $ | 1,179,102 | $ | 957,056 | |||||
Shuhua Liu and Chiu Kin Wong are major shareholders of the Company. Zenox Enterprises Inc. is owned by Chao Long Huang, the Chief Executive Officer and director of the Company.
In July 2025, an officer of the Company obtained financing from a third-party lender and subsequently advanced the proceeds to the Company. The loan matured on July 1, 2026. During the six months ended June 30, 2026, the Chief Executive Officer provided new advances to the Company totaling $242,046 (C$340,278), including advances provided under a new financing arrangement entered into on June 16, 2026. Under the terms of the agreement between the officer and the Company, the Company is responsible only for the actual third-party interest costs attributable to funds advanced to or for the benefit of the Company. The applicable interest is determined based on the relevant third-party financing agreement and the actual interest charged. The officer does not charge the Company any additional interest, margin, premium, markup, financing profit, or other personal economic benefit.
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In January 2026, the Company repaid USD $20,000 to Zenox Enterprises Inc.
The amounts due to Shuhua Liu, Chiu Kin Wong and Zenox Enterprises Inc. are unsecured and have no specific repayment terms. Included in the $550,102 advanced from Chao Long Huang, $97,552 bears interest of 5.7% per annum and has no specific repayment date. The remaining $ 452,550 (C$629,419) bears interest rate at the greater of 6.24% per annum or CIBC Prime + 1.79% per annum, and is repayable on July 1, 2027. Accordingly, the Company recorded interest expense of $13,606 for the six months ended June 30, 2026.
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 $171,518 for the six months ended June 30, 2026. As of June 30, 2026, the Company had cash of $145,087 and a working capital deficit of $1,040,552.
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, accounting and legal costs, technology development, and general corporate operating expenses.
The Company continues to rely substantially on shareholder and related-party financial support in order to maintain operations and execute its long-term strategic objectives. 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 June 30, 2026, total advances under this arrangement were approximately $353,478 (CAD$488,881). On June 16, 2026, the Chief Executive Officer entered another agreement to provide the Company with up to CAD $659,750 in financing support.
The Company may seek additional financing through debt, equity, strategic investment, joint ventures or other arrangements as needed to support its operations and future growth.
There can be no assurance that additional financing will be available on acceptable terms, or at all.
The Company's ability to continue as a going concern depends on its ability to obtain ongoing financial support, secure additional financing, manage operating expenses and ultimately establish sustainable revenue-generating operations.
Outlook
During the remainder of fiscal 2026, management intends to continue advancing the Company's long-term strategic transition through the refinement of its proposed Digital Supply Chain Trust Infrastructure Platform.
Subject to the availability of financial and management resources, the Company expects to focus on advancing platform planning, evaluating potential pilot opportunities, strengthening its U.S. operational foundation, and selectively pursuing strategic opportunities that support its long-term business objectives.
The Company's ability to execute these initiatives will depend on, among other factors, the availability of financing, technical resources, qualified business partners, regulatory compliance and market acceptance.
Accordingly, there can be no assurance that the Company's strategic initiatives, including platform development, pilot implementation, financing activities or potential acquisitions, will be completed successfully or result in sustainable commercial operations.
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Management will continue evaluating its strategic initiatives based on market conditions, available resources and long-term execution objectives.
Management Priorities
In support of the Company's long-term strategy, and subject to the availability of financial resources, applicable regulatory requirements and Board approval where required, management expects its principal priorities during the remainder of 2026 to include:
| • | further strengthening the Company's corporate governance and internal control framework; |
| • | enhancing executive management accountability and operational readiness; |
| • | obtaining directors' and officers' liability insurance as part of the Company's enterprise risk management framework; |
| • | advancing implementation planning for the Company's long-term strategy; |
| • | evaluating financing alternatives to support the Company's long-term strategic objectives; and |
| • | selectively evaluating strategic acquisitions and business partnerships that complement the Company's long-term growth strategy. |
Management believes these initiatives are intended to strengthen the Company's governance, improve organizational readiness and position the Company for disciplined, sustainable long-term growth. The timing and implementation of these initiatives will depend on available financial resources, regulatory requirements and, where applicable, Board approval.
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, changes in financial condition, revenues, expenses, 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 June 30, 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.
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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 June 30, 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 June 30, 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 June 30, 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.
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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, the Principal Executive Officer and the 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 the Principal Executive Officer and the Principal Financial Officer, an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 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 June 30, 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 June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 six months ended June 30, 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.
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing:
| Exhibit No. | Description | |
| 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 | |
| 101* | XBRL Instance Document (XBRL tags are embedded within the Inline XBRL document) | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
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.
| Summit Networks Inc. | ||
| Date: August 13, 2026 | By: | /s/ Chao Long Huang |
| (Principal Executive Officer) | ||
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