SFCX 10-Q
SUPA Consolidated Inc. (SFCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended |
Or
| TRANSITION REPORT PURSUANT TO 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)
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 (§ 232.405
of this chapter) 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, a 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 ☐
No
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Not applicable | Not applicable | Not applicable |
The number of shares outstanding of the registrant’s common stock on May 1, 2026 was shares.
TABLE OF CONTENTS
| 2 |
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Consolidated Financial Statements
SUPA Consolidated Inc.
INDEX TO FINANCIAL STATEMENTS
| 3 |
SUPA CONSOLIDATED INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Intangible assets | ||||||||
| Investment in Boumarang Inc. | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable | ||||||||
| Accrued interests | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common stock to be issued: shares as of March 31, 2026, and shares as of December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying Notes to Financial Statements
| 4 |
SUPA CONSOLIDATED INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended | For the Three Months Ended | |||||||
| Operating expenses: | ||||||||
| General and administrative expense | $ | $ | ||||||
| Total operating expense | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on write-offs | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Net income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Weighted average shares basic and diluted | ||||||||
| – | ||||||||
| Weighted average basic and diluted loss per common share | $ | ) | $ | ) | ||||
See accompanying Notes to Financial Statements
| 5 |
SUPA CONSOLIDATED INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock | Common Stock To Be Issued | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Shares to be issued for services | – | |||||||||||||||||||||||||||
| Net income | – | – | ||||||||||||||||||||||||||
| Balance – March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying Notes to Financial Statements
| 6 |
SUPA CONSOLIDATED INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended 2026 | For the Three Months Ended 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Common stock issued for services | ||||||||
| Changes in operating assets/liabilities: | ||||||||
| Inventory | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ||||||
| Accrued interests | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Borrowings from related parties | ( | ) | ||||||
| Net cash from financing activities | ( | ) | ||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
See accompanying Notes to Financial Statements
| 7 |
SUPA CONSOLIDATED INC.
NOTES TO FINANCIAL STATEMENTS
| 1. | Organization and Business |
Organization and Business
SUPA Consolidated Inc., formerly known as Tribal Rides International Corp., a Nevada corporation (the “Company,” “we,” or “us”), was incorporated on May 19, 2014, as “Trimax Consulting, Inc.” On May 8, 2017, the Company changed its name to “Xinda International Corp.” On January 18, 2020, the Company changed its name to “Tribal Rides International Corp.” On October 23, 2025, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name to “SUPA Consolidated Inc.” effective on the same date. The corporate action was reviewed and processed by FINRA, and on January 30, 2026, FINRA approved the name change and the corresponding ticker symbol change from “XNDA” to “SFCX” on the OTC Markets.
On December 31, 2024, the
Company completed the sale of substantially all of its intellectual property and related intangible assets (the “Assets”)
to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement (the “APA”) for total consideration valued
at $
Discontinued Operations
Following the sale of the historical IP assets to Boumarang on December 31, 2024, the Company has had no operating activity in the discontinued ridesharing/autonomous vehicle business. Accordingly, the prior year ridesharing operations have been classified as discontinued operations in periods through December 31, 2024. There was no income or loss from discontinued operations during the three months ended March 31, 2026, or the three months ended March 31, 2025.
Going Concern
These consolidated financial
statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred recurring losses since inception and at March 31, 2026 had an accumulated deficit
of $
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC.
| 8 |
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of SUPA Consolidated Inc. and its wholly-owned operating subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Inventory
Inventory consists of bottled water and related supplies held inside the Company’s commercial water and ice vending machines. Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis.
Internal Use Software Development
We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.
Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over a period of five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.
