Summit Networks (SNTW) Q1 2026 shows loss, insider debt and going concern risk

Rhea-AI Filing Summary

Summit Networks Inc. reported minimal operations for the quarter ended March 31, 2026, remaining focused on evaluating acquisitions of cash‑flow generating logistics businesses in Asia rather than generating revenue. The Company recorded a net loss of $64,760, driven by general and administrative expenses of $58,937 and interest expense of $5,823.

Total assets were $143,290, while total liabilities were $1,100,517, leaving a stockholders’ deficit of $957,227. Cash was $121,898, supported largely by related‑party loans totaling $1,044,436. Operating activities used $60,041 of cash, largely funded by $87,380 in additional related‑party financing.

The Company’s auditors highlight substantial doubt about its ability to continue as a going concern due to accumulated deficit, working capital deficit, and dependence on shareholder and related‑party funding. Management is pursuing potential logistics acquisitions but has not executed any definitive agreements and continues to remediate material weaknesses in internal controls, including segregation of duties and lack of documented control policies.

Positive

• None.

Negative

• Going concern uncertainty: The company reports an accumulated deficit of $1,904,894, a working capital deficit of $957,227, and continued operating cash outflows, explicitly stating that these conditions raise substantial doubt about its ability to continue as a going concern.
• Heavy reliance on related-party debt: Related-party loans total $1,044,436 as of March 31, 2026, exceeding total assets and funding basic operations, with portions bearing interest tied to RBC prime plus a spread.
• Material weaknesses in internal control: Management concludes disclosure controls and internal control over financial reporting are not effective due to limited segregation of duties and lack of documented control policies and procedures.

Insights

Small-cap credit and microcap governance analyst

Summit remains pre‑revenue, reliant on insider debt, with going‑concern and control issues.

Summit Networks shows a small balance sheet with $143,290 in assets against $1,100,517 in liabilities as of March 31, 2026, resulting in a stockholders’ deficit of $957,227. Operations consume cash, with $60,041 used in operating activities and no material revenue.

Funding is heavily concentrated in related‑party loans totaling $1,044,436, including advances from the CEO bearing interest rates tied to RBC prime plus a spread. This structure concentrates credit risk in insiders and embeds interest burdens on a very small asset base.

The filing explicitly raises substantial doubt about the company’s ability to continue as a going concern and confirms material weaknesses in internal control over financial reporting, particularly segregation of duties and lack of documented controls. While management has formed an audit committee and engaged an external accounting firm, execution of control remediation and any logistics acquisitions will be key determinants of future viability.

Key Figures

Net loss: $64,760 General and administrative expenses: $58,937 Total assets: $143,290 +5 more

8 metrics

Net loss $64,760 Three months ended March 31, 2026

General and administrative expenses $58,937 Three months ended March 31, 2026

Total assets $143,290 As of March 31, 2026

Total liabilities $1,100,517 As of March 31, 2026

Stockholders’ deficit $957,227 As of March 31, 2026

Cash balance $121,898 As of March 31, 2026

Operating cash outflow $60,041 Three months ended March 31, 2026

Related-party loans outstanding $1,044,436 As of March 31, 2026

Key Terms

going concern, stockholders’ deficit, related party loans, material weaknesses, +2 more

6 terms

going concern financial

"These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

stockholders’ deficit financial

"Total Stockholders’ Deficit | | | ( 957,227 | )"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

related party loans financial

"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."

material weaknesses regulatory

"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."

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

segregation of duties regulatory

"Due to the limited number of accounting and finance personnel, certain incompatible duties and responsibilities are not adequately segregated."

Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.

Audit Committee regulatory

"On August 25, 2025, the Board of Directors approved the establishment of the Company’s Audit Committee."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Earnings Snapshot

Net loss: $64,760 · Guidance included

Q1 2026

Net loss $64,760

General and administrative expenses $58,937

Operating cash flow ($60,041)

Cash balance $121,898

Guidance

Management plans to continue evaluating logistics acquisition opportunities during 2026 but provides no quantified financial guidance.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2026
☐	Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from   to

Commission File Number: 333-199108

SUMMIT NETWORKS INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		35-2511257
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1221 Brickell Avenue, Suite 900, Miami, Florida		33131
(Address of principal executive offices)		(Zip Code)

(604) 232-3968

(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. 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-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 ☐ No ☒

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

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		68,911,657

-i-

SUMMIT NETWORKS INC.

