Summit Networks Inc 10-Q for FY2025 Q1
Summit Networks Inc. (SNTW)
About this 10-Q
Summit Networks Inc filed this 10-Q on May 20, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $130.57K
- compared with a net loss of $51.97K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | ||||
| |
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||
| For the quarterly period ended |
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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)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐
The number of shares outstanding of each of the issuer’s classes of common stock, as of March 31, 2025 is as follows:
| Class of Securities | Shares Outstanding | |
| Common Stock, $0.001 par value |
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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.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SUMMIT NETWORKS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2025 (Unaudited) | 2024 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| Fixed assets, net | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Due to related parties | ||||||||
| Total Current Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value, shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding as at March 31, 2025 and December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For three months ended | ||||||||
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Other Income: | ||||||||
| Interest income | ||||||||
| Total Other Income | $ | $ | ||||||
| Operating Expenses: | ||||||||
| General and administrative expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Basic Net loss per share | $ | ( | ) | $ | ( | ) | ||
| Diluted Net loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding | ||||||||
| Diluted weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(Unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance at December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUMMIT NETWORKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For three months ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Investment in equipment | $ | ( | ) | |||||
| Net cash used in investing activity | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Proceeds from issuance of common stock | $ | $ | ||||||
| Proceeds from loan from related parties | ||||||||
| Net cash generated from financing activity | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SUMMIT NETWORKS INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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
On July 17, 2019, the Company received FINRA approval to effect a 10-for-1 stock dividend to holders of its common stock as of June 1, 2019, the record date for the dividend. As a result, common stock figures, share capital, additional paid in capital, and earnings per share information have been retroactively adjusted to reflect the stock dividend.
On May 8, 2020, Sumnet (Canada) Inc. (“Sumnet (Canada)”) was incorporated in Canada. Sumnet (Canada) issued all its ordinary shares to the Company so that Sumnet (Canada) became the wholly owned subsidiary of Company. On July 29, 2020, Smith Barney Enterprises Limited (“Smith Barney”) was incorporated in the British Virgin Islands. Smith Barney issued all its ordinary shares to the Company on July 29, 2020, so that Smith Barney became the wholly owned subsidiary of Company. On August 28, 2020, Green Energy (HK) Limited (“Green Energy”) was incorporated in Hong Kong. Green Energy issued all its ordinary shares to Smith Barney on August 28, 2020, so that Green Energy became the wholly owned subsidiary of Smith Barney. On September 27, 2020, Beijing Asian League Wins Technology Co., Ltd. (“Beijing ALW”) was incorporated in People’s Republic of China. Green Energy subscribed all capital stock of Beijing ALW on September 27, 2020, so that Beijing ALW became the wholly owned subsidiary of Green Energy.
On January 20, 2021, Beijing ALW and Green Energy entered into a series of contractual agreements (the “VIE Agreement”) with Hengshui Jingzhen Environmental Company Limited (“Hengshui Jingzhen”, or the “VIE”), whereby Beijing ALW gained control over Hengshui Jingzhen, a P.R. China company, which provides integrated hazardous waste management services, including collecting, transferring, disposing, and recycling of hazardous waste, primarily in Hebei, China. On March 29, 2021, the board of directors and a majority shareholder of the Company approved the termination of the VIE Agreements with Hengshui Jingzhen. On the same date, Beijing ALW, Hengshui Jingzhen, and Hengshui Jingzhen’s shareholders entered into a Termination Agreement (the “Termination Agreement”) to terminate all existing VIE Agreements signed on January 20, 2021. Pursuant to the Termination Agreement, all of the rights and obligations under the existing VIE Agreements were terminated and the Company no longer had control of Hengshui Jingzhen.
On January 20, 2021, the Company changed its fiscal year-end from July 31 to September 30.