Intangible Assets
Intangible assets consist primarily of customer contracts and location rights acquired in the SUPA Food Services share exchange transaction. Intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Equity Investments
In accordance with ASC 321, equity investments without readily determinable fair values are measured at cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The Company’s investment in Boumarang Inc. common stock is accounted for under this measurement alternative.
| 9 |
Fair Value of Financial Instruments
Fair value is defined 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 as of the measurement date. ASC 820, Fair Value Measurement, establishes a three-tier fair value hierarchy that prioritizes the inputs used to measure fair value:
| Level 1 — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| Level 2 — | Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). | |
| Level 3 — | Unobservable inputs which are supported by little or no market activity. |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company has no financial assets or liabilities required to be measured at fair value on a recurring basis as of March 31, 2026 or December 31, 2025. The Company’s investment in Boumarang Inc., as further described in Note 8, is accounted for under the measurement alternative permitted by ASC 321-10-35-2 (cost less impairment, adjusted for observable price changes for the identical or a similar investment of the same issuer) and is therefore not remeasured to fair value at each reporting date.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company had no assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2026 or December 31, 2025. No impairment of long-lived assets, intangible assets, or equity investments was recognized during the three months ended March 31, 2026 or the year ended December 31, 2025.
Fair Value of Financial Instruments Not Measured at Fair Value
The Company’s financial instruments not measured at fair value consist of cash, prepaid expenses, accounts payable, accrued expenses, accrued interests, due to related parties, and notes payable. The carrying amounts of cash, prepaid expenses, accounts payable, accrued expenses, and accrued interests approximate their respective fair values due to the short-term nature of these instruments. Amounts due to related parties are non-interest-bearing or accrue interest at de minimis rates and are due on demand; their carrying amounts approximate fair value, and any imputed interest is considered immaterial. With respect to notes payable, all of which are unsecured and past their original contractual maturity dates, the Company has not estimated fair value because such estimation is not practicable in the absence of observable market trading data and current refinancing terms for instruments of comparable credit standing and structure.
Transfers Between Levels
There were no transfers of financial assets or liabilities between Levels 1, 2, or 3 of the fair value hierarchy during the three months ended March 31, 2026 or the year ended December 31, 2025.
Long-lived Assets
We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
| 10 |
Revenue Recognition
At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers are predominantly short-term in nature, involving a single performance obligation related to the delivery of the service, and generally provide for transfer of control at the time payment for the service is received.
We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes, which may be collected, are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities. No such taxes have been charged or collected yet.
We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components; therefore, we have not adjusted consideration.
Debt Issued with Common Stock/Warrants
Debt and common stock issued with common stock/detachable warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record the relative fair value of debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt discount or premium is subsequently amortized to interest expense over the expected term of the debt.
Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.
Stock option grants are valued using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options.
Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests.
Income Taxes
We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.
| 11 |
We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of March 31, 2026, and 2025, we had no potentially dilutive shares.
New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands segment disclosure requirements, including new requirements for entities with a single reportable segment. The Company adopted ASU 2023-07 effective January 1, 2025, on a retrospective basis.
The Company operates as a operating and reportable segment consisting of its food technology vending operations. The Company’s Chief Executive Officer is the chief operating decision maker (the “CODM”) and evaluates performance and allocates resources based on net loss as reported in the condensed statements of operations. Significant segment expenses regularly provided to the CODM are consistent with the line items presented on the face of the condensed statements of operations, consisting of general and administrative expenses and professional fees. Segment assets are equal to the Company’s total assets as reported on the condensed balance sheets, and all operations and long-lived assets are located in the United States. The adoption of ASU 2023-07 did not have a material impact on the Company’s financial position, results of operations, or cash flows.
We have reviewed all other accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.
| 3. | Equipment, net |
Equipment, net consists of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Water and ice vending machines | $ | $ | ||||||
| Less accumulated depreciation and amortization | ||||||||
| Software and Equipment, net | $ | $ | ||||||
On June 30, 2025, SUPA Consolidated
Inc. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Nevada limited
liability company and related party. In exchange for the equity issuance, the Company acquired:
The Company’s software and equipment consists of commercial water and ice vending machines acquired through the Share Exchange Agreement with SUPA Food Services LLC on June 30, 2025. The Company began placing the machines into service during the three months ended March 31, 2026; depreciation will commence as machines are deployed at customer locations.