TABLE OF CONTENTS

		PAGE
PART I	Financial Information
Item 1.	Condensed Consolidated Unaudited Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II	Other Information
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mining Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
	Signatures	12

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

		March 31,				December 31,
		2026 (Unaudited)				2025 (Audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	121,898			$	94,559
Deposits			2,218				2,218
Prepayments			15,127				15,452
Total Current Assets			139,243				112,229
Non-Current Assets:
Plant and equipment, net			4,047				4,620
Total Non-Current Assets			4,047				4,620
TOTAL ASSETS		$	143,290			$	116,849
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		$	56,081			$	52,260
Due to related parties			1,044,436				957,056
Total Current Liabilities			1,100,517				1,009,316
TOTAL LIABILITIES		$	1,100,517			$	1,009,316
Commitments and Contingencies			-				-
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; None issued and outstanding			-				-
Common stock, $0.001 par value, 500,000,000 shares authorized; 68,911,657 shares issued and outstanding as at March 31, 2026 and December 31, 2025			68,912				68,912
Additional paid-in capital			878,755				878,755
Accumulated deficit			(1,904,894	)			(1,840,134	)
Total Stockholders’ Deficit			(957,227	)			(892,467	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT		$	143,290			$	116,849

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
		March 31,				March 31,
		2026				2025
Operating Expenses:
General and administrative expenses			58,937				82,982
Loss from operations			(58,937	)			(82,982	)
Other income (expense)
Interest expense			(5,823	)			-
Loss before income taxes			(5,823	)			-
Income tax expenses			-				-
Net Loss		$	(64,760	)		$	(82,982	)
Basic net loss per share		$	(0.001	)		$	(0.001	)
Diluted net loss per share		$	(0.001	)		$	(0.001	)
Weighted average number of common shares outstanding			68,911,657				68,911,657
Diluted weighted average number of common shares outstanding			68,911,657				68,911,657

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)

										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance at December 31, 2025			68,911,657				68,912				878,755				(1,840,134	)			(892,467	)
Net loss			-				-				-				(64,760	)			(64,760	)
Balance at March 31, 2026			68,911,657			$	68,912			$	878,755			$	(1,904,894	)		$	(957,227	)
Balance at December 31, 2024			68,911,657				68,912				878,755				(1,509,061	)			(561,394	)
Net loss			-				-				-				(82,982	)			(82,982	)
Balance at March 31, 2025			68,911,657				68,912				878,755				(1,592,043	)			(644,376	)

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 three months ended
		March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(64,760	)		$	(82,982	)
Adjustments to reconcile net loss to cash flows in operating activities
Depreciation of fixed assets			573				-
Amortization of shares pre-issued for services			3,235				-
Changes in operating assets and liabilities:
Prepayments			(2,910	)			13,131
Deferred revenue			-				3,484
Accounts payable and accrued expenses			3,821				2,379
Net cash used in operating activities			(60,041	)			(63,988	)
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of equipment		$	-				(6,879	)
Net cash used in investing activity			-				(6,879	)
CASH FLOWS FROM FINANCING ACTIVITY:
Proceeds from loan from related parties			87,380				97,552
Net cash generated from financing activity			87,380				97,552
Net increase in cash and cash equivalents			27,339				26,685
Cash and cash equivalents at beginning of the period			94,559				39,230
Cash and cash equivalents at end of the period		$	121,898			$	65,915
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	5,416			$	-
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

March 31, 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 Nevada on July 8, 2014.

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 $1,904,894, net current liability of $1,100,517, and net cash outflow from operating activities of $60,041 as of March 31, 2026. The Company has not generated consistent net income since inception. There is no guarantee that the Company will generate consistent revenue and net income in the future. The ability of the Company to continue as a going concern is dependent on the undertaking of its shareholders to provide continuing financial support to enable the Company to meet its liabilities as and when they fall due. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

The Company actively seeks new business opportunities and currently relies on shareholder loans and equity financing to fund operating expenses. 

