SNTW 10-K & 10-Q changes, risk factors and insider trading

Summit Networks Inc. (together with its subsidiary, the "Company") was incorporated under the laws of the State of Nevada on July 8, 2014. The Company was historically a development-stage issuer that explored various business opportunities prior to its current strategic transition.

1. Overview and Transitional Status

Summit Networks Inc. (the “Company”) historically operated as a development-stage issuer. During the year ended December 31, 2025, the Company did not generate significant operating revenues and continued to focus on internal organization, governance strengthening, and structured evaluation of future operational direction.

Management’s primary objective during fiscal 2025 was to preserve corporate continuity, maintain liquidity, complete defined internal development initiatives, and prepare the Company for a disciplined strategic transition.

2. Completion of Phase-One Internal Development Activities

During the year ended December 31, 2025, the Company completed a defined, time-limited phase of internal development activities. This phase consisted of research and evaluation work related to internal systems, digital workflows, and technical feasibility under fixed-term arrangements.

All planned tasks for this phase were completed as scheduled, and the related project activities concluded on December 31, 2025.

These activities were designed as a preparatory capability-building stage and were not intended as standalone commercial operations. The associated project contracts ended upon completion, and no continuing obligations remain under this initiative.

Management considers this phase to have achieved its intended internal objectives.

3. Strategic Transition and Board Adoption of 2026 Execution Plan

On December 31, 2025, the Board of Directors formally adopted a 2026 strategic execution plan centered on pursuing controlling acquisitions of cash-flow stable logistics enterprises.

The Company views fiscal 2025 as a capability-building year and fiscal 2026 as the operational implementation phase of a structured acquisition-driven strategy.

The digital and operational frameworks developed during 2025 are expected to serve as foundational tools for post-acquisition integration, governance standardization, and operational efficiency enhancement.

Following the revocation of regulatory restrictions in early February 2026, the Company initiated a governance upgrade and acquisition preparation phase consistent with Board authorization.

There can be no assurance that acquisition transactions will be completed.

4. Financial Condition and Liquidity

The Company continues to rely primarily on shareholder support for working capital. Management has adopted a conservative financial approach emphasizing cost control and liquidity preservation.

Consistent with the Board-approved acquisition strategy, management intends to evaluate financing alternatives in connection with specific acquisition opportunities rather than for general operating purposes.

No committed financing arrangements, acquisition agreements, or material business combinations had been executed as of December 31, 2025.

The Company’s financial statements have been prepared on a going-concern basis.

For the year ended December 31, 2025, the Company used $265,848 in the operating activities, compared to $57,096 for the period ended December 31, 2024 and $203,288 for the year ended September 30, 2024. This increase was primarily attributable to higher general and administrative expenses, including professional fees and compensation related to governance and compliance functions. The Company used $6,879 in investing activities during fiscal year ended December 31, 2025 for the purchase of property, plant and equipment.

These factors raise significant doubt about our ability to continue as a going concern, as discussed in the footnotes to our financial statements. Management has implemented cost control measures and continues to receive financial support from shareholders and affiliated parties to maintain operations during the Company’s strategic transition phase.

Management believes that continued shareholder support, combined with disciplined execution of the Board-approved 2026 strategic framework, may provide a structured pathway toward improved liquidity. There can be no assurance that such plans will be successfully implemented.

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5. Results of Operations

For the year ended December 31, 2025, the Company reported a net loss, reflecting general and administrative expenses associated with maintaining public company status, professional services, and the completion of internal development activities.

The Company generated total revenues of $11,797 during the year ended December 31, 2025. General and administrative expenses were $320,220 during the year ended December 31, 2025, compared to $328,984 for the fifteen-month period ended December 31, 2024. The increase in general and administrative expenses was primarily due to higher professional fees and salaries and wages paid to additional consultants.

The gain on debt forgiveness related to the write-off of certain liabilities for which the Company is no longer liable. As of December 31, 2025, the gain on debt forgiveness was $nil, compared to $12,500 for the fifteen-month period ended December 31, 2024.

The net loss was $331,073 for the year ended December 31, 2025, compared to $314,584 for the fifteen-month period ended December 31, 2024.

Total assets were $116,849 as of December 31, 2025, compared to $103,709 as of December 31, 2024.

As of December 31, 2025, the Company had 68,911,657 shares of common stock issued and outstanding.

6. Governance and Organizational Restructuring

Following the revocation of regulatory restrictions in February 2026, the Company implemented governance and organizational enhancements designed to support disciplined strategic execution.

Board oversight has been strengthened to emphasize:

• Independent supervision

• Financial compliance

• Strategic acquisition review

• Capital allocation discipline

Executive responsibilities have been clarified and centralized under a streamlined management structure.

The Company currently reports as a single operating segment.

7. Amounts Due to Related Parties

As of December 31, 2025, and December 31, 2024, amounts due to related parties consisted of the following (all advances are unsecured, non-interest bearing, and payable on demand). Any interest expense incurred by the Company arises from third-party financing arrangements and is borne by the Company. The related parties do not charge, receive, or benefit from any interest or spread in connection with these advances.

Total balance as of December 31, 2025:

USD$649,000

CAD$422,846

Total balance as of December 31, 2025 was USD$957,056, which includes USD$649,000 and CAD$422,846 (equivalent to approximately USD$308,056 based on the year-end exchange rate.)

These advances represent short-term financial support provided to fund ongoing administrative, compliance, audit, and governance related expenditures.

There are no formal repayment schedules in place. Repayment, if any, will depend on the Company’s future liquidity position and capital availability.

