SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the period from, December 31, 2024 to December 31, 2025

Commission File No. 333-199108

Summit Networks, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: 305-347-5158

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

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 requirement for the past 90 days.  Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act).  Yes ☐ No ☒

The aggregate market value of the common voting stock held by non-affiliates of the Registrant as of the last business day for the Registrants as of December 31, 2025was approximately $1,865,156.

As of December 31, 2025, there were 68,911,657 shares of common stock, par value $0.001 per share issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the "Report"), including, without limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management's current expectations, but actual results may differ materially due to various factors, including, but not limited to:

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Our financial statements are stated in United States dollars ($US) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all references to "common stock" refer to the common shares in our capital stock.

As used in this annual report, the terms "we," "us," "our," "Summit" and "Summit Networks" mean Summit Networks Inc, unless the context clearly indicates otherwise.

PART I

ITEM 1. BUSINESS

Corporate Background and General Strategic Overview

Summit Networks Inc. (together with its subsidiary, the "Company") was incorporated under the laws of the State of Nevada on July 8, 2014. Historically, the Company explored multiple business directions, including product distribution and other commercial initiatives. These activities were limited in scale and did not result in sustained operating revenues.

During fiscal 2025, the Company completed a defined phase of internal development focused on organizational structuring, governance enhancement, and evaluation of operational direction. These activities were designed as preparatory work and were not intended to represent ongoing commercial operations.

The Company is currently in a strategic transition phase. Management’s primary focus is to pursue controlling acquisitions of cash-flow generating logistics enterprises, primarily in Asia.

The Company intends to enhance the operational performance of acquired businesses through standardized governance, financial discipline, and selective digital integration. These capabilities were developed during the Company’s internal development phase and are expected to support post-acquisition integration and operational efficiency.

The Company is positioning itself as a capital-efficient acquisition platform within the logistics sector. Management has initiated preliminary evaluation and engagement with potential acquisition targets; however, no definitive agreements have been executed as of the date of this report.

The Company’s long-term objective is to build a scalable logistics-focused platform through disciplined acquisitions. Rather than relying on organic growth from a single operating business, the Company intends to expand through the acquisition of established, revenue-generating enterprises.

This approach is designed to:

There can be no assurance that any acquisition will be completed or that the Company will be successful in executing its strategy.

The logistics industry is highly competitive and fragmented, particularly in Asia. The Company expects to compete with existing logistics operators, regional service providers, and other acquisition-focused platforms. The Company’s ability to compete will depend on its access to capital, execution capability, and ability to identify suitable acquisition targets.

The Company’s potential acquisition activities may be subject to regulatory approvals in relevant jurisdictions. In addition, as a public reporting company in the United States, the Company is subject to ongoing reporting and compliance obligations under applicable securities laws.

As of December 31, 2025, the Company does not have a large employee base and relies on a combination of management oversight and external professional services. The Company expects to expand its operational capabilities following the completion of any acquisition transactions.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal executive offices are located at 1221 Brickell Avenue, Suite 900, Miami, Florida, USA 33131

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings nor are we aware of any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on OTCQB operated by the OTC Markets under the symbol "SNTW." The OTCQB application was approved on August 31, 2023. There has been very limited trading in our shares of common stock to date. We plan to work to create an active market in our shares. 

As of December 31, 2025, there were 68,911,657 shares of common stock issued and outstanding and held by a total of 60 shareholders of record.

Dividends

We have never paid nor declared any dividends on our common stock. We plan to retain any future earnings for use in our business.  Any decision as to the future payment of dividends will depend on our earnings and financial position and such other facts as the Board of Directors deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted an equity compensation plan and no securities have been authorized or reserved for issuance under any equity compensation plan.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None. 

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable to a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

This section provides management’s discussion of the financial condition, changes in financial condition and results of operations of Summit Networks, Inc. with specific information on results of operations and liquidity and capital resources. It includes management’s interpretation of our financial results, the factors affecting these results, the major factors expected to affect future operating results and future investment and financing plans. This discussion should be read in conjunction with our consolidated financial statements and notes thereto.

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. 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

As of December 31, 2025, the Company had cash of $94,559 and total current liabilities of $1,009,316. Stockholders’ deficit totalled $892,467.

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, period ended December 31, 2024 and year ended September 30, 2024, the Company had positive cash flow of $55,329 negative cash flow of $7,096 and $103,228, respectively. The Company's principal sources and uses of funds were as follows:

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.