Depreciation and amortization
of software and equipment amounted to $
| 12 |
| 4. | Related Party Transactions |
Due to Related Parties
Amounts owed to related parties are as follows:
March 31, 2026 | December 31, 2025 | |||||||
| Spark Capital | $ | $ | ||||||
| Don Smith | ||||||||
| $ | $ | |||||||
During the three months ended
March 31, 2026, the Company received $
Accrued Expenses — Related Party
Accrued expenses to related
parties at March 31, 2026, totaled $
| 5. | Intangible Assets |
In connection with the acquisition
of water machines, the Company also acquired customer contracts, vending location rights, and licenses. These intangible assets were valued
at $
Intangible assets consisted of the following at March 31, 2026, and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Customer contracts and location rights | $ | $ | ||||||
| Less: accumulated amortization | ||||||||
| Intangible assets, net | $ | $ | ||||||
Intangible assets represent customer contracts and location rights acquired in the Share Exchange Agreement with SUPA Food Services LLC. Amortization will commence as the underlying contracts and location rights are utilized in revenue-generating activity.
| 6. | Notes Payable |
Notes payable at March 31, 2026 and December 31, 2025 consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| AJB Capital Investments, LLC 20% convertible note | $ | $ | ||||||
| AJB Capital Investments, LLC 10% supplemental note | ||||||||
| Sorensen 6% convertible promissory note | ||||||||
| Corrigan 10% promissory note | ||||||||
| Total notes payable | $ | $ | ||||||
| 13 |
Convertible Promissory Note (AJB Notes)
On November 10, 2021,
the Company entered into a Securities Purchase Agreement with AJB Capital Investments, LLC for the purchase of a Convertible
Promissory Note. Through a series of amendments and modifications, the principal balance was increased to $
The lender extended the note until June 30, 2026.
6% Convertible Promissory Note (Sorensen)
On April 28, 2023, the Company
issued a convertible promissory note to a non-related third party in the principal amount of $
10% Promissory Note (Corrigan)
On August 1, 2022, the Company
issued a promissory note to a non-related third party in the principal amount of $
| 7. | Capital Stock |
Authorized Capital
The Company is authorized to issue shares of common stock with a par value of $ per share.
Issued and Outstanding
At March 31, 2026 and December 31, 2025, there were shares of common stock issued and outstanding. There were no issuances, repurchases or other equity transactions during the three months ended March 31, 2026.
Common Stock to be Issued
At March 31, 2026 and December
31, 2025, shares of common stock with an aggregate par value of $
Warrants
In connection with the AJB
Capital Investments, LLC convertible note transaction, the Company issued the lender a warrant to purchase
| 14 |
| 8. | Investment in Boumarang Inc. |
On December 31, 2024, the
Company completed the sale of substantially all of its historical intellectual property and related intangible assets (the “Assets”)
to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement. As consideration for the Assets, the Company received
shares of Boumarang common stock (the “Boumarang Shares”), with consideration valued at $
Classification
The Company holds an ownership interest of less than 20% in Boumarang, has no representation on Boumarang’s board of directors, does not participate in Boumarang’s policy-making decisions, and has no other indicators of significant influence over Boumarang’s operating or financial policies. Accordingly, the investment does not qualify for equity-method accounting under ASC 323 and is accounted for as an equity security under ASC 321, Investments — Equity Securities.
Measurement Policy
The Boumarang Shares do not have a readily determinable fair value within the meaning of ASC 321-10-20 because Boumarang’s common stock is not currently traded on a national securities exchange or in an over-the-counter market, and observable transaction data for identical or similar securities of Boumarang sufficient to determine fair value is not available. Boumarang has filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission; however, as of the date these consolidated financial statements were available to be issued, Boumarang’s common stock was not publicly traded.
The Company has elected the measurement alternative permitted by ASC 321-10-35-2 for equity investments without readily determinable fair values. Under this alternative, the investment is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Within the fair value hierarchy of ASC 820, observable price changes (if any) and any impairment measurement would generally be classified within Level 3 because the inputs are unobservable.
