UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
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For the quarterly period ended
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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)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
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(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 | ☐ |
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☒ | Smaller reporting company |
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| Emerging growth company |
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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
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The number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2025 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, | |||||||
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2025 (Unaudited) |
2024 (Revised) |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ |
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$ |
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| Account receivables |
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| Deposits |
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| Prepayments |
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| Total Current Assets |
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| Non-Current Assets: | ||||||||
| Plant and equipment, net |
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| Total Non-Current Assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Deferred revenue |
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| Due to related parties |
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| Total Current Liabilities |
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| 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, 2025 and December 31, 2024 |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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) |
(
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) | ||||
| Total Stockholders’ Deficit |
(
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) |
(
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) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ |
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$ |
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||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 2 -
SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For three months ended | For six months ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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$ | $ |
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$ | ||||||||||
| Cost of sales |
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| Gross profit |
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| Operating Expenses: | ||||||||||||||||
| General and administrative expenses |
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| Loss from operations |
(
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(
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| Other income (expense) | ||||||||||||||||
| Interest income |
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| Interest expense |
(
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| Loss before income taxes |
(
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(
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(
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| Income tax expenses | ||||||||||||||||
| Net Loss | $ |
(
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(
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) | $ |
(
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) | $ |
(
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| Basic net loss per share | $ |
(
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(
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) | $ |
(
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) | $ |
(
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| Diluted net loss per share | $ |
(
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) |
(
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) | $ |
(
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) | $ |
(
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) | |||||
| Weighted average number of common shares outstanding |
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| Diluted weighted average number of common shares outstanding |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
- 3 -
SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Common Stock |
Additional Paid-in |
Accumulated
Deficit |
||||||||||||||||||
| Shares | Amount | Capital | (Revised) | Total | ||||||||||||||||
| Balance at December 31, 2024 |
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(
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(
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| Net loss | - |
(
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) |
(
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) | |||||||||||||||
| Balance at March 31, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
(
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| Net loss | - |
(
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(
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) | |||||||||||||||
| Balance at June 30, 2025 |
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$ |
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$ |
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$ |
(
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) | $ |
(
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) | |||||||||
| Common Stock |
Additional Paid-in |
Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2023 |
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(
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(
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| Issuance of common stock |
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| Net loss | - |
(
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(
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) | |||||||||||||||
| Balance at March 31, 2024 |
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$ |
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$ |
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$ |
(
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(
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| Issuance of common stock |
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| Net loss | - |
(
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(
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| Balance at June 30, 2024 |
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$ |
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$ |
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$ |
(
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) | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
- 4 -
SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustments to reconcile net loss to cash flows in operating activities | ||||||||
| Depreciation of fixed assets |
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| Shares issued for service |
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| Changes in operating assets and liabilities: | ||||||||
| Account receivables |
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| Deposits |
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| Prepayments |
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| Accounts payable and accrued expenses |
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| Deferred revenue |
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| Net cash used in operating activities |
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| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Purchase of equipment | $ |
(
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| Net cash used in investing activity |
(
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| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Proceeds from issuance of common stock | $ | $ |
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| Proceeds from loan from related parties |
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| Net cash generated from financing activity |
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| Net decrease in cash and cash equivalents |
(
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(
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| Cash and cash equivalents at beginning of the period |
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| Cash and cash equivalents at end of the period | $ |
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$ |
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| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ |
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$ | |||||
| 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, 2025
(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
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 reliant 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, 2024.
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, 2025, 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, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2025.
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 June 30, 2025 and December 31, 2024, 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, 2025 | December 31, 2024 | |||||||
| Office furniture and equipment | $ |
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$ |
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||||
| Less: Accumulated depreciation |
(
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) |
(
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) | ||||
| Property, plant, and equipment, net | $ |
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$ | |||||
During the six months ended June 30, 2025, the Company purchased new
fixed assets with the total costs of $
NOTE 5. PREPAYMENTS
| June 30, 2025 | December 31, 2024 | |||||||
| Prepaid share-based payments issued to consultants (1) | $ |
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$ |
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| Deferred financing costs (2) |
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| Other prepaid expenses |
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| Prepayments | $ |
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$ |
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||||
| (1) |
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| (2) |
|
- 7 -
NOTE 6. RELATED PARTY BALANCES AND TRANSACTIONS
Related Party Balances
(i) Amounts due to related parties:
| June 30, 2025 | December 31, 2024 | |||||||
| Shuhua Liu | $ |
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$ |
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| Chiu Kin Wong | $ |
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$ |
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| Zenox Enterprises Inc | $ |
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$ |
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| Chao Long Huang | $ |
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$ | |||||
| $ |
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$ |
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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 six months ended June 30, 2025, the
Company’s CEO advanced $
The above loans are unsecured and have no specific dates of repayments.
