SFCX 10-K
SUPA Consolidated Inc. (SFCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from __________ to __________
Commission File Number:
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Securities registered pursuant to Section 12(b) of the Act:
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| OTC MARKETS |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.00001
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seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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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. (Check one)
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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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.
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The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of the last business day of its most recently completed second fiscal quarter,
based upon the price at which the common equity was last sold, was $
As of March 24, 2026, there were shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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Forward-Looking Statements
The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning possible or assumed future operations, business strategies, the need for financing, competitive position, potential growth opportunities, the ability to retain and recruit personnel, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Factors that may cause differences between actual results and those contemplated by forward-looking statements may include, but are not limited to, the following:
| · | general market and economic conditions; | |
| · |
our ability to acquire customers; our ability to raise sufficient capital | |
| · | our ability to meet the volume and service requirements of our customers; | |
| · | industry consolidation, including acquisitions by us or our competitors; | |
| · | success in developing new products; | |
| · | timing of our new product introductions; | |
| · | new product introductions by competitors; | |
| · | the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution; | |
| · | product pricing, including the impact of currency exchange rates; | |
| · | effectiveness of sales and marketing resources and strategies; | |
| · | adequate manufacturing capacity and supply of components and materials; | |
| · | strategic relationships with suppliers; | |
| · | product quality and performance; | |
| · | protection of our products and brands by effective use of intellectual property laws; | |
| · | the financial strength of our competitors; | |
| · | the outcome of any future litigation or commercial dispute; | |
| · | barriers to entry imposed by competitors with significant market power in new markets; and | |
| · | government actions throughout the world. |
Although the forward-looking statements in this Annual Report on Form 10-K (the “Annual Report”) are based on our beliefs, assumptions, and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements, or outcomes. No assurance can be made by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to update this Annual Report or otherwise make public statements updating our forward-looking statements.
Introductory Comment
Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to SUPA Consolidated Inc., formerly known as Tribal Rides International Corp., a Nevada corporation.
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PART I
| ITEM 1. | 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, we changed our name to “Xinda International Corp.” On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”
From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.
On December 31, 2024, we completed the sale of substantially all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K filed with the SEC on January 6, 2025, for further details.
This transaction represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology (“food tech”) sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.
We intend to realign our corporate strategy and resources toward identifying, developing, and acquiring food technology businesses and assets. We believe the food tech industry presents significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions. The Company is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector.
Until we complete this transition, we are considered to be in the development stage with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.
Recent Developments
On February 3, 2025, Joseph Grimes sold 20,000,000 shares of the Company’s common stock (approximately 50% of the then-outstanding shares) to Spark Capital Investments, LLC, and subsequently resigned as Chief Executive Officer. On February 6, 2025, Messrs. Grimes, Prasad, and Ritacco resigned from the Board of Directors; Mr. Ritacco also resigned as Chief Technology Officer.
In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board on February 6, 2025.
On June 2, 2025, the Board dismissed Olayinka Oyebola & Co. due to its “Prohibited Service Provider” status with OTC Markets Group and engaged Lao Professionals as the Company’s new independent registered public accounting firm. The Company reported no disagreements with the former auditor.
On June 30, 2025, SUPA Consolidated Inc. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices, and assumed a related party loan obligation of $121,200, previously incurred by SUPA. The acquired vending machines have been capitalized as property, plant, and equipment, while the excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.
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On September 22, 2025, the Board of Directors of the Company and two stockholders holding an aggregate of 270,000,000 shares of common stock issued and outstanding as of September 22, 2025, have approved and consented in writing in lieu of a special meeting of the Board of Directors and a special meeting of the stockholders to the following action:
The approval of an Amendment to our Articles of Incorporation to change the name of our company to SUPA Consolidated Inc. Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Nevada Revised Statutes (“NRS”) and the Company’s Articles of Incorporation and Bylaws to approve the actions.
A Certificate of Amendment was filed with the Nevada Secretary of State on October 9, 2025. On October 21, 2025, the state of Nevada approved the name change. We filed an application with the Financial Industry Regulatory Authority (“FINRA”) to change our name and our ticker symbol. Accordingly, the actions will not be submitted to the other stockholders of Tribal for a vote.
On November 05, 2025, Adam Clode and John McMullen resigned as the CEO and the Director of the Company, respectively. Adam Clode continues as the Director of the Company.
On November 05, 2025, SUPA Consolidated Inc., a Nevada Corporation (the “Company”), appointed the following officers and directors:
Yessenia Hernandez, age 37, Chief Executive Officer and Executive Director: Ms. Hernandez originally joined Supa Food’s executive leadership team in 2023 as Chief Marketing Officer, bringing more than ten years of experience in fast-moving consumer goods (FMCG) brand management, marketing, and product development. Her career spans leadership positions in both the United States and South America, with a focus on building transformational and sustainable food systems.
Hunter Gaylor, Director, age 35: Mr. Gaylor is an internationally recognized executive and the founder and Managing Partner of SpencerPruitt, a multinational holding company and investment fund operating across technology, defense, aviation, hospitality, and government sectors. He brings extensive experience in structuring and executing complex corporate transactions in industries including aviation, technology, media, insurance, and commercial hospitality.
On January 29, 2026, the Financial Industry Regulatory Authority (“FINRA”) announced the approval of a corporate action for the Company, effective January 30, 2026. Effective January 30, 2026, the Company’s corporate name was changed from Xinda International Corp. to SUPA Consolidated Inc., and its OTC trading symbol was changed from “XNDA” to “SFCX.” The Company’s CUSIP number (98421H107) remained unchanged. Previously, the Company had not filed the name change from Xinda International Corp. to Tribal Rides International Corp. with FINRA.
Intellectual Property
All patents, trade secrets, software, and intangible assets (“Assets”) were sold to Boumarang Inc. on December 31, 2024.
The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000.
Board Of Directors
As of the date of this filing, the Company had four (4) directors.
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Employees
As of December 31, 2025, we had no full-time employees. All activities are conducted through our directors, officers, and third-party consultants. Subcontractors are currently accomplishing all work.
Corporate Information
The Company’s principal office is 530 Technology Dr Suite 100, Irvine, CA 92618. Our telephone number is (844) 787-2720.
As of the date of this report, our common stock is traded on the OTC Markets under the trading symbol SFCX.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had:
· Cash of $17,675
· Working capital deficit of $1,087,070
· Accumulated deficit of $3,092,223
· No revenue generated in fiscal year 2025 or fiscal year 2024
· Current liabilities of $1,112,845 that significantly exceed current assets of $25,775
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued or available to be issued.
Management’s plans to address these matters include:
1. Raising additional capital through equity or debt financing from third-party investors or lenders
2. Generating revenue and positive cash flows from the Company’s Equity investment — Boumarang Inc. and related business operations
3. Obtaining continued financial support from related parties, including SUPA Food Services LLC
4. Implementing cost reduction measures to reduce operating expenses and extend the Company’s cash runway
However, there can be no assurance that the Company will be successful in accomplishing any or all of these plans. The Company’s ability to continue as a going concern is dependent upon its ability to obtain necessary financing to meet its obligations and repay its liabilities when they become due and to generate profitable operations in the future.
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Rounding Error
Due to rounding, numbers presented in the financial statements for the period ending December 31, 2025, and 2024, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.