On November 30, 2022, the Company signed a general agreement of cooperation with Future Era Tech Inc (hereinafter referred to as "FET"). In October 2023, SNTW and FET agreed to establish a new business model in the daily consumer goods segment, to organize suppliers to set up downstream companies and stores and direct supply chain to consumers, i.e. S2B2C. At present, we have completed our analysis of this model and a detailed business plan is being prepared. Management anticipates that the new business model will be funded through our next round of financing, if any deployment.
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”). The transaction was consummated on May 31, 2024 and SNTW acquired all the outstanding common stock of Mega. Due to this transaction, Mega has become a wholly owned subsidiary of SNTW. The shareholders of Mega received shares of the common stock of SNTW. Subsequently, on October 11, 2024 the parties agreed to terminate the transaction and they entered into a Reverse Merger Agreement, whereby the Mega transaction was rescinded and all previous actions in support of the transaction were reversed and the transaction was terminated.
On September 30, 2024, the Company changed its fiscal year-end from September 30 to December 31.
On October 16, 2024, the company publicly disclosed all documents of the reverse merger, including Stephen Kok Koon Tan’s resignation from the board of directors.
Until the expiration of the project contract with FET on December 31, 2024, the Company's contract with FET will not be renewed as the product specifications do not meet local market requirements.
On October 14, 2024, the Company's Board of Directors resolved to approve the senior team's project plan for year 2025-2026, agreeing on the plan for new entrepreneurial project, a plan to establish a new team of IT professionals, and the incentive plan were also agreed upon; as a result of reverse merger with St.Mega Enterprises.
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 limited operations and has not generated any revenue
since its inception, July 8, 2014, resulting in accumulated deficit of $
At March 31, 2025, the Company had a working capital deficiency of
$
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.
The Company actively looks for new business opportunities, and its operating expenses are solely relied on loans from the shareholders.
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 March 31, 2025, and its results of operations and cash flows for the six-month period then ended. Operating results for the three and six months ended March 31, 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.
Cash and Cash Equivalents
Cash and cash equivalents are on deposit with financial institutions
without any restrictions. As of March 31, 2025 and December 31, 2024, there is
Fixed Assets, net
Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets.
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Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
The Company follows the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants. Stock compensation expense, which is based on the grant date’s fair value estimated in accordance with the provisions of ASC 718, is recognized as an expense over the requisite service period, and the Company made a policy election to recognize forfeitures when they occur.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes''. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Uncertain Tax Position
ASC 740 provides guidance for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. If the Company determines that an uncertain tax position
exists in which the Company could incur income taxes, the Company will evaluate whether there is a probability that the uncertain tax
position taken would be sustained upon examination by the taxing authorities. A liability for uncertain tax positions would then be recorded
if the Company determined it is more likely than not that a position would not be sustained upon examination or if a payment would have
to be made to a taxing authority and the amount is reasonably estimable. The Company does not believe any uncertain tax positions exist
that would result in the Company having a liability to the taxing authorities. The Company classifies interest and penalties related to
unrecognized tax benefits, if and when required, as part of interest expense and other expense in the statements of operations. As of
March 31, 2025, the Company did
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The Company has no assets or liabilities valued at fair value on a recurring basis.
Foreign Currency
The reporting currency is U.S. dollars. The functional currency of the Company and Sumnet (Canada) is the U.S. dollars.
Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currency at the prevailing rates of exchange at the balance date. The resulting exchange differences are reported in the consolidated statements of operations.