This section and other parts of this Form 10-Q quarterly report includes “forward-looking statements”, that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans”, “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Executive Overview

During the six months ended June 30, 2026, Summit Networks Inc. continued its strategic transition toward international trade and logistics while refining its long-term Digital Supply Chain Trust Infrastructure Platform strategy. During the reporting period, management focused on strategic planning, market assessment and evaluating long-term growth opportunities.

At the beginning of fiscal 2026, the Company’s strategic framework emphasized the evaluation of potential controlling acquisitions involving cash-flow-generating enterprises in the logistics, freight-forwarding and related supply-chain service sectors.

During the first and second quarters of 2026, management undertook market assessment activities in Asia and the United States in order to evaluate industry conditions, operational structures, financing requirements and the working-capital needs of small and medium-sized participants in international trade and logistics.

As these activities progressed, management concluded that long-term value creation could extend beyond the acquisition of individual operating businesses. Accordingly, management began evaluating a broader platform-based strategy to support future growth. As of June 30, 2026, the Company remained in the market assessment and strategic planning stage, and no definitive acquisition agreements had been executed.

Asian Market Assessment

From March 10 through May 25, 2026, the Company's Chief Executive Officer conducted in-person market assessment activities in Hong Kong and Shanghai.

These activities included meetings with owners, operators, managers and other participants involved in trading, freight forwarding and related logistics services.

Japan represented an important component of the Company's broader Asian market assessment.

In Shanghai, the Chief Executive Officer met with the Company's Japan market representative, who provided market observations regarding Japanese trading companies and freight forwarders and subsequently conducted additional market research in Japan.

Management considers Japan an important reference market because of its mature commercial practices, structured logistics processes, emphasis on contractual performance, strong credit discipline and well-established operating environment for international trade.

The Japan market research described the working-capital pressures experienced by small and medium-sized trading companies and freight forwarders, including the need to pay procurement, freight, customs, duties and related logistics costs before collecting payment from downstream customers.

The report also described situations in which freight forwarders may be required to advance transportation, port, customs, trucking and warehousing-related costs while receiving payment from their customers only after an extended settlement period.

Management believes these timing differences may create meaningful liquidity pressure for small and medium-sized trade and logistics companies, even where the underlying customer order is commercially viable.

The combined market feedback from Japan, Hong Kong and Shanghai broadened management’s understanding of the relationship among orders, credit, financing, freight execution, customs clearance, warehousing and customer payment timing.

U.S. Miami Operational Preparation

Following completion of the Asian market assessment, the Chief Executive Officer travelled to Miami, Florida on June 1, 2026 to commence preparations for a U.S.-based operating presence and continue market validation activities.

On June 3, 2026, management conducted an in-person strategic and operational briefing and oversight meeting in Miami with participating independent directors, including the Chair of the Audit Committee and the Company's financial expert.

Management presented the findings from the Asian market assessment and discussed:

• the Company's proposed U.S. operating direction;

• long-term shareholder value creation;

• governance and financial oversight;

• the Company's commitment to responsible long-term execution.

The June 3 meeting marked the commencement of the Company’s on-the-ground U.S. operational preparation and market validation activities.

During June 2026, management conducted preliminary meetings, operational discussions and site visits involving:

Management evaluated:

Management’s observations indicated that the financial and operational risks affecting a cross-border transaction are interconnected.

For example, an importer or trading company may face procurement and duty obligations before receiving revenue from the downstream customer. A freight forwarder may be required to pay carriers, customs brokers, trucking providers or local agents before receiving reimbursement. A cross-border warehouse may incur ongoing storage, handling and fulfillment costs where inventory turnover is delayed or customer payments are not made on schedule.

The Company’s Miami assessment remained preliminary, exploratory and limited in scale. These activities did not constitute the commencement of material standalone logistics, warehousing or trade operations.

During the six months ended June 30, 2026, the Company’s validation activities remained limited, controlled and exploratory.

The Company had not launched a commercial platform, entered into a definitive acquisition agreement or completed a material pilot transaction as of June 30, 2026.

Strategic Review and Refinement

On June 24, 2026, the Chair of the Audit Committee, an independent director and the Company's financial expert met with management in Vancouver to review the results of the Company's strategic assessment activities and discuss the next phase of its long-term development strategy.

• the findings from the Company’s market assessment activities;

• the proposed platform-first development strategy; and

• priorities for the Company’s long-term strategic development.

On June 29, 2026, following further discussions between management and the Board of Directors, participants reached a preliminary consensus that a platform-first development strategy would become the Company's principal long-term strategic direction.

Under this refined approach, management intends to prioritize platform planning, pilot preparation and the continued evaluation of strategic acquisition opportunities that support the Company's long-term business objectives. Potential acquisitions will continue to be assessed based on their ability to contribute operational capabilities, customer relationships, logistics infrastructure or other strategic resources that support the Company's long-term strategic objectives.

The refinement represents a change in the sequencing of the Company's previously disclosed strategic initiatives rather than a change in its overall business objectives. As of June 30, 2026, no definitive acquisition agreement had been executed, no commercial platform had been launched and no revenue had been generated from these strategic initiatives.

Management may continue to evaluate strategic acquisitions where such acquisitions could:

The Company cannot provide assurance that its platform development plans will be completed, that pilot transactions will be successfully implemented, that market participants will adopt the platform, that financing will be available, or that any acquisition transaction will be completed.

Three months ended June 30, 2026

For the three months ended June 30, 2026, the Company did not generate revenue, compared with revenue of $2,535 for the three months ended June 30, 2025.