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| ITEM 1A. | RISK FACTORS. |
Not applicable to “smaller reporting companies.”
| ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
None.
| ITEM 1C. | CYBERSECURITY. |
The Company recognizes that cybersecurity risks present a dynamic and evolving challenge. We are committed to safeguarding our systems, networks, and data from unauthorized access, disruption, or damage that could adversely affect our operations, customers, or stakeholders.
| · | Continuous Monitoring: Ongoing monitoring of our networks and systems for vulnerabilities, intrusions, and other malicious activity; | |
| · | ||
| · | Employee Awareness and Training: Regular training programs to enhance employee awareness of phishing, data security, and incident response protocols; | |
| · | Incident Response and Recovery: A documented cybersecurity incident response plan addressing identification, containment, remediation, recovery, and notification procedures. |
We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework.
Impact of Cybersecurity Risks on Business
Board Oversight:
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Management Oversight:
| ITEM 2. | PROPERTIES. |
Our current corporate offices are located at 530 Technology Drive, Suite 100, Irvine, CA 92618. We have entered into a month-to-month lease agreement for our corporate offices at no cost. Our telephone number is (844) 787-2720.
| ITEM 3. | LEGAL PROCEEDINGS. |
Igala Commonwealth Limited Litigation
On January 20, 2026, Igala Commonwealth Limited, a Marshall Islands corporation (“Igala”), filed a complaint against the Company in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2026CH00558). The Company was served with the complaint on January 23, 2026.
The lawsuit arises from a consulting agreement (the “Agreement”) dated March 2, 2023, between Igala and XINDA International Corp., the Company’s predecessor name. Under the Agreement, Igala purportedly agreed to provide web development and marketing services in exchange for 800,000 shares of the Company’s restricted common stock, valued at $0.10 per share ($80,000 total). The Company issued 800,000 shares to Igala in March 2023. Igala seeks an order requiring the Company to issue an additional 12,800,000 shares of common stock pursuant to certain liquidated damages provisions in the Agreement. Igala alleges that various “adverse events” occurred—including changes to the Company’s OTC Markets listing status and delinquent regulatory filings—that allegedly trigger obligations under the Agreement to issue additional shares. Igala values the demanded shares at $3,072,000 based on an alleged current share price of $0.24 per share.
The Company believes the claims asserted in the complaint are without merit and intends to defend the lawsuit vigorously. On February 23, 2026, the Company filed a motion to dismiss Counts I and II pursuant to 735 ILCS 5/2-615(a), arguing that:
| (1) | The liquidated damages provisions upon which Igala bases its claims constitute unenforceable penalty clauses under Illinois law, as the demanded amount ($3,072,000) bears no reasonable relationship to any actual damages and represents a 3,840% increase over the original $80,000 contract value; and |
| (2) | Igala has failed to allege that it provided any consideration or performed any additional services to earn the additional 12,800,000 shares beyond the original 800,000 shares for which it contracted and which were already issued. |
The Company filed a motion to dismiss on February 23, 2026. Briefing is ongoing, with a status hearing scheduled for April 22, 2026, and oral argument not anticipated before late May 2026. If the court denies the motion to dismiss, the Company intends to file an answer asserting affirmative defenses and may assert counterclaims against Igala.
Forza 2 LLC — Pre-Litigation Demand
On October 28, 2025, counsel for Forza 2 LLC and its owner issued a written demand letter asserting claims against Snacks Co., LLC, and two other individuals arising from an alleged transaction involving approximately 600 vending machines and the issuance of XNDA shares. The Company is not a named party. The aggregate amount demanded is stated to be not less than approximately $655,000, exclusive of potential punitive damages. As of the date of this filing, no formal proceeding has been filed, and the matter remains in the pre-litigation stage. The Company is monitoring the matter in connection with its ongoing acquisition due-diligence activities involving entities referenced in the demand.
We are currently not aware of any other legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time, which could harm our business.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
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PART II
| ITEM 5. | MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Our common stock is quoted on the OTC MARKETS (OTCID Basic Market) under the symbol “SFCX.” The table below presents, for the specified periods, the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.
| Quarter | High | Low | ||||||||
| FISCAL YEAR ENDING DECEMBER 31, 2025 | First | $ | 0.0004 | $ | 0.2500 | |||||
| Second | 0.0005 | 0.1000 | ||||||||
| Third | 0.0002 | 0.2420 | ||||||||
| Fourth | 0.0439 | 0.5000 | ||||||||
| Quarter | High | Low | ||||||||
| FISCAL YEAR ENDING DECEMBER 31, 2024 | First | $ | 0.0200 | $ | 0.0001 | |||||
| Second | 0.0004 | 0.0004 | ||||||||
| Third | 0.0004 | 0.0004 | ||||||||
| Fourth | 0.0004 | 0.0004 | ||||||||
____________________
(1) The first trade of our Common Stock did not occur until January 1, 2021.
Our common stock is considered a penny stock under the rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document that describes risks associated with these stocks, broker-dealers’ duties, customers’ rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on their financial situation, investment experience, and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent from each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, decrease the liquidity of the stock, and increase the transaction costs of sales and purchases of these stocks compared to other securities.
Transfer Agent
We have appointed Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Parkway, Atlantic Highlands, NJ 07716, to act as transfer agent for the common stock.
Holders
As of the close of business on March 24, 2026, we had approximately 30 holders of our common stock. The number of record holders was determined from our transfer agent’s records and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have never declared a cash dividend on our common stock, and our Board of Directors does not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will depend on our financial condition, operating results, capital requirements, restrictions contained in our agreements, and other factors that our Board of Directors deems relevant.
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Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by security holders | – | $ | – | 2,200,000 | ||||||||
| Equity compensation plans not approved by security holders | N/A | (1)(2) | $ | N/A | N/A | (3) | ||||||
| Total | – | $ | 0.72 | 2,200,000 | ||||||||
| (1) | Effective June 20, 2020, the Company granted options to purchase an aggregate of 300,000 shares of the Company’s Common Stock, exercisable at $0.01 per share, with 100,000 options awarded to each of Messrs. Grimes, Prasad, and Ritacco. |
| (2) | On November 10, 2021, the Company issued warrants to purchase up to 750,000 shares of the Company’s Common Stock, exercisable at $1.00 per share to AJB Capital Investments, LLC, pursuant to the Securities Purchase Agreement dated November 10, 2021. |
| (3) | Effective June 20, 2020, the Company approved and authorized the 2020 Stock Incentive Plan (the “Plan”), which authorized 2,500,000 shares of the Company’s Common Stock for future issuances under the Plan. |
2020 Stock Incentive Plan
Effective June 20, 2020, the Board of Directors adopted the Plan. The purposes of the Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers, directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in the success and increased value of our Company.
Our board of directors administers the Plan; however, the board may designate a committee consisting of at least two independent directors to administer the Plan. Only employees of our Company or an “Affiliated Company”, as defined in the Plan (including members of the board of directors if they are employees of our Company or an Affiliated Company), are eligible to receive incentive stock options under the Plan. Employees of our Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company), and “Service Providers”, as defined in the Plan, are eligible to receive non-qualified options, restricted stock units, and stock appreciation rights under the Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.
No option awards may be exercised more than ten years after the date they are granted. In the event of termination of employment for cause, the options terminate on the date of termination of employment. In the event of termination of employment for disability or death, the optionee or administrator of the optionee’s estate or transferee has six months following the date of termination to exercise options received at the time of disability or death. In the event of termination for any reason other than cause, disability, or death, the optionee has 30 days to exercise their options.
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The Plan will remain in effect until all available stock for grant or issuance has been acquired through the exercise of options or the grant of shares, or until ten years after its adoption, whichever is earlier. Awards under the Plan may also be accelerated in the event of certain corporate transactions such as a merger, consolidation, or the sale, transfer, or other disposition of all or substantially all our assets.