Carrying Value and Activity
The carrying value of the
investment in Boumarang was $
Impairment Assessment
At each reporting date, the Company performs a qualitative assessment for impairment in accordance with ASC 321-10-35-3. Indicators considered include, among others: a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of Boumarang; significant adverse changes in the regulatory, economic, or technological environment in which Boumarang operates; significant adverse changes in the general market conditions of Boumarang’s industry or geographic area; a bona fide offer to purchase the investment, an offer by Boumarang to sell, or a completed auction process for the same or a similar investment by the same issuer for an amount less than the carrying value; and factors that raise significant concerns about Boumarang’s ability to continue as a going concern.
Based on its qualitative assessment
as of March 31, 2026, the Company concluded that no indicators of impairment existed and
| 15 |
| 9. | Discontinued Operations |
On
December 31, 2024, SUPA Consolidated Inc. completed the sale of substantially all of its intellectual property and related intangible
assets (the “Assets”) to Boumarang Inc. pursuant to an Asset Purchase Agreement. Consideration consisted of shares
of Boumarang common stock, valued at $
The divested Assets included:
U.S. Patent No. 9,984,574
U.S. Patent No. 11,217,101
All related trade secrets, customer lists, software, prototypes, applications, business names, goodwill, and other intangible property
Following the transaction, the Company discontinued its historical operations in transportation and autonomous ridesharing technology.
On December 31, 2024, the Company completed the sale of substantially all of its historical intellectual property and related intangible assets used in the ridesharing and autonomous vehicle business to Boumarang Inc. Following the closing, the Company has had no operating activity in the discontinued line of business.
There was
| 10. | Leases and Obligations |
Marysville, Washington — Mor & Mor Warehouse License
On June 6, 2025, SUPA Food Services LLC, then a related party that subsequently became a wholly-owned subsidiary on June 30, 2025, entered into a License Agreement with Mor & Mor Commercial, LLC (“Licensor”) for the right to occupy approximately 8,100 square feet of warehouse space located at 4150 152nd Street NE, Marysville, Washington (the “Premises”). The arrangement does not constitute a traditional lease under ASC 842, Leases, but instead qualifies as a license agreement, given that it does not grant SUPA control over the premises and explicitly disclaims a landlord–tenant relationship.
Key Terms of the License Agreement
| · | Commencement Date: June 9, 2025 | |
| · | Term: Month-to-month; terminable by either party with 30 days written notice. | |
| · | Monthly License Fee: $ | |
| · | Security Deposit: $ | |
| · | Use Restriction: Licensee is permitted to use the premises solely for dead storage of non-hazardous materials. |
| 16 |
Owner Termination Right: The Owner retains the right to terminate the license at any time with 30 days’ notice in the event of a new lease agreement with another party.
Per ASC 842-10-15-3, leases must convey the right to control the use of an identified asset for a period of time in exchange for consideration. This agreement, while permitting use of the premises, restricts SUPA’s rights and does not convey control of the underlying asset. Accordingly, the agreement is excluded from lease accounting guidance under ASC 842.
Irvine, California — Office Space
Effective January 2026, the Company entered into an arrangement for office space at 530 Technology Drive, Suite 100, Irvine, California, at a monthly cost of $160. The arrangement is short-term and qualifies for the short-term lease practical expedient under ASC 842; accordingly, no right-of-use asset or lease liability has been recognized.
Rent expense, including warehouse license fees,
totaled $
| 11. | Commitments and Contingencies |
Legal Proceedings
Igala Commonwealth Inc. (“Igala”) has asserted a claim against the Company that, if successful, could result in the issuance of approximately 12,800,000 shares of common stock pursuant to a previously asserted contractual right. Management, in consultation with counsel, has evaluated the claim and believes the Company has meritorious defenses. As of March 31, 2026, no liability has been accrued because the loss is neither probable nor reasonably estimable. The Company will continue to monitor the matter and adjust its disclosures and accruals if and when developments warrant.
From time to time, the Company may become subject to other legal proceedings, claims, and litigation arising in the ordinary course of business. Other than the matter described above, the Company is not currently a party to any other material legal proceedings the resolution of which would have a material adverse effect on its consolidated financial position, results of operations or cash flows.