The Company's financial statements have been prepared on a going-concern basis which contemplates the realization of assets 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. As of December 31, 2025, the Company had $94,559 in cash and the outstanding liabilities were $1,009,316 compared to cash of $39,230 and outstanding liabilities of $665,103 as of December 31, 2024. Stockholders’ deficit as of December 31, 2025 was $892,467.

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.

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.

8. Subsequent Repayment (January 2026)

In January 2026, the company repaid USD $20,000 to Zenox Enterprises Inc. This repayment did not affect the balances reported as of December 31,2025.

After this repayment, the outstanding balances due to the related parties were as follows:

USD$629,000

CAD$422,846

9. Management Commentary

Management maintains a conservative liquidity posture and continues to prioritize:

The Company does not currently have committed external financing arrangements and will evaluate capital alternatives only in connection with specific strategic initiatives, subject to Board authorization and regulatory compliance.

10. Outlook and Strategic Readiness

The Company is transitioning from a development-stage exploratory model toward an acquisition preparation phase.

Management anticipates evaluating potential acquisition opportunities during fiscal 2026. Any such transaction would remain subject to:

There can be no assurance that any acquisition or financing transaction will occur.

11. 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Mao & Ying LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Summit Networks Inc.

Opinion

We have audited the accompanying consolidated financial statements of Summit Networks Inc (the "Company"), which comprise the consolidated statements of balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the year ended December 31, 2025, the three months ended December 31, 2024, and the twelve months ended September 30, 2024 respectively, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025, for the three months ended December 31, 2024 and for the twelve months ended September 30, 2024 respectively, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter Regarding Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has accumulated losses of $1,840,134 since its inception and incurred a loss of $331,073 during the year ended December 31, 2025. These events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

1488 - 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2 Telephone: 778-379-8518 Fax: 778-379-8502

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Mao & Ying LLP

Chartered Professional Accountants

Vancouver, Canada,

April 24, 2026

We have served as the Company's auditor since April 2025.

PCAOB ID No: 6976

SUMMIT NETWORKS INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

SUMMIT NETWORKS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS 

The accompanying notes are an integral part of these consolidated financial statements.

SUMMIT NETWORKS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements. 

SUMMIT NETWORKS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements. 

SUMMIT NETWORKS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. 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 accounting principles generally accepted in the United States of America.

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of the end of the period covered by this report, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective, because management identified a material weakness in the Company’s internal control over financial reporting related to the segregation of duties as described below.

While the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

Management’s Remediation Initiatives.

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.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred prior to the Company’s most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth information regarding the Company’s directors and executive officers as of December 31, 2025:

Ms. Liu, aged 52, has served as a Director of the Company since June 2019. She has also been serving as the President of Hebei Jingxin Group, a construction company in China, since 2015. Prior to that, Ms. Liu served as the Executive Deputy General Manager of Hebei Jingxin Group from 2010 to 2015. In 2016, Ms. Liu received her Bachelor of Arts degree from National Open University located in China. She received an MBA degree from Business School Netherlands of Tsinghua University of Beijing in 2017. 

Ms. Zheng, aged 44, was employed from 2014 through 2018 as General Manager for Shanghai Timeless International Co., Ltd (“STIT”) in Shanghai, China. STIT is in the business of arranging transportation for freight and cargo. In 2008 Ms. Zheng earned a master’s degree in business administration at Northwestern Polytechnic University, USA, district located in Vancouver, Canada.

Mrs. Huang, aged 73. Ms. Huang graduated from Huangshan Forestry College in Anhui, China with a degree in Forestry in 1975 and from Nanjing Normal University in Nanjing, China with a degree in Chinese Language and Literature in 1991. From 1975 to1980, Ms. Huang worked as Forestry Technical Engineer for the Qingyang Forestry Bureau in Anhui, China. From 1980 to 1993, Ms. Huang worked for Meishan Metallurgical Newspaper Company. From 1993 to 2017, Ms. Huang worked as the Chief Executive Officer for various companies, including Shanghai Timeless International Transportation Co., Ltd., Hongkong Magic Dragon Shipping & Enterprises, Co., Ltd. and Shanghai Starlink Transportation and Forwarding Co. Ltd. From 2019 to 2021, Ms. Huang has previously served as the Chief Financial Officer for the Company.