There are 2,500,000 shares authorized for issuance under the Plan. As of December 31, 2025, the Board had granted options to purchase 300,000 shares of Common Stock and warrants to purchase 750,000 shares, leaving 2,200,000 shares available for future issuance.
As of December 31, 2025, there are no stock options outstanding under the Plan.
Stock Options
We have issued options to purchase 300,000 shares of our common stock, as described herein.
Recent Sales of Unregistered Securities
All of the Company’s recent sales of unregistered securities within the past three years were previously reported as required in Quarterly Reports on Form 10-Q, and current reports on Form 10-K filed August 29, 2025.
| ITEM 6. | SELECTED FINANCIAL DATA. |
The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements. Historical results may not be indicative of future performance. Our forward-looking statements reflect our current views about future events; they are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
Company Overview
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, we changed our name to “Xinda International Corp.” On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”
From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.
On December 31, 2024, we completed the sale of substantially all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K filed with the SEC on January 6, 2025, for further details.
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On June 30, 2025, SUPA Consolidated Inc. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices, and assumed a related party loan obligation of $121,200, previously incurred by SUPA. The acquired vending machines have been capitalized as property, plant, and equipment, while the excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.
Discontinued Operations
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. for consideration valued at $5,000,000, consisting of 2,906,977 shares of Boumarang common stock. The Assets included U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, trade secrets, prototypes, software, applications, customer lists, business names, goodwill, and other intangible property.
As a result of this transaction, the Company has discontinued its historical business of developing transportation and autonomous ridesharing technologies. Beginning with this Annual Report on Form 10-K for the year ended December 31, 2024, the results of operations related to the disposed transportation business are presented as discontinued operations in the consolidated financial statements and accompanying notes, in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
The discontinued operations had no revenue in 2024 or 2023. Loss from discontinued operations was $88,196 and $137,791 for the years ended December 31, 2024, and 2023, respectively. These amounts are reflected in the “Loss from discontinued operations” line in our consolidated statements of operations. No further results from this business will be recognized following the completion of the sale.
Current Business Direction
Effective December 31, 2024, represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology (“food tech”) sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.
Plan of Operations
We intend to realign our corporate strategy and resources to focus on identifying, developing, and acquiring food technology businesses and assets. We believe the food tech industry presents significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions. The Company is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector.
Until we complete this transition, we will be considered to be in the development stage, with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.
Financial Conditions at December 31, 2025, and December 31, 2024
At December 31, 2025, and December 31, 2024, we had $17,675 and $0 cash on hand to execute our business plan. We reported accumulated deficits of $3,092,223 and $2,799,154, respectively, and working capital deficits of $1,087,070 and $797,001, respectively.
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Results Operations
We generated no revenue during the fiscal years ended December 31, 2025, and 2024.
For the year ended December 31, 2025, we recorded a net loss of $293,069 compared to net income of $52,842 for the year ended December 31, 2024.
The net income in fiscal 2024 primarily resulted from one-time non-cash gains on the extinguishment of derivative liabilities and debt modifications.
Total operating expenses were $406,982 for the year ended December 31, 2025, compared to $88,196 for the year ended December 31, 2024. The increase reflects higher legal, professional, accounting, and rental expenses incurred as the Company transitioned its business operations and maintained its public reporting obligations.
Included in general and administrative expenses for 2025 is $180,000 in management and consulting services provided by Spark Capital Investments, LLC, a related party controlled by Imran Firoz, the Company's majority shareholder. The Company engaged Spark Capital for these services beginning in April 2025 at a rate of $20,000 per month. As of December 31, 2025, the full $180,000 has been accrued and is included in accrued expenses on the balance sheet. No amounts were paid in cash during the year. This obligation is separate from the $238,200 loan balance disclosed above and is not included in the Due to Related Parties schedule; it does not include $39,000 owed to the former CFO of the Company. See Note 5 for further discussion of related party transactions.
As disclosed in Note 11 to the financial statements, on December 31, 2024, we sold all of our historical intellectual property assets substantially to Boumarang Inc. for consideration valued at $5.0 million. This transaction is reflected as discontinued operations in our consolidated financial statements. Following the sale, we ceased development of our ridesharing and autonomous vehicle platform.
Liquidity and Capital Resources
As of December 31, 2025, we had cash of $17,675 compared to $0 at December 31, 2024. While cash increased by $17,675 during the year, our liquidity position remains severely constrained. We had current liabilities of $1,112,845 at December 31, 2025, resulting in a working capital deficit of $1,087,070.
Our current cash balance is insufficient to meet our short-term obligations. We do not have sufficient liquidity to fund our operations for the next twelve months without raising additional capital or generating revenue from our operations.
Historical Sources of Liquidity
During the year ended December 31, 2025, our primary sources of cash were:
· Advances from Spark Capital Investments LLC, a related party controlled by Imran Firoz, our majority shareholder, totaling $238,200 in 2025.
Historical Uses of Cash
Our primary uses of cash during 2025 were:
· Operating expenses: $406,982
Short-Term Liquidity Needs (Next 12 Months)
Based on our current operating plan, we estimate we will require approximately $750,000 over the next twelve months to fund:
· General and administrative expenses: $390,000
· Service of debt (interest on notes payable): $210,000
· Other operating costs: $150,000
We currently do not have sufficient cash on hand to meet these requirements.
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Plans to Address Liquidity Needs
To address our short-term liquidity needs, we plan to pursue the following:
1. Equity or Debt Financing: We plan to seek equity or debt financing from third-party investors or lenders. However, there can be no assurance that we will be successful in raising capital on acceptable terms, if at all. Our ability to raise capital may be limited by our current financial condition, lack of revenue, and market conditions for companies in our industry.
2. Revenue Generation: We are working to generate revenue from our acquisition strategy and related business operations. However, we cannot predict when, or if, this strategy will begin generating positive cash flows.
3. Related Party Support: We have relied on and expect to continue relying on advances from Spark Capital Investments LLC, our related party. As of December 31, 2025, we owed $238,200 to this related party. While this related party has provided support in the past, these advances are due on demand, and there is no formal commitment for continued support. We cannot guarantee that continued support will be available.
4. Cost Reduction: We are evaluating opportunities to reduce our operating expenses. However, as a public company, we incur certain minimum costs for legal, accounting, audit, and compliance that cannot be eliminated.
Long-Term Capital Needs
Beyond the next twelve months, we will require significant additional capital to:
· Fund continued operations until we achieve profitability
· Support the growth of our business operations
· Service our existing debt obligations when they mature
We have not yet determined the amount of additional capital that will be required. Our long-term capital needs will depend on numerous factors, including the monetization of our equity investment in Boumarang Inc., our ability to generate revenue from our commercial vending operations, the level of operating expenses, and prevailing market and financing conditions.
Going Concern Considerations
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2025, the Company had:
· Cash of $17,675
· Working capital deficit of $1,087,070
· Accumulated deficit of $3,092,223
· No revenue generated in fiscal year 2025 or fiscal year 2024
· Current liabilities of $1,112,845 that significantly exceed current assets of $25,775
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued or available to be issued.