Other Commitments
Other than the lease and license arrangements described in Note 10 and the related party arrangements described in Note 4, the Company has no other material commitments at March 31, 2026.
| 12. | Subsequent Events |
The Company has evaluated subsequent events through May 1, 2026, the date these consolidated financial statements were available to be issued, and determined that there were no material subsequent events requiring additional disclosure or adjustment to the consolidated financial statements.
| 17 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “plan,” “anticipate,” “intend,” “could,” “should,” or other comparable terms or the negative of those terms. These forward-looking statements are based on management’s current beliefs, assumptions and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ materially include, without limitation, our limited operating history in the food technology business, our need for additional capital, our ability to deploy water and ice vending machines profitably, regulatory developments, and the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company undertakes no obligation to update any forward-looking statement except as required by law.
Company Overview
SUPA Consolidated Inc., formerly known as Tribal Rides International Corp. and prior to that Xinda International Corp., is a Nevada corporation incorporated on May 19, 2014. The Company’s common stock is quoted on the OTC Markets under the symbol “SFCX.” The Company’s ticker symbol changed from “XNDA” to “SFCX” effective January 30, 2026, following FINRA’s approval of the Company’s name and symbol change.
The Company is a development-stage food technology company. Through the Share Exchange Agreement with SUPA Food Services LLC entered into on June 30, 2025, the Company acquired commercial water and ice vending machines and related customer contracts and location rights. The Company’s present business plan is focused on the deployment, servicing and monetization of these vending machines.
Discontinued Operations
On December 31, 2024, the Company completed the sale of substantially all of its historical intellectual property and related intangible assets used in its prior ridesharing and autonomous-vehicle technology business to Boumarang Inc. for total consideration of $5,000,000, payable in 2,906,977 shares of Boumarang common stock. There was no income or loss from discontinued operations during the three months ended March 31, 2026 or the three months ended March 31, 2025.
Plan of Operations
The Company’s near-term plan of operations is centered on the deployment, servicing and revenue ramp of its water and ice vending machines acquired through the SUPA Food Services share exchange. As of March 31, 2026, the Company held inventory of $14,000 representing bottled water and supplies inside its commercial vending machines, and continues to evaluate additional locations and partnership opportunities. The Company expects to fund near-term operations through advances from its majority shareholder Spark Capital Investments LLC and, as opportunities arise, third-party debt or equity financing.
Financial Condition at March 31, 2026, and December 31, 2025
At March 31, 2026, the Company had cash of $18,935 compared to $17,675 at December 31, 2025, an accumulated deficit of $3,278,291 compared to $3,092,223 at December 31, 2025, and a working capital deficit of $1,273,138 compared to $1,087,070 at December 31, 2025. The increase in accumulated deficit reflects the net loss for the three months ended March 31, 2026, of $186,068.
| 18 |
Results of Operations
Revenue.
The Company had no revenue during the three months ended March 31, 2026 or the three months ended March 31, 2025. The Company is in the development stage with respect to its food technology operations and has not yet generated revenue from its vending machine deployments.
General and Administrative Expenses.
General and administrative expenses for the three months ended March 31, 2026 totaled $170,052, as compared to $18,605 for the three months ended March 31, 2025. The increase of approximately $151,447 reflects the Company’s transition into operating activity following the SUPA Food Services share exchange and corporate name change. Significant components of G&A in the current quarter included consulting fees of $60,000 (primarily related-party consulting accruals to Spark Capital Investments LLC), legal and professional fees of approximately $70,141, rent and warehouse license fees of approximately $24,705, and accounting and audit related fees of approximately $10,750. The prior year quarter had no consulting accrual to Spark Capital, no warehouse license activity, and minimal legal expense.
Operating Loss.
As a result of the foregoing, the Company incurred an operating loss of $170,052 for the three months ended March 31, 2026, as compared to an operating loss of $18,605 for the three months ended March 31, 2025.
Other Income (Expense).