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.

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 March 31, 2026, and its results of operations and cash flows for the three months period then ended. Operating results for the three months ended March 31, 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.

6

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 March 31, 2026 and December 31, 2025, there is no cash equivalents.

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: 

Schedule of plant and equipment consisted
		March 31, 2026				December 31, 2025
Office furniture and equipment		$	6,879			$	6,879
Less: Accumulated depreciation			(2,832	)			(2,259	)
Property, plant, and equipment, net		$	4,047			$	4,620

NOTE 5. PREPAYMENTS

Schedule of Prepayments
		March 31, 2026				December 31, 2025
Prepaid share-based payments issued to consultants(1)		$	2,912			$	6,147
Other prepaid expenses			12,215				9,305
		$	15,127			$	15,452

⁽¹⁾ The Company issued common stocks to consultants in exchange for IT services to be provided over a period of one to two years period. The fair value of the common stocks is amortized over the service period using the straight-line method.

NOTE 6. RELATED PARTY BALANCES AND TRANSACTIONS

Related Party Balances

(i) Amounts due to related parties:

Schedule of amounts due to related parties
		March 31, 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		$	415,436			$	308,056
		$	1,044,436			$	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 of the Company.

During the three months ended March 31, 2026, an officer advanced $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.

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, 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.

7

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share.  No preferred stock issued or outstanding as of March 31, 2026 and December 31, 2025.

Common stock

The Company is authorized to issue 500,000,000 common stock shares with a par value of $0.001 per share.

There were no shares issued during the three months ended March 31, 2026 and the three months ended March 31, 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.

8

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:

· Support management’s understanding of cross-border logistics workflows;

· Provide preliminary insight into operational coordination and execution reliability;

· Assist management in evaluating operational structures and cost dynamics relevant to potential acquisition targets.

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.

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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.

		March 31, 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		$	415,436			$	308,056
		$	1,044,436			$	957,056

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.

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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.

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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:

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: May 19, 2026	By:	/s/ Chao Long Huang
		(Principal Executive Officer)

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FAQ

What was Summit Networks Inc. (SNTW) net loss for the quarter ended March 31, 2026?

Summit Networks reported a net loss of $64,760 for the quarter ended March 31, 2026. This loss was driven mainly by general and administrative expenses of $58,937 and interest expense of $5,823, with no material revenue-generating operations during the period.

What is Summit Networks Inc. (SNTW) financial position as of March 31, 2026?

As of March 31, 2026, Summit Networks had $143,290 in total assets and $1,100,517 in total liabilities. This resulted in a stockholders’ deficit of $957,227, reflecting accumulated losses and heavy reliance on liabilities relative to its small asset base.

Does Summit Networks Inc. (SNTW) face going concern risks?

Yes. The company discloses that accumulated deficit, net current liabilities, and continued operating cash outflows raise substantial doubt about its ability to continue as a going concern. It currently depends on shareholder loans and equity financing to meet obligations as they come due.

How much related-party debt does Summit Networks Inc. (SNTW) have?

Summit Networks reports related-party loans totaling $1,044,436 as of March 31, 2026. These amounts are owed to major shareholders and the CEO (directly and via Zenox Enterprises Inc.), with portions bearing stated interest rates and demand or short-term repayment terms.

What is Summit Networks Inc. (SNTW) current business strategy?

The company is in a strategic transition phase, focusing on evaluating controlling acquisitions of cash-flow generating logistics enterprises, primarily in Asia. It has conducted preliminary assessments and on-the-ground evaluations but has not executed any definitive acquisition agreements as of the report date.

How many shares of Summit Networks Inc. (SNTW) are outstanding?

Summit Networks had 68,911,657 shares of common stock issued and outstanding as of March 31, 2026. No new shares were issued during the three months ended March 31, 2026 or the comparable period in 2025, and no preferred stock was outstanding.

What internal control issues does Summit Networks Inc. (SNTW) report?

The company identifies material weaknesses in internal control over financial reporting, including limited segregation of duties and insufficient documented control policies. Management concludes disclosure controls and internal control were not effective as of March 31, 2026, though remedial actions are underway.