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Management’s plans to address these matters include:
1. Raising additional capital through equity or debt financing from third-party investors or lenders
2. Generating revenue and positive cash flows from the Company’s Equity investment — Boumarang Inc. and related business operations
3. Obtaining continued financial support from related parties, including SUPA Food Services LLC
4. Implementing cost reduction measures to reduce operating expenses and extend the Company’s cash runway
However, there can be no assurance that the Company will be successful in accomplishing any or all of these plans. The Company’s ability to continue as a going concern is dependent upon its ability to obtain necessary financing to meet its obligations and repay its liabilities when they become due and to generate profitable operations in the future.
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
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 following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
Use of Estimates and Assumptions
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 as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates.
Intellectual Property
All patents, trade secrets, software, and intangible assets were sold to Boumarang Inc. on December 31, 2024.
The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000.
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 their carrying amount or fair value, less the cost to sell.
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Common Stock Issued for Services
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.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments expand segment disclosure requirements, including for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 effective January 1, 2024. The Company operates as a single reportable segment, and its chief operating decision maker reviews consolidated financial results and allocates resources on a consolidated basis. All required disclosures are presented on a consolidated basis throughout these financial statements. Adoption did not have a material impact on the Company's financial statements beyond these disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require tabular disclosure of both dollar amounts and percentages in the effective tax rate reconciliation and disaggregated disclosure of income taxes paid by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025. The required rate reconciliation and income taxes paid disclosures are presented in Note 10. Adoption did not have a material impact on the Company's financial statements beyond these disclosures.
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.
Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies include:
| 1. | an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002; | |
| 2. | an exemption from the adoption of new or revised financial accounting standards until they apply to private companies; | |
| 3. | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and | |
| 4. | reduced disclosure about our executive compensation arrangements. |
We have elected to take advantage of the exemption from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
As a “smaller reporting company,” we are not required to furnish information under this Item 7A.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA. |
The financial statements and supplementary data required by this item are included following the signature page of this Annual Report.
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
On February 07, 2024, we dismissed our independent registered public accounting firm, TAAD LLP, effective immediately. The board approved the dismissal of directors. On February 07, 2024, we engaged Olayinka Oyebola & Co (OO) as our independent registered public accountant effective immediately. The board approved the engagement of directors.
In June 2025, the Board dismissed Olayinka Oyebola & Co. due to its “Prohibited Service Provider” status with OTC Markets Group and engaged Lao Professionals as the Company’s new independent registered public accounting firm. The Company reported no disagreements with the former auditor.
| ITEM 9A. | 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 periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Yessenia Hernandez who serves as our principal executive officer, and our Chief Financial Officer and our principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Mrs. Hernandez evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of December 31, 2025. Based on their evaluation, Mrs. 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 December 31, 2025. 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 Annual Report.
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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial reporting may not be effective in preventing or detecting misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based upon the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
During its evaluation, management identified certain matters related to internal control and its operation that we consider to be significant deficiencies or material weaknesses under the standards of the Public Company Accounting Oversight Board (“PCAOB”). A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.
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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We identified deficiencies related to a lack of segregation of duties, inadequate governance and oversight, and insufficient internal control documentation, which we believe constitute material weaknesses.
Due to these material weaknesses, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, based on the criteria described in the Internal Control – Integrated Framework (2013) issued by COSO.
Remediation of the Material Weakness
We are evaluating the material weaknesses and developing a remediation plan to strengthen our overall internal control over financial reporting. The remediation plan will include the creation and adoption of a formal policy manual that specifically addresses financial controls.
We are committed to maintaining a strong internal control environment, and we believe that these remediation efforts will represent significant improvements in our controls. Some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps outlined above are fully implemented and tested, the material weakness described above will remain in effect.
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 December 31, 2025, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting materially.
Important Considerations
The effectiveness of our disclosure controls and procedures, as well as our internal control over financial reporting, is subject to various inherent limitations, including cost limitations, judgments used in decision-making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known to the appropriate levels of management in a timely manner.
| ITEM 9B. | OTHER INFORMATION. |
During the quarter
ended December 31, 2025, no director or officer of the Company
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
Not applicable to the Company.
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PART III
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Current Management
The following table sets forth information concerning our executive officers and directors:
| Name | Position | Director Since | Age | ||||
| Executive Officers and Directors | |||||||
| Yessenia Hernandez | Chief Executive Officer and Director | November 5, 2025 | 37 | ||||
| Hunter Gaylor | Director | November 6, 2025 | 35 | ||||
| Adam Clode | Director | February 6, 2025 | 45 | ||||
| Candice Beaumont | Director | February 6, 2025 | 51 | ||||
Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.
On February 6, 2025, Messrs. Grimes, Prasad, and Ritacco resigned from the Board of Directors; Mr. Grimes resigned as the Chief Executive Officer. Mr. Ritacco also resigned as Chief Technology Officer. In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board in February 2025.
On November 05, 2025, Adam Clode and John McMullen resigned as the CEO and the Director of the Company, respectively. Adam Clode continues as the Director of the Company.
On November 05, 2025, SUPA Consolidated Inc., a Nevada Corporation (the “Company”), appointed the following officers and directors:
| · | Yessenia Hernandez, Chief Executive Officer and Director |
| · | Hunter Gaylor, Director |
Business Experience of Executive Officers and Directors
The principal occupation and business experience during the past five years for our executive officers and directors is as follows:
Yessenia Hernandez, age 37: Ms. Hernandez has been serving the Company as its Chief Executive Officer since November 2025. Ms. Hernandez originally joined Supa Food Services LLC’s (SUPA Food) executive leadership team in 2023 as Chief Marketing Officer, bringing more than ten years of experience in fast-moving consumer goods (FMCG) brand management, marketing, and product development. Her career spans leadership positions in both the United States and South America, with a focus on building transformational and sustainable food systems.
At Supa Food, Ms. Hernandez led the design and implementation of the Company’s traceable-sourcing platform, an initiative providing end-to-end visibility into product origin and supply-chain practices. This program enhances transparency for consumers and verifies adherence to ethical, environmental, and fair-labor standards across Supa Food’s portfolio. In March 2025, Ms. Hernandez founded Mater/AQUA, a California-based nonprofit organization dedicated to reducing and eliminating plastic pollution by promoting reusable alternatives and circular-economy practices within the food and beverage industry.
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Ms. Hernandez earned a bachelor’s degree in political science and government (Ciencias Políticas y Gobierno) from Universidad EAFIT in 2014.
The Board believes Ms. Hernandez is qualified to serve as a director based on her extensive experience in the food and consumer goods sector, including brand management, marketing, and supply chain operations directly relevant to the Company’s business. Her demonstrated expertise in developing operational systems and international business experience across North and South American markets provides valuable strategic insight for the Company’s expansion initiatives. Ms. Hernandez’s focus on sustainability, transparency, and environmental responsibility, including founding a nonprofit focused on circular economy practices, enhances the Board’s oversight of environmental, social, and governance (ESG) matters increasingly important to stakeholders and regulatory compliance.
Hunter Gaylor, Director, age 35: (1) Mr. Gaylor has been serving the Company as its Director since November 2025. Mr. Gaylor is an internationally recognized executive and the founder and Managing Partner of SpencerPruitt, a multinational holding company and investment fund operating across technology, defense, aviation, hospitality, and government sectors. He brings extensive experience in structuring and executing complex corporate transactions in industries including aviation, technology, media, insurance, and commercial hospitality.
Since May 2021, Mr. Gaylor has also served in an international advisory capacity at Wall Street Capital Partners, a financial consultancy firm that has raised over $1 billion in capital and specializes in high-growth strategies, mergers, and acquisitions for global clients. In this role, he focuses on international relations and strategic development initiatives.