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. FIXED ASSETS, NET
Fixed assets consisted of the following:
| Schedule of fixed assets | ||||||||
| March 31, 2025 | December 31, 2024 | |||||||
| Office furniture and equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant, and equipment, net | $ | $ | ||||||
During the three months ended March 31, 2025, the Company
purchased new fixed assets with the total costs of $
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NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses balance
As of March 31, 2025 and December 31, 2024, the accounts payable and
accrued expenses balance were $
| Schedule of accounts payable and accrued expenses | ||||||||
| March 31, 2025 | December 31, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Wage payable | $ | $ | ||||||
| Payroll deduction payable | $ | $ | ||||||
| $ | $ | |||||||
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, 2025 | December 31, 2024 | |||||||
| Shuhua Liu | $ | $ | ||||||
| Chiu Kin Wong | $ | $ | ||||||
| Zenox Enterprises Inc | $ | $ | ||||||
| Chao Long Huang | $ | $ | ||||||
| $ | $ | |||||||
During the quarter ended March 31, 2025, the Company’s CEO advanced
$
As of March 31, 2025 and December 31, 2024, details of the due to related party balances are as follows:
| Schedule of due to related party | ||||||||||
| Borrowing Date | Amount | Interest Rate | ||||||||
| Shuhua Liu | $ | % | ||||||||
| Chiu Kin Wong | $ | % | ||||||||
| Shuhua Liu | $ | % | ||||||||
| Zenox Enterprises Inc | $ | % | ||||||||
| Chao Long Huang | $ | ($140,000 in Canadian Dollar) | % | |||||||
The above loans have no specific dates of repayments.
NOTE 7. STOCKHOLDERS’ EQUITY
On July 8, 2019, the Company filed an Amended and Restated Articles of Incorporation (the "Restated Charter") with the Secretary of State of the State of Nevada. Pursuant to the Restated Charter, the Company's capital stock consists of shares, of which are designated common stock and are designated as preferred stock.
On July 17, 2019, the
On January 7, 2020, in connection with the MoralArrival Share Exchange Agreement, the Company issued shares of common stock to Ms. Liu. On November 11, 2020, the Share Exchange Agreement with MoralArrival was terminated and the shares issued to Ms. Liu were cancelled.
On February 3, 2021, the Company issued shares of common stock to Catalpa Holdings, Inc., a third party, as compensation for its consulting services. The fair value of was determined to be $ and was recognized as stock- based compensation for the year ended September 30, 2021.
On May 13, 2021, the Company issued shares of common stock to Mr. Jun Du, the Chief Operating Officer. The fair value of was determined to be $and was recognized as stock-based compensation for the year ended September 30, 2021.
On November 30, 2022, the Company and Future Era Tech (“FET”) signed a master agreement for cooperation. FET purchased 5,000,000 shares for $0.04 and acquired the independent management rights and management rights of the company's subsidiary, SUMNET. FET mainly operates clean energy methanol flameless boilers, as well as the research and development and sales of automated production lines. By December 29, the $200,000 investment had been fully credited to the transaction.
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On April 13, 2023, the Company issued shares of its common stock, par value $ per share equitably allocated to Mr. Youyang (John) Cheng, the director, Mr. Jian Hua James Shu, the director and Mr. Weiwei (Ricky) Jiang, the director.
On October 2, 2023, the company issued shares of common stock
to Mrs. Chaoxia Huang, par value $ per share for $
On March 27, 2024, the company issued shares of common stock
to Mrs. Chaoying Huang, par value $ per share 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”). The transaction was consummated on May 31, 2024 and SNTW acquired all the outstanding common stock of Mega. Due to this transaction, Mega has become a wholly owned subsidiary of SNTW. The shareholders of Mega received shares of the common stock of SNTW.
On April 9, 2024, the company issued shares of common stock to Ms. Luo Qun, par value $ per share in exchange for $ of consulting services.
On July 13, 2024, the company issued shares of common stock to Mrs. He Chen at a price of $ per share as consideration for providing IT-related services for a period of two years and shares of common stock at a price of $ per share to Mr. Xuezhi Ma for consideration for providing consulting services for a period of two years.
On September 30, 2024, the Company changed its fiscal year-end from September 30 to December 31.
On October 16, 2024, the company publicly disclosed all documents of the reverse merger, including Stephen Kok Koon Tan’s resignation from the board of directors.
Until the expiration of the project contract with FET on December 31, 2024, the Company's contract with FET will not be renewed as the product specifications do not meet local market requirements.
On October 14, 2024, the Company's Board of Directors resolved to approve the senior team's project plan for year 2025-2026, agreeing on the plan for new entrepreneurial project, a plan to establish a new team of IT professionals, and the incentive plan were also agreed upon.