Mrs. Yang, aged 69, Ms. Yang holds a Bachelor’s Degree in Accounting from Renmin University of China. She has over 40 years of experience in corporate financial management and accounting. She has held senior financial leadership roles within major multinational and state-owned enterprise groups, including serving as Deputy Chief Accountant of China National Electric Engineering Co., Ltd., Director of Finance of China National Machinery Industry Corporation, and Chief Accountant of China Kingho Energy Group Ltd. Ms. Yang has extensive experience in corporate financial systems development, cost control, internal auditing, risk management, and group-level financial coordination. She has also served as Chairman of the Supervisory Board of publicly listed companies in China.

Ms. Yu, aged 62, holds a bachelor’s degree in Textile Design Engineering of China Textile University in Shanghai, China. She also attended Kwantlen College in Richmond, BC, Canada in an EEA Program.  Ms Yu worked as a bookkeeper for ECA International Resources Ltd. located in Richmond, BC, Canada from November 2024 through August 2025.  From March 2020 through October 2024 Ms. Yu worked at E-Commerce T&T Inc. in Richmond, BC, Canada in Senior Management.  From September 2017 through May 2019, Ms. Yu was employed at SunClub Vacations, Inc. in Vancouver, BC, Canada as an admission assistant/bookkeeper.  From August 2012 through May 2017, Ms. Yu worked at Sunshine World Travel Ltd. in Richmond, BC, Canada as an assistant in International Students Services.  

Mr. Shu, age 73, was employed as a Head of Operations at Cara Operations Limited (“COL”) from May 1990 to June 2016. COL is in the airline services business. In 1985 Mr. Shu earned a degree in Industrial Economics Management at Shanghai University of Finance and Economics, located in Shanghai, China.

Mr. Jiang, aged 33, is a Manager at Purewest Property Investment Ltd. (“PPI”) located in Vancouver, British Columbia, Canada. He has held this position since September 2022, PPI is in the real estate development business. In 2009, Mr. Jiang earned a Bachelor of Commerce degree at the University of British Columbia.

Mr. Cheng, aged 68, is a Managing Director of Asia Region for Global Steering System, LLC (“ARGSS”), which is located in Changshu, China. Mr. Cheng has held this position since October 2012. ARGSS is in the business of designing and manufacturing steering systems for various types of vehicles. In 1982, Mr. Cheng earned a bachelor’s degree in science & technology from the University of Shanghai, Located in Shanghai, China.

Mr. Ma, aged 56. Mr. Ma graduated from Langara College in Vancouver, British Columbia, Canada with a degree in International Business in May 2000. Mr. Ma also attended the Canadian Securities Institute in Vancouver, British Columbia from March 1999 to May 2001 and received a certificate as a futures and options broker. Mr. Ma attended Tongji University in Shanghai, China from 1987 to 1991 and received a bachelor’s degree in mechanical engineering. From 1991 to 1995 he worked for the Beijing Railway Bureau as a mechanical engineer, designing and installing new equipment and supervising and administering a technical team. From 2001 through 2006 he worked for HCL Derivatives, Inc. in Vancouver, Canada where he provided instant market information to clients and executed their orders; explained fundamental, technical analysis and trading psychology to clients, developed and maintained a customer database and source for new customers, and designed a detailed trading and investment plan. From 2008 to 2010 he worked for Swifttrade, Inc. in Vancouver, Canada as a day trader. From 2011 to the present, he works as a family fund manager and oversees risk manager for private funds.

Director Independence

As of December 31, 2025, the Company had three independent directors, as defined under applicable securities laws and regulations. The Board of Directors had determined that each independent director satisfied the independence requirements, including the absence of material relationships with the Company that would impair their independence.

The Board and Committees

As of December 31, 2025, the Company had established an Audit Committee composed of independent directors.

Ms. Lei (Leila) Yang served as the Chair of the Audit Committee and was designated by the Board as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K. The Board determined that Ms. Yang possessed the requisite financial expertise and experience to fulfill this role.

Due to the Company’s size, limited operational scale, and early-stage development status, the Board of Directors had not established separate standing nominating or compensation committees. Instead, the full Board performed the functions typically associated with such committees, including oversight of executive compensation, director nominations, and corporate governance matters.

The Board believed that this structure was appropriate at that stage of the Company’s development and allowed for efficient decision-making and oversight.