Mr. Gaylor is frequently featured as a contributor on media outlets such as Fox Business, Newsmax, and Bloomberg, where he offers commentary on capital markets, international policy, and corporate strategy. He has been entrusted to advise ultra-high-net-worth individuals, sovereign clients, government agencies, and VVIPs on cross-border negotiations, market entry, and investment structuring.
The Board believes Mr. Gaylor is qualified to serve as a director based on his extensive experience in structuring complex corporate transactions across multiple industries, including aviation, technology, and hospitality sectors relevant to the Company’s operations. His track record in advising on mergers, acquisitions, and capital formation strategies, including experience with transactions exceeding $1 billion, provides valuable expertise for the Company’s growth and financing initiatives. Mr. Gaylor’s international business experience and relationships with institutional investors, government entities, and high-net-worth individuals enhance the Board’s ability to identify strategic opportunities and access capital markets globally.
Adam Clode, age 45: Mr. Clode has served as Chief Executive Officer and director of the Company from February 2025 to November 2025. He remains as the Director of the Company. From June 2016 to December 2020, he served as Chief Executive Officer of RotoGro, overseeing global operations with responsibilities that included project delivery, corporate finance, licensing and regulatory matters, mergers and acquisitions, and investor relations.
Mr. Clode holds a Master of International Business (MIBA) from the University of Southern Queensland (2018), a Master of Project Management from the University of Southern Queensland (2009, with Distinction), and a Bachelor of Engineering in Civil Engineering (Honors) from the University of Western Australia (2003, with Honors).
The Board believes Mr. Clode is qualified to serve as Chief Executive Officer and director based on his demonstrated leadership experience as CEO of RotoGro, where he successfully managed global operations, corporate finance, mergers and acquisitions, and investor relations in an international business environment. His advanced academic credentials, including dual master’s degrees in international business and project management, combined with his engineering background, provide the strategic, operational, and technical expertise necessary to execute the Company’s business strategy. Mr. Clode’s experience in licensing, regulatory compliance, and capital markets positions him to effectively navigate the Company’s growth initiatives and stakeholder relationships.
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Candice Beaumont (1), age 51: Ms. Beaumont has served as a director of the Company since February 2025. She is currently the Chairman of Salsano Group (since February 2016), a global holding company and conglomerate with significant private equity and venture capital interests, including equity stakes in over 100 companies across various sectors, including real estate, luxury goods, consumer, technology, and media.
Since July 2003, Ms. Beaumont has also served as Chief Investment Officer of L Investments, a single-family office with an endowment-style portfolio consisting of fixed income, public and private equity, and direct investments across all sectors. She oversees capital allocation decisions, acquisitions, risk management, and strategic investments, and serves as Chairperson of the Investment Committee.
She currently serves on the Board of Directors of Clean Earth Acquisitions Corp. (NASDAQ: CLIN), a special purpose acquisition company (since July 2021), and as an Advisor to Athena Technology Acquisition Corp. (SPAC) (since November 2020).
Ms. Beaumont completed executive education in Global Leadership & Public Policy for the 21st Century at the Harvard Kennedy School in 2015. She earned a Bachelor of Business Administration in International Finance & Marketing from the University of Miami Herbert Business School, graduating first in her class, and she also studied at Rice University. She was captain of the University of Miami Varsity Tennis team, earning Academic All-American honors, and is a former world-ranked professional tennis player.
The Board believes Ms. Beaumont is qualified to serve as a director based on her extensive experience in private equity and venture capital, including her role as Chairman of Salsano Group, which holds equity stakes in over 100 companies across multiple sectors, and as Chief Investment Officer of L Investments, where she oversees capital allocation, strategic investments, and risk management for a diversified endowment-style portfolio. Her public company board experience, including service on the board of a NASDAQ-listed special purpose acquisition company, provides valuable insight into corporate governance, regulatory compliance, and capital markets. Ms. Beaumont’s background in strategic acquisitions, global asset allocation, and investment committee leadership enhances the Board’s oversight of the Company’s financial strategy, growth opportunities, and shareholder value creation.
John McMullen: Mr. McMullen had served as a director of the Company from February 2025 to November 2025. He is currently Vice President of Operations at Vinanz Ltd. (since January 2025) and Vice President of Operations at The London Bitcoin Company (since January 2025), where he oversees operational strategy and business development in the digital asset sector.
Since April 2016, Mr. McMulen has also served as Chief Executive Officer of Cl3ar, Inc., a technology company based in Toronto, Ontario. From October 2023 to September 2024, he was Chief Information Officer at brandXchange, where he directed technology integration and business operations.
Mr. McMulen holds a Bachelor of Arts in Political Science and Government, with a concentration in Business, from Western University in Canada.
Family Relationships
There are no family relationships between any of our directors and executive officers.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent,” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”
We have not yet established any committees of the Board of Directors. Our Board of Directors may establish an executive committee and one or more additional committees, composed of its members, in the future. We do not have a nominating committee or a charter for the nominating committee. Furthermore, we do not have a policy regarding the consideration of director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. The entire Board of Directors performs all functions that committees would otherwise perform. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.
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Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the registered class of the Company’s equity securities to file with the Commission reports regarding initial ownership and changes in ownership. Directors, executive officers, and greater than 10% stockholders are required by the Commission to furnish the Company with copies of all Section 16(a) forms they file.
Code of Ethics
We have not adopted the Code of Ethics. We have had minimal operations and business, generated no revenues, and have a limited management team, comprising one sole executive officer. Due to this, we believe that the adoption of a Code of Ethics would not serve its primary purpose in providing a standard of conduct, as the development, execution, and enforcement of such a code would be carried out by the same persons and only those to whom the code applies. At such time as we commence more significant business operations, the current officers and directors will recommend that such a code be adopted.
| ITEM 11. | EXECUTIVE COMPENSATION. |
The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities to our company and its subsidiaries for the years ended December 31, 2025, and 2024.
Summary Compensation Table
| Name and principal position | Year |
Salary ($) |
Stock Awards ($) |
Total ($) | ||||
| Yessenia Hernandez, Chief Executive Officer | 2025 | 10,000 | – | 10,000 | ||||
| 2024 | – | – | – | |||||
| Joseph Grimes, Chief Executive Officer (1) | 2025 | – | – | – | ||||
| 2024 | – | – | – | |||||
| Don Smith, Chief Financial Officer (1) | 2025 | – | – | – | ||||
| 2024 | – | – | – | |||||
| Steven Ritacco, Chief Technology Officer (1) | 2025 | – | – | – | ||||
| 2024 | – | – | – |
| (1) | On February 6, 2025, Messrs. Grimes and Ritacco resigned from the Board of Directors; Mr. Grimes resigned as the Chief Executive Officer. Mr. Ritacco also resigned as Chief Technology Officer. |
Director Compensation
During the year ended December 31, 2025, there was no compensation awarded to, earned by, or paid to our directors who are not named executive officers for all services rendered in their capacities to our Company.