All of the loans are non-interest bearing except for the loan from Chao Long Huang, which bears interest of
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue preferred stock shares with a par value of $ per share. preferred stock shares are issued or outstanding as at June 30, 2024 and December 31, 2024.
Common stock
The Company is authorized to issue common stock shares with a par value of $ per share.
Transactions for the six months ended June 30, 2024:
| · |
On March 27, 2024, the Company issued
shares of common stock to Mrs. Chaoying Huang, for $
|
| · | On April 8, 2024, Summit Networks, Inc. (“SNTW”) entered into a stock purchase agreement with the shareholders of 1103001 B.C. Ltd., dba St. Mega Enterprises, a Canadian corporation, located in British Columbia Canada, (“Mega”). SNTW acquired all the outstanding common stock of Mega and the shareholders of Mega received 20,000,000 shares of the common stock of SNTW. The shares are contingently returnable if the closing conditions are not met. On October 11, 2024, the Company and Mega agreed to entered into a reverse merger agreement, whereby the stock purchase agreement was rescinded and all previous actions in support of the transaction were reversed including the shares issued to the shareholders of Mega. On December 12, 2024, the shares of common stock were returned to the Company's share pool. |
| · | On April 9, 2024, the Company issued shares of common stock to Ms. Luo Qun in exchange for consulting services. The fair value of the common stock is $ per share based on the share price on the issuance date. |
- 8 -
Transactions for the six months ended June 30, 2025:
| · | There were shares issued during 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.
The Company had one customer for the three and six months ended June 30, 2025, and no customers during the same period in 2024.
NOTE 9. PRIOR PERIOD ERRORS
In connection with the preparation of the interim condensed consolidated financial statements for the 3 and 6 months ended June 30, 2025, the Company identified an error in the fair value of shares issued to consultants which overstated the prepayments by $130,967 and additional paid-in capital by $150,340 as of December 31, 2024.
General and administrative expenses for the three-month period ended December 31, 2024 were overstated by $19,373, which was offset by another error related to understatement of accounts payable and accrued expenses of in the same amount of $19,373. As a result, there is no impact to the Company’s net loss for the period ended December 31, 2024.
The Company evaluated the materiality of this error in accordance with SEC Staff Accounting Bulletin No. 99 and 108 and concluded that the error was not material to the previously issued consolidated financial statements for any prior period. However, the Company has revised the prior period amounts in the accompanying consolidated financial statements and related disclosures for consistency and transparency.
The revisions to the consolidated balance sheets as of December 31, 2024 are as follows:
| Previously reported | Adjustment | Revised | ||||||||||
| Prepayments | $ |
|
$ |
(
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) | $ |
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|||||
| Total Current Assets | $ |
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$ |
(
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) | $ |
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|||||
| Accounts payable and accrued expenses | $ |
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$ |
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$ |
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| Total Current Liabilities | $ |
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$ |
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$ |
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||||||
| Additional paid-in capital | $ |
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$ |
(
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) | $ |
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| Total Stockholders’ Deficit | $ |
(
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) | $ |
(
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) | $ |
(
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) | |||
- 9 -
The revisions to the consolidated cash flows for the year ended September 30, 2024 are as follows:
| Previously reported | Adjustment | Revised | ||||||||||
| Shares issued for services | $ | $ |
|
$ |
|
|||||||
| Prepayments | $ |
(
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) | $ |
(
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) | $ |
(
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) | |||
| Accounts payable and accrued expenses | $ |
(
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) | $ |
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$ |
(
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) | ||||
| Net cash used in operating activities | $ |
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$ |
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$ |
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| Proceeds from share issuance | $ |
|
$ |
(
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) | $ |
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| Net cash generated from financing activities | $ |
|
$ |
(
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) | $ |
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There is no impact on the statements of cash flows for the three-month ended December 31, 2024.
There is no impact on the statements of operations and net income per share for the year ended September 30, 2024 and three-month ended December 31, 2024.
There is no impact to the statements of cash flows, statements of operations and net loss per share for the three and six months ended June 30, 2024.