Subsequent Governance Developments

Subsequent to the fiscal year end, the Company further enhanced its governance structure.

In February 2026, the Company appointed additional two U.S.-based independent directors and reconstituted its Audit Committee. As part of this process, certain prior independent directors ceased serving on the Board and its committees.

Mr. Ross Miller was appointed as the Chair of the Audit Committee and designated as an audit committee financial expert in accordance with SEC requirements.

These changes were part of the Company’s broader governance enhancement initiative to strengthen regulatory compliance and support its transition to an acquisition-focused operational model.

Hedging Policies

The Company has not adopted any practices or policies regarding the ability of employees, officers, or directors to purchase financial instruments or otherwise engage in transactions designed to hedge or offset any decrease in the market value of the Company’s equity securities, as described under Item 407(i) of Regulation S-K.

Legal Proceedings

To the knowledge of our management, there are no material proceedings to which any of our directors, officers or affiliates are a party adverse to our Company.

Code of Ethics

We intend at some point to adopt a code of ethics that applies to our officers, directors and employees. We will file copies of our code of ethics in a current report on Form 8-K. You will be able to review these documents by accessing our public filings at the SEC's website at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a current report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

There are currently no formal employment agreements between the Company and its directors and executive officers. Historically, the Company has not maintained a structured executive compensation program and has not paid regular salaries to its executive officers or directors. During the fiscal year ended December 31, 2025, limited compensation was provided on a discretionary basis to certain officers for administrative and operational support services. Such amounts were not material and were intended solely to support the Company’s basic operations and regulatory compliance. Certain officers have agreed to continue supporting the Company with minimal or no remuneration until such time as the Company generates sufficient revenues to implement a formal compensation structure. At this time, the Company has not established any formal cash compensation plans, bonus arrangements, equity compensation programs, or employment agreements for its executive officers or directors. The Company does not currently provide any annuity, pension, or retirement benefits to its officers, directors, or employees.

Governance Update

In February 2026, the Company further enhanced its governance structure through the appointment of additional independent directors and the reconstitution of its Audit Committee, including the designation of a new audit committee financial expert. These actions are consistent with the Company’s ongoing efforts to strengthen corporate governance and regulatory compliance.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Annual Report by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) by each director and executive officer of our company and (iii) by all executive officers and directors of our company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.

Applicable percentage ownership is based on 68,911,657 shares outstanding on December 31, 2025.  There are no options, warrants, rights, conversion privilege or similar right to acquire the common stock of the Company outstanding as of December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

On June 15, 2020, the Company entered into loan agreements with Shuhua Liu and Chiu Kin Wong for an aggregate loan of $400,000 with no interest. Shuhua Liu agreed to lend $280,000 to the Company and Chiu Kin Wong agreed to lend $120,000, both for the Company's working capital in connection with going public, merger and acquisition. The Company agrees to repay the loan balance after its first financing activity. Shuhua Liu is the Chief Executive Officer and Director of the Company. Chiu Kin Wong is a shareholder of the Company. The amount of principal outstanding on the loan as of November 13, 2020 is $400,000. No principal or interest was paid by the Company during the fiscal year ended September 30, 2021. During the period ended September 30, 2021, the company borrowed $179,000 from its shareholders to pay certain expenses.

Starting in October 2022, the Company began raising modest amounts of capital to support its ongoing operations. For the year ended September 30, 2024, approximately $400,000 was raised. During the three-month period ended December 31, 2024 and the year ended December 31, 2025, approximately $450,000 and $ 778,056 were raised, respectively.

Advances From related parties

Our Board of Directors are responsible to approve all related parties’ transactions. We have not adopted written policies and procedures specifically for related person transactions.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services for the audit of our annual financial statements for the fiscal period ended December 31, 2024 and year ended September 30, 2024 and September 30, 2023 and fees billed for other services during those periods.

Audit fees to Assentsure for the annual audit of our financial statements and the periodic reviews of the financial statements were as follows.

⁽¹⁾ Audit fees consist of audit and review services, consent and review of documents filed with the SEC. For fiscal year ended December 31, 2025 and 3 months period ended December 31, 2024, and 12 months ended September 30, 2024, respectively.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be retrieved from SEC website at www.sec.gov.

ITEM 16. FORM 10-K SUMMARY

Not applicable. 

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.