Insider Trading
The Company has
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Granting of Equity Awards Close in Time to the Release of Material Nonpublic Information
During the fiscal year ended December 31, 2025, the Company did not grant any equity awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed MNPI. The Company has not timed the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
The tabular disclosure required by Item 402(x)(2) of Regulation S-K is omitted because no awards subject to that disclosure requirement were granted during the last completed fiscal year.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS. |
The following table and footnotes thereto sets forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of December 31, 2025. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 290,835,500 shares of common stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless otherwise indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following tables is 530 Technology Drive, Suite 100, Irvine, CA.
| Name and address of beneficial owner | Amount and Nature of Beneficial Ownership(1) |
Percent of Class(1) |
||||
| Named Executive Officers and Directors | 0.00% | |||||
| Yessenia Hernandez | – | 0.00% | ||||
| Hunter Gaylor | – | 0.00% | ||||
| Adam Clode | – | 0.00% | ||||
| Candice Beaumont | – | 0.00% | ||||
| John McMullen | – | 0.00% | ||||
| Joseph Grimes (2) | 100,000 | *% | ||||
| Sanjay Prasad | 1,500,000 | *% | ||||
| Steven Ritacco | 1,240,000 | *% | ||||
| Don Smith | 1,250,000 | *% | ||||
| Executive Officers, Named Executive Officers, and Directors as a Group (4 Persons) | – | 0.00% | ||||
| Spark Capital Investments, LLC | 20,000,000 | 6.88% | ||||
| Supa Food Services LLC | 250,000,000 | 85.96% |
_________________
*Less than 1%
| (1) | Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) within 60 days of the date on which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person, as shown in the above table, does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock outstanding on December 31, 2025. |
| (2) | Does not include 1,579,500 shares owned by Tribal Rides, Inc., of which Mr. Grimes is Chief Executive Officer. |
| 20 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. |
Certain Relationships and Related Transactions
For transactions with our executive officers, please see the disclosure under “ITEM 11. EXECUTIVE COMPENSATION” above.
Asset Purchase with Tribal Rides, Inc.
On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of the Company’s Common Stock. Mr. Grimes, our CEO, is also the CEO of Tribal Rides. Mr. Grimes is also a shareholder of Tribal Rides.
On January 13, 2022, Tribal Rides transferred 20,000,000 shares to Mr. Grimes.
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent,” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” Although we have not adopted the independence standards any national securities exchange to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with the exercise of independent judgment. Under this standard, our board of directors has determined that Messrs. Gaylor and Beaumont meet this standard and, therefore, are considered independent.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Fees Paid
Audit Fees
The aggregate fees billed for professional services rendered by our principal accountants for the audit of our annual financial statements, review of financial statements included in the quarterly reports, and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the year ended December 31, 2025 and December 31, 2024 were $20,425 and $6,500.
Audit-Related Fees
There were no fees billed for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements, other than those reported above, for the years ended December 31, 2025, and 2024.
Tax Fees
No fees were billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning in the years ended December 31, 2025, and 2024.
| 21 |
All Other Fees
There were no other fees billed for products or services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2025, and 2024.
Audit Committee
We do not have an Audit Committee; therefore, the Board of Directors has considered whether the non-audit services provided by our auditors are compatible with maintaining the independence of our auditors. The Board has concluded that the provision of such services does not compromise the independence of our auditors. Our Board of Directors pre-approves all auditing services and permits non-audit services, including the fees and terms of those services, to be provided for us by our independent auditor prior to engagement.
| 22 |
PART IV
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
Financial Statements
The following financial statements are filed with this Annual Report:
Report of Independent Registered Public Accounting Firm (PCAOB ID:7057)
Audited Balance Sheets at December 31, 2025, and 2024
Audited Statements of Operations for the years ended December 31, 2025, and 2024
Audited Statements of Cash Flows for the years ended December 31, 2025, and 2024
Notes to Audited Financial Statements
Exhibits
The following exhibits are included with this Annual Report:
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed or Furnished Herewith | ||||||
| 19.1 | Insider Trading Policy | X | ||||||||||
| 31.1 | Rule 13a-14(a) Certification by Principal Executive Officer | X | ||||||||||
| 31.2 | Rule 13a-14(a) Certification by Principal Financial Officer | X | ||||||||||
| 32.1** | Section 1350 Certification of Principal Executive Officer | |||||||||||
| 32.2** | Section 1350 Certification of Principal Financial Officer | |||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||
| 104 | Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101). | X | ||||||||||
_________________
*Management contract, compensatory plan, or arrangement.
**These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 16. | FORM 10-K SUMMARY. |
None.
| 23 |
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.
| SUPA CONSOLIDATED INC. | ||
| Date: March 24, 2026 | By: | /s/ Yessenia Hernandez |
| Yessenia Hernandez, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| NAME | TITLE | DATE | ||
| /s/ Yessenia Hernandez | Chief Executive Officer and Director | March 24, 2026 | ||
| Yessenia Hernandez |
| 24 |
INDEX TO FINANCIAL STATEMENTS
| 25 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of SUPA Consolidated Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Supa Consolidated Inc. (the ‘Company’) as of December 31, 2025, and 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “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 each of the period ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company had an accumulated deficit of $(3,083,718) and has not yet generated revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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 audits to obtain reasonable assurance about whether the 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 audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
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) involve our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
| F-1 |
Intangible Asset
As disclosed in Note 1 to the financial statements on June 30, 2025, Supa Consolidated Inc entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809, and intangible assets such as customer site contracts, location rights, and operational infrastructure.
We identified the Audit of the valuation of the intangible assets as a critical audit matter because the amount is material to the audit, and management assumptions/estimations were used in arriving at the amount of the shares issued as consideration for the acquired assets.
Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of the auditor’s judgement and an increased extent of effort.
The primary procedures we performed include:
| 1. | We reviewed and challenged the reasonableness of key management assumptions used in arriving at the number of shares issued. | |
| 2. | We reviewed the executed asset purchase agreements between the parties. | |
| 3. | We obtained and reviewed the Board Resolution for approval of transactions. | |
| 4. | We assessed the suitability of the method used by the Management in arriving at the purchase price of the acquired assets and | |
| 5. | We reviewed and ascertained the correctness of their computation. | |
| 6. | We review and challenge the method used by the management in determining the market value of the issued shares. |
/s/ Lateef Awojobi
(PCAOB ID 7057)
We have served as the Company’s auditor since 2025
March 24, 2026
| F-2 |
SUPA CONSOLIDATED INC.
BALANCE SHEETS
December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Software and equipment, net | ||||||||
| Intangible assets, net | ||||||||
Equity investment — Boumarang Inc. | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Notes payable | ||||||||
| Accrued expenses | ||||||||
| Accrued interests | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of December 31, 2025, and 2024, respectively | ||||||||
| Common stock to be issued, and shares as of December 31, 2025, and 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ||||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying Notes to Financial Statements
| F-3 |
SUPA CONSOLIDATED INC.
STATEMENTS OF OPERATIONS
Fiscal Year Ended 2025 | Fiscal Year Ended December 31, 2024 | |||||||
| Operating expenses: | ||||||||
| Selling and marketing | $ | $ | ||||||
| General and administrative | ||||||||
| Total operating expense | ||||||||
| Operating loss | ( | ) | ||||||
| Other income (expense): | ||||||||
| Loss from discontinued operations | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on Extinguishment of Derivative | ||||||||
| Gain (loss) on extinguishment of debt | ||||||||
| Total other income (expense) | ||||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net loss | $ | ( | ) | $ | ||||
| Weighted average shares basic and diluted | ||||||||
| Weighted average basic and diluted loss per common share | $ | ) | $ | |||||
See accompanying Notes to Financial Statements
| F-4 |
SUPA CONSOLIDATED INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Common
Stock To Be Issued | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares to be issued reversed | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares issuance adjusted | – | ( | ) | |||||||||||||||||||||||||
| Equity investment — Boumarang Inc. | – | – | ||||||||||||||||||||||||||
| Adjustment of AJB Small Note | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | – | – | ||||||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common Stock | Common
Stock To Be Issued | Additional Paid-In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Shares issued for services | – | |||||||||||||||||||||||||||
| Shares issued for acquisition, valued at $0.0005 per share | – | |||||||||||||||||||||||||||
| Shares issued to AJB Capital | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying Notes to Financial Statements
| F-5 |
SUPA CONSOLIDATED INC.