As the prepayments were overstated as of December 31, 2024, the amortization of the prepayment for the three months ended March 31, 2025 was overstated. The revisions to the consolidated balance sheets as of March 31, 2025 are as follows:
| Previously reported | Adjustment | Revised | ||||||||||
| Prepayments | $ |
|
$ |
(
|
$ |
|
||||||
| Total Current Assets | $ |
|
$ |
(
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$ |
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||||||
| Additional paid-in capital | $ |
|
$ |
(
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$ |
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| Accumulated deficit | $ |
(
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$ |
|
$ |
(
|
||||||
| Total Stockholders’ Deficit | $ |
(
|
$ |
(
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$ |
(
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||||||
The revisions to the consolidated statement of operations for the three months period ended March 31, 2025 are as follows:
| Previously reported | Adjustment | Revised | ||||||||||
| General and administrative expenses | $ |
|
$ |
(
|
$ |
|
||||||
| Loss from operations | $ |
|
$ |
(
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$ |
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||||||
| Net loss | $ |
|
$ |
(
|
$ |
|
||||||
There is no impact on the statements of cash flows and the loss per share for the three-month ended March 31, 2025.
NOTE 10. SUBSEQUENT EVENTS
On July 1, 2025, the Company entered into a loan
agreement with an officer of the Company, under which the officer agreed to provide up to CAD$
- 10 -
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the financial condition, changes in financial condition, and results of operations of Summit Networks, Inc. should be read in conjunction with our condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this Report. This section includes management’s interpretation of our financial performance, key factors influencing past and future results, and our investment and financing strategies.
In the absence of an external credit facility, the Company relies on pass-through borrowings from the CEO and reimburses the actual bank interest with no spread or additional consideration. The two facilities bear rates of 5.7% (insurance-collateralized policy loan) and prime + 2.54%, with a minimum annual rate of 7.49% (mortgage-secured bank loan). In addition, during the six months ended June 30, 2025, the CEO, through Zenox Enterprises Inc., provided a $20,000 non-interest-bearing working-capital advance in addition to a $50,000 non-interest-bearing advance dated November 20, 2024.
This discussion contains forward-looking statements reflecting our current plans, estimates, and beliefs. Actual results may differ materially from those anticipated due to various risks and uncertainties, including those discussed herein and elsewhere in this Report.
Several factors exist that could influence our future financial performance and some of those are discussed below and elsewhere in this report. They should be considered in connection with evaluating forward-looking statements contained in this report or otherwise made by us or on our behalf since these factors could cause actual results and conditions to differ materially from those set out in such forward-looking statements.
Background and Business
Summit Networks Inc. (together with its subsidiary, the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2014.
On March 28, 2025, the Company entered into an agreement with Zenox Enterprises Inc. to develop a next-generation AI-powered healing platform. Originally established in November 2024, the Sumnet IT team leads the technical development of the platform.
Zenox integrates immersive 3D healing environments, NFT-based membership systems, and AI-driven diagnostic and personalized therapeutic pathways. The project is designed as a scalable Web3 digital wellness ecosystem, combining user engagement with blockchain-based data management.
The project has entered the system architecture planning phase, with active coordination between technical and executive teams. The Company is also exploring early-stage financing opportunities, including potential strategic investors and technology-focused funds, to accelerate development and expand Zenox ’s market presence in the digital health and Web3 sectors.
In April 2025, the Company reassessed its position in the U.S. Standard Industrial Classification System (SIC Code). In light of the Company's current transition from traditional digital consulting services to a business model centered on platform technology development, the Company is now formally reclassifying its primary industry classification from SIC Code 73 - Business Services to SIC Code 7373 - Computer Integrated Systems Design.
This adjustment reflects the Company's enhanced capabilities in AI platform architecture design, Web3 integration module, system-level digital infrastructure development, etc., which will be more conducive to the Company's technological positioning in technology valuation, market categorization, intellectual property rights protection and external cooperation in the future.
Now we are a digital solutions company focused on bridging Web2 and Web3 technologies to accelerate business transformation. Our services span two core areas: hybrid Web2+Web3 architecture development and enterprise digital transformation consulting.
Through our Web2+Web3 integration framework, we design scalable platforms that combine the stability of traditional systems with decentralized features such as NFT authentication, DAO governance models, and immersive 3D website experiences. These solutions are tailored for businesses exploring secure, future-proof platforms with modular blockchain compatibility.
- 11 -
In parallel, we offer digital transformation consulting for small and mid-sized enterprises seeking to modernize their operations. From ERP/CRM integration to AI-enabled workflows and compliance-ready digital infrastructure, SNTW delivers customized strategies that drive efficiency, resilience, and long-term growth.
As a publicly listed company, SNTW is committed to innovation, transparency, and regulatory alignment. Our development model enables step-by-step integration of advanced digital tools while maintaining the operational integrity required for publicly traded entities.
SNTW operates at the intersection of technology, strategy, and compliance—helping clients unlock the next stage of their digital evolution.