On December 12, 2024, 20 million stock certificates were returned to the company's share pool as a result of reverse merger with St.Mega Enterprises
On December 14, 2024, the company issued shares of common stock to Mr. Zhuo An Li at a price of $ per share as consideration for providing IT-related services.
On December 16, 2024, the company issued shares of common stock to Ms. Julie Yijia Yan as a nominee of Mr.Jun Yan at a price of $ per share as consideration for providing IT-related services.
On December 16, 2024, the company issued shares of common stock to Mr. Adrian Sylvain Chua at a price of $ per share as consideration for providing IT-related services.
As of March 31, 2025, the Company had shares of common stock issued and outstanding.
NOTE 8. SUBSEQUENT EVENTS
On April 17 2025, there was a debt of $
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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.
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
Summit Networks Inc. (together with its subsidiary, the “Company”) was incorporated under the laws of the State of Nevada on July 8, 2014.
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.
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 March 31, 2025 and 2024, we generated no revenues as we are still in the early stages of developing our business. Our operating expenses for the same periods were comprised of general and administrative expenses of $130,565 and $52,370, respectively. Our general and administrative expenses consisted of mainly professional fees for the three months ended March 31, 2025 and 2024, respectively. The increase in general and administrative expenses was mainly due to the increase of salaries, rent and professional fees. As we continue building the foundation for our future operations, these investments reflect our ongoing efforts to establish and grow our business.
Our total assets as of March 31, 2025 were $207,526.
As of March 31, 2025, the Company had 68,911,657 shares of common stock issued and outstanding.
As of March 31, 2025 and December 31, 2024, there are a total of $726,552 and $629,000 in amounts respectively, due to related parties and shareholders were interest free, unsecured and payable on demand.
1. SIC Industry Classification Adjustment
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.
2. Zenox Project Launch
On March 28, 2025, the Company entered into an agreement with Zenox Entperises Inc. to develop a next-generation AI-powered healing platform. Originally established in November 2022, 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.
As of April 2025, 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.
Based on our current operating plan, we may need to obtain additional financing to operate our business. Additional financing, whether through public or private equity or debt financing, or if available.
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Liquidity and Capital Resources
The Company had a negative operating cash flow of $63,988 for the three months ended March 31, 2025, and a negative operating cash flow of $50,337 for the three months ended March 31, 2024.
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 March 31, 2025 we had $65,915 in cash. The working capital deficits were $548,498 and $411,054 for the three months ended March 31, 2025, and December 31, 2024, respectively. These factors raise significant doubt about our ability to continue as a going concern as discussed in the footnotes to our financial statements.
However, the company’s management team has established a new plan for financing the company’s operations in the short run, consisting of financial support from our current shareholders and management. The company is currently working on developing a new business plan.
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 March 31, 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.
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 March 31, 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 March 31, 2025, due to the following material weaknesses that our management identified in our internal control over financial reporting as of March 31, 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. 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.
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 March 31, 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.
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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 annual 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.
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, 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 March 31, 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 three months ended March 31, 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 three months ended March 31, 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: May 20, 2025 | By: | /s/ Chao Long Huang |
| (Principal Executive Officer) | ||
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Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chao Long Huang, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Summit Networks Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 20, 2025 | By: | /s/Chao Long Huang |
|
| Chao Long Huang |
|
| Chief Executive Office |
|
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Xian Nan Zheng, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Summit Networks Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 20, 2025 | By: | /s/Xian Nan Zheng |
|
| Xian Nan Zheng |
|
| Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Summit Networks Inc. (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Chao Long Huang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: May 20, 2025 | By: | /s/Chao Long Huang |
|
| Chao Long Huang |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Summit Networks Inc. (the “Company”) for the period ended March 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), I, Xian Nan Zhen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
Date: May 20, 2025 | By: | /s/Xian Nan Zhen |
|
| Xian Nan Zhen |
|
| Chief Financial Officer and Director |
|
| (Principal Financial and Accounting Officer) |