STATEMENTS OF CASH FLOWS
Fiscal Year Ended December 31, 2025 | Fiscal Year Ended December 31, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Common stock issued for services adjustment | ||||||||
| Gain on extinguishment of debt | ( | ) | ( | ) | ||||
| Changes in operating assets/liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| Accrued interests | ||||||||
| Due to related party | ||||||||
| Net cash used in operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchase of computer equipment | ||||||||
| Patents, net | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Stock to be issued | ( | ) | ||||||
| Proceeds from note payable – non-related | ( | ) | ||||||
| Additional Paid in Capital | ( | ) | ( | ) | ||||
| Common stock issued for financing | ||||||||
| Net cash from financing activities | ( | ) | ||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Assets acquired in exchange for common stock: | $ | $ | ||||||
Equity investment — Boumarang Inc. | $ | $ | ( | ) | ||||
| Investment in ICE machines | $ | ( | ) | $ | ||||
| Intangible assets | $ | ( | ) | $ | ||||
| Common stock issued for acquisition | $ | $ | ||||||
See accompanying Notes to Financial Statements
| F-6 |
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, we changed our name to “Xinda International Corp.” On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”
From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.
On December 31, 2024, we completed the sale of substantially
all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”)
pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists,
goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received
shares of Boumarang common stock, valued at $
On June 30, 2025, SUPA Consolidated Inc. (the “Company”)
entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party.
Pursuant to the agreement, the Company issued shares of its common stock, having a fair value of $0.0005 per share and a par
value of $0.00001 per share, for aggregate consideration of $
Discontinued Operations
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.
for consideration valued at $
As a result of this transaction, the Company has discontinued its historical business of developing transportation and autonomous ridesharing technologies. Beginning with this Annual Report on Form 10-K for the year ended December 31, 2024, the results of operations related to the disposed transportation business are presented as discontinued operations in the consolidated financial statements and accompanying notes, in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
The discontinued operations had
| F-7 |
Current Business Direction
Effective December 31, 2024, represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology (“food tech”) sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.
Until we complete this transition, we will be considered to be in the development stage, with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
We have prepared the accompanying financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our Company’s year-end is December 31.
Going Concern Considerations
The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America, which assume the continuation of our Company
as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $
The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.
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
We consider all short-term investments readily
convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. Our cash balance
was $
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company's property and equipment
consist primarily of commercial ice and water vending machines, which are assigned an estimated useful life of seven years. Expenditure
for maintenance and repairs is expensed as incurred. Expenditure that extends the useful life of an asset or adds new functionality is
capitalized. Upon disposal or retirement of an asset, the cost and related accumulated depreciation are removed from the accounts, and
any resulting gain or loss is recognized in the statement of operations. Property and equipment are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360, Property,
Plant, and Equipment. An impairment loss is recognized when the carrying amount of an asset exceeds the sum of the undiscounted future
cash flow expected to result from its use and eventual disposition.
| F-8 |
Intellectual Property
All patents, trade secrets, software, and intangible assets were sold to Boumarang Inc. on December 31, 2024.
The Assets included patents, trade secrets, software,
prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration
of the sale, the Company received shares of Boumarang common stock, valued at $
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. Applicable accounting guidance establishes a hierarchy for inputs used in measuring fair value, maximizing the use of observable inputs, and minimizing the use of unobservable inputs by requiring the most observable inputs to be used when available. Observable inputs are inputs that market participants would use in valuing the assets or liabilities and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of input that may be 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 that are supported by little or no market activity. |
For assets and liabilities, such as cash, prepaid expenses, accounts payable, and accrued liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2025, and 2024 (level 3 inputs are not applicable):
| Fair Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| Year ended December 31, 2025: | ||||||||
| Liabilities: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | $ | ||||||
| Year ended December 31, 2024: | ||||||||
| Liabilities: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | $ | ||||||
____________
| (1) |
During the years ended December 31, 2025, and 2024, there were no transfers between Levels 1, 2, or 3.
| F-9 |
Financial risk factors
As our commercial ice and water vending machine operations have not
yet been launched and have generated no revenue to date, we believe our current activities do not yet expose us to significant market
or credit risk. However, the Company is subject to liquidity risk given its working capital deficit of $
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 their carrying amount or fair value, less the cost to sell.
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 government 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 to 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 issued with common stock/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 common stock and warrants issued in conjunction with debt as a debt discount or premium. The 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 time it takes 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.
| F-10 |
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 differences between book and tax accounting methods, as well as any available operating loss or tax credit carryforwards. Tax law and rate changes are reflected in income in the period in which 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, as well as unrecognized tax benefits, within the provision for income taxes.
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 December 31, 2025, we had potentially dilutive shares.
For the fiscal year ending December 31, 2024, the Company had a net income of $
Segment Reporting
The Company determines its operating segments in accordance with ASC 280, Segment Reporting, as amended by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which the Company adopted effective January 1, 2024. The Company operates as a reportable segment engaged in the acquisition and operation of food technology assets, principally commercial water and ice vending machines. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews consolidated financial results and allocates resources on a consolidated basis. Accordingly, no segment-level disaggregation of financial information is presented. All assets and operations are located in the United States.
New Accounting Pronouncements
Adopted standards: The Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective January 1, 2024, for fiscal years beginning after December 15, 2023. The standard expands segment disclosure requirements, including for entities with a single reportable segment. Adoption did not have a material impact on the Company's financial statements beyond the disclosures provided above.
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective January 1, 2025, for fiscal years beginning after December 15, 2024. The standard requires tabular presentation of both dollar amounts and percentages in the rate reconciliation and disaggregated disclosure of income taxes paid by jurisdiction. The required disclosures are presented in Note 9.
All other recently issued accounting pronouncements have been reviewed and determined to be either not applicable or not expected to have a material impact on the Company's present or future financial statements.
| 3. | Software and Equipment, net |
Software and equipment, net consists of the following:
December 31, 2025 | December 31, 2024 | |||||||
| Software for internal use | $ | $ | ||||||
| Equipment | ||||||||
| Less accumulated depreciation and amortization | ||||||||
| $ | $ | |||||||
Beginning in the fourth quarter of 2021, we began
developing our digital transportation enablement and enhancement platform for customer use. During the year ended December 31, 2023, we
capitalized $
| F-11 |
On June 30, 2025, the Company entered
into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. In
exchange for the equity issuance, the Company acquired:
Depreciation and amortization
of software and equipment amounted to $
| 4. | Patents |
On December 31, 2024, the Company sold all of its patents, along with software and equipment, to Boumarang Inc. Accordingly, no patents remained on the balance sheet as of December 31, 2025, and 2024.
| 5. | Related Parties Transactions |
Due to Related Parties
Amounts owed to related parties are as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Spark Capital(1) | $ | $ | ||||||
| Joe Grimes | ||||||||
| Sanjay Prasad | ||||||||
| Don Smith | ||||||||
| KeptPrivate.com | ||||||||
| $ | $ | |||||||
| (1) |
| F-12 |
Related Party Loan (Spark)
On June 30, 2025, the Company entered into a
Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant
to the agreement, the Company issued
shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate
consideration of $
The terms and conditions of the assumed loan (interest rate, maturity, repayment) remain under negotiation and were undetermined as of December 31, 2025. Accordingly, the loan has been recorded as a related party payable in current liabilities, as the loan is demand-repayable, pending formal documentation.