Results of Operations
During the three months ended June 30, 2025 and 2024, we generated revenue of $2,535 and $nil, respectively. Our revenue is related to development of a small business’s websites. As we are still in the early stages of developing our business, the number of projects is limited and revenue is not steady. Our general and administrative expenses for the three months ended June 30, 2025 increased to $82,069 compared to the same period in 2024 mainly due to the increase in consulting fee.
Our general and administrative expenses increased from $139,928 for the six-month period ended June 30, 2024 to $165,051 for the six-month period ended June 30, 2025 mainly due to higher professional fees in the first quarter of 2025.
Our cash flow used in operating activities for the six-month ended June 30, 2025 and 2024 was $135,217 and $205,508 respectively. The decrease in cash flow used in operating activities was mainly due to the decrease in accounts payable and accrued expenses during the six-month ended June 30, 2024.
Our net cash used in investing activities was $6,879 for the six-month ended June 30, 2025, which was related to purchase of computer equipment (six-month ended June 30, 2024: $nil).
Our cash from financing activities was $118,530 for the six-month period ended June 30, 2025, which was related to loans from related parties. Our cash from financing activities was $200,000 for the same period last year, which was related to equity financing.
Our total assets as of June 30, 2025 were $54,733.
As of June 30, 2025, the Company had 68,911,657 shares of common stock issued and outstanding.
As of June 30, 2025 and December 31, 2024, there are a total of $747,530 and $629,000 loans from related parties respectively.
| June 30, 2025 | December 31, 2024 | |||||||
| Shuhua Liu | $ | 459,000 | $ | 459,000 | ||||
| Chiu Kin Wong | $ | 120,000 | $ | 120,000 | ||||
| Zenox Enterprises Inc | $ | 70,000 | $ | 50,000 | ||||
| Chao Long Huang | $ | 98,530 | $ | - | ||||
| $ | 747,530 | $ | 629,000 | |||||
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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 quarter ended June 30, 2025, the Company’s CEO advanced $98,530 ($140,000 in Canadian Dollar) to the Company for working capital purpose and charged interest of $1,923.
During the quarter ended June 30, 2025, Zenox Enterprises Inc. advanced $20,000 to the Company.
The above loans are unsecured and have no specific dates of repayments. All of the loans are non-interest bearing except for the loan from Chao Long Huang which bears interest of 5.7% per annum.
Liquidity and Capital Resources
The Company had a negative operating cash flow of $135,217 for the six months ended June 30, 2025. The Company’s financial statements have been prepared on a going-concern basis which contemplates the realization of an asset and the settlement of liabilities and commitments in the normal course of business. The Company’s liquidity and capital needs relate primarily to working capital and other general corporate requirements. The business will require significant amounts of capital in the near term to sustain operations and make the investments it needs to continue operations and execute its longer-term business plan. As of June 30, 2025 we had cash of $15,664 and working capital deficit of $734,645. These factors raise significant doubt about our ability to continue as a going concern as discussed in the footnotes to our financial statements. On July 1, 2025, the Chief Executive Officer signed an agreement with the Company to provide a loan of up to CAD$500,000 to the Company and advanced CAD$100,000, subsequent to the period ended June 30, 2025.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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 Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
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Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our internal control over disclosure controls and procedures were not effective as of June 30, 2025
Material Weakness in Internal Control Over Financial Reporting
Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of June 30, 2025, due to the following material weaknesses that our management identified in our internal control over financial reporting as of June 30, 2025:
| 1). | We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 2). | We lack internal accounting personnel who possesses U.S GAAP knowledge and working experience. |
Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.
We plan to take steps to remediate this material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including, but not limited to, hiring additional staff who has U.S. GAAP knowledge and working experience and/or maintaining outside consultants experienced in U.S. GAAP financial reporting as well as in SEC reporting requirements. On June 18, 2025, we hired an external consultant who has over 19 years of experience in financial reporting of public listed companies in Canada and the United States. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements.
Evaluation of Internal Control over Financial Reporting
Our 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 Securities Exchange Act of 1934, as amended. Our 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 purposes in accordance with U.S. generally accepted accounting principles.
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Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
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.
Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
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 report.
We regularly review our system of internal control over financial reporting to ensure that we maintain an effective internal control environment. If deficiencies appear in our internal controls, management will make changes that address those deficiencies.
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. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
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.
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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 June 30, 2025 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, 2025, 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting during the six months ended June 30, 2025 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 six months ended June 30, 2025, 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.
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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 19, 2025 | By: | /s/ Chao Long Huang |
| (Principal Executive Officer) | ||
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