Interest expense for the three months ended March 31, 2026 was $16,016, as compared to $16,081 for the three months ended March 31, 2025. The three months ended March 31, 2025 also included a gain on write-offs of $174,350 arising from a Release and Settlement entered into in February 2025 with former officers and consultants. There was no comparable gain in the current quarter.
Net (Loss) Income.
The Company recorded a net loss of $186,068 for the three months ended March 31, 2026, as compared to net income of $139,664 for the three months ended March 31, 2025. The shift from net income to net loss is principally attributable to (i) the increase in G&A expenses described above and (ii) the absence of the non-recurring gain on write-offs that benefited the prior year quarter.
Liquidity and Capital Resources
At March 31, 2026, the Company had cash of $18,935 and total current liabilities of $1,314,173, resulting in a working capital deficit of $1,273,138. During the three months ended March 31, 2026, the Company received $139,000 in net advances from its majority shareholder Spark Capital Investments LLC and used $137,740 of cash in operating activities. The Company’s historical operations have been funded principally through advances from related parties, third-party convertible debt, and the issuance of common stock. There can be no assurance that capital will continue to be available on acceptable terms, or at all.
| 19 |
Since its inception, the Company has sustained losses and negative cash flows from operations. Management believes that the Company does not have the cash to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following the date of issuance of these financial statements. The Company had no revenues or cash flow from operations in the fiscal year ended December 31, 2025. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its food technology operations. We expect to conduct the planned operations for twelve months using currently available capital resources. Management anticipates raising significant additional capital to accomplish its growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms, such as financing and capital, that might be available.
Going Concern Considerations
As of March 31, 2026, the Company had an accumulated deficit of $3,278,291 and has not yet generated any revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2025, and 2024, expressing substantial doubt about the Company’s ability to continue as a going concern.
Our financial statements include additional disclosures outlining the factors contributing to this assessment. They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.
Management has evaluated the Company’s ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2026, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.
Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).
Critical Accounting Policies and Estimates
The Company’s critical accounting policies are described in Note 2 to the unaudited consolidated financial statements and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to the Company’s critical accounting policies during the three months ended March 31, 2026.
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 material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
| 20 |
| Item 4. | Controls and Procedures |
Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to Yessenia Hernandez, who serves as our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Ms. Hernandez evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2026. Based on that evaluation, Ms. Hernandez concluded that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of March 31, 2026. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Quarterly Report on Form 10-Q.
These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 21 |
PART II—OTHER INFORMATION
| Item 1. | Legal Proceedings |
Igala Commonwealth Inc. has asserted a claim against the Company that, if successful, could result in the issuance of approximately 12,800,000 shares of common stock pursuant to a previously asserted contractual right. Management, in consultation with counsel, has evaluated the claim and believes the Company has meritorious defenses. As of March 31, 2026, no liability has been accrued because the loss is neither probable nor reasonably estimable. The Company will continue to monitor the matter and adjust its disclosures and accruals if and when developments warrant.
Other than the matter described above, the Company is not currently a party to any other material legal proceedings the resolution of which would have a material adverse effect on its consolidated financial position, results of operations or cash flows.
| Item 1A. | Risk Factors |
As a ’smaller reporting company’ as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
There were no sales of unregistered equity securities by the Company during the three months ended March 31, 2026.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information |
Insider Trading Arrangements. During the three
months ended March 31, 2026, none of the Company’s directors or officers
| Item 6. | Exhibits |
| SEC Ref. No. | Title of Document | |
| 31.1* | Rule 13a-14(a) Certification by Principal Executive Officer | |
| 31.2* | Rule 13a-14(a) Certification by Principal Financial and Accounting Officer | |
| 32.1** | Section 1350 Certification of Principal Executive Officer | |
| 32.2** | Section 1350 Certification of Principal Financial and Accounting Officer | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* |
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
__________________
*Filed with this Report.
**Furnished with this Report.
| 22 |
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.
| SUPA CONSOLIDATED INC. | ||
| Date: May 1, 2026 | By: | /s/ Yessenia Hernandez |
|
Yessenia Hernandez, Chief Executive Officer (Principal Executive Officer) | ||
| 23 |