Related Party Services
From April 2025 through December 31, 2025, the
Company engaged Spark Capital Investments, LLC, a related party controlled by Imran Firoz, the Company's majority shareholder, to provide
management and consulting services at a rate of $20,000 per month. Total fees incurred for the year ended December 31, 2025, were $
Related Party (Previous Management)
Mr. Grimes was the CEO and Director, as well as our largest shareholder until February 2025. Mr. Grimes resigned as the CEO and Director of the Company in February 2025.
Mr. Prasad, one of our directors, has made various patent filings for our Company in recent years, the amounts of which have been recorded in Patents, net on the accompanying Balance Sheet. Mr. Prasad resigned as the Director of the Company in February 2025.
Mr. Smith was our CFO and is a party to an employment agreement dated November 17, 2021, as amended, with our Company, under which Mr. Smith is to receive monthly cash payments of $3,500. Mr. Smith resigned as the CFO of the Company in May 2023.
Mr. Steven Ritacco, the Director of our Company, owns
KeptPrivate.com. His company provides services related to the development of our digital transportation enablement and enhancement platform,
the costs of which are included in Software and Equipment, net, on the accompanying Balance Sheet. The amount charged by KeptPrivate.com,
$
Amounts due to related parties bear no interest, are unsecured, and are repayable on demand. Imputed interest on amounts owed is immaterial.
In February 2025, the Company entered into a Release
and Settlement Agreement with Mr. Grimes, Mr. Prasad, and Sanjay Prasad (related parties), pursuant to which the Company and related parties
agreed to mutually release and discharge one another from all claims, obligations, and liabilities arising from prior service and related-party
transactions, collectively valued at $
Asset Acquisition and Assumption of Related Party Loan
On June 30, 2025, the “Company entered into
a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant
to the agreement, the Company issued shares of its common stock, having a fair value of $0.0005 per share and a par value
of $0.00001 per share, for aggregate consideration of $
In exchange for the equity issuance, the Company acquired:
| · | 1,157 commercial ice/water vending machines, valued at $ |
| · | Assumed a related party loan obligation of $ |
| F-13 |
The terms and conditions of the assumed loan (interest rate, maturity, repayment) remain under negotiation and were undetermined as of December 31, 2025. Accordingly, the loan has been recorded as a related party payable in long-term liabilities pending formal documentation.
The acquired vending machines have been capitalized as property, plant, and equipment, while the excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.
| 6. | 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 $
| 7. | Notes Payable |
Notes payables consist of the following at December 31, 2025 and 2024:
Convertible Promissory Note (AJB Note)
Notes payable consist of the following:
| Schedule of notes payable | ||||||||
December 31, 2025 | December 31, 2024 | |||||||
| AJB promissory note | $ | $ | ||||||
| Less debt discount | ||||||||
| AJB accrued interest | ||||||||
| Promissory notes | ||||||||
| Accrued interest | ||||||||
| Subtotal | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term portion | $ | $ | ||||||
| F-14 |
Convertible Promissory Note (AJB Notes)
On November 10, 2021 (the “Issue Date”),
we entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Lender”) for
the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $
In addition to issuing the Note, we were obligated
to issue to the Lender, as a commitment fee, restricted shares of our common stock (the “Commitment Shares”) and
a warrant to purchase
On May 22, 2022, the Note was extended for nine months
until November 10, 2022. On November 22, 2022, the Lender further agreed to extend the maturity date to February 10, 2023, in exchange
for restricted shares of common stock, valued at $
On January 31, 2023, the Lender agreed to extend the
Note’s maturity date to August 31, 2023. In exchange, we issued restricted shares of common stock valued at $
On May 23, 2023, the Lender advanced an additional
$
The Note is convertible only upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of common stock at a conversion price equal to the lesser of (i) 90% multiplied by the lowest trading price during the 20-trading day period ending on the Issue Date, or (ii) 90% multiplied by the lowest trading price during the 20-trading day period ending on the date of conversion (the “Conversion Price”), subject to adjustments including anti-dilution provisions. No event of default has occurred to date.
While the Note is outstanding, we are required to reserve at all times five times the number of shares actually issuable upon full conversion of the Note (the “Reserved Amount”). If we fail to maintain or replenish the Reserved Amount within three business days of the Lender’s request, the principal amount of the Note increases by $5,000 per occurrence. If we fail to maintain DTC eligibility or if the Conversion Price falls below $0.01, the principal amount of the Note increases by $5,000, and the Conversion Price is redefined as 50% of the Market Price, subject to further adjustments.
Upon an Event of Default, the Note becomes immediately due and payable, and we must pay the Lender the Default Sum or Default Amount as defined in the Note.
In November 2024, the Lender issued a small note of
$
The lender extended the AJB notes until June 30, 2026.
| F-15 |
Interest Expense
During the years ended December 31, 2025, and 2024,
interest expense on the Note amounted to approximately $
6% Convertible Promissory Note (Sorensen)
On April 28, 2023, we issued a convertible promissory
note to a non-related third party in the principal amount of $
The conversion provisions contained an embedded derivative
feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative liability of $
We amortized the debt discount over the one-year contractual term of the note. As of April 28, 2024, the debt discount was fully amortized.
Interest expense in connection with this note was
approximately $
As of December 31, 2024, the note has matured and
remains outstanding as a cash obligation of $
10% Promissory Note (Corrigan)
On August 1, 2022, we issued a promissory note to
a non-related third party in the principal amount of $
During the year ended December 31, 2024, interest
expense on this note was approximately $
| 8. | Capital Stock |
Common Stock
We are authorized to issue shares of our $ par value common stock, and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. We discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders’ Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment as of December 31, 2022, which reduces the Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and increases the Balance Sheet amount for Additional Paid-In Capital.
| F-16 |
2025
| 1. | On January 28, 2025, the Board of Directors of the Company approved a new issuance of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024. The Company issued shares to three officers valued at $ | |
| 2. | On June 30, 2025, the Company entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $ | |
| 3. | On September 19, 2025, the Company issued common stock to AJB Capital Investments for the consideration of loan modification to extend the maturity date. |
2024
None.
2023
| 1. |
On January 5, 2023, we entered into a Private Placement
Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase
units with
On April 13, 2023, we entered into a Private Placement
Subscription Agreement (“PPM”) with a third party (the “Subscriber”), under which the Subscriber agreed to purchase
units, each consisting of one share of our common stock. The consideration received was $ |
| 2. | On April 21, 2023, our Board of Directors authorized the issuance of shares as bonuses, as follows: shares to our then-CFO and shares to a vendor. To date, only 100,000 bonus shares have been issued to our then-CFO, and the remaining 250,000 bonus shares have yet to be issued. | |
| 3. | In February 2023, four stockholders agreed to cancel a total of shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares. | |
| 4. | In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional shares each on their vesting date, which was December 31, 2022. The total of 1,000,000 shares was valued at $, or $0.30 per share, which was the fair market value of our stock as of December 31, 2022, the date they became vested. The shares were issued in January 2023. |
2022
| 1. | On November 22, 2022, we became obligated to issue shares to the holder of the convertible promissory note (see Note 6). The shares have not yet been issued. | |
| 2. | On November 11, 2022, we issued shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $ | |
| 3. | On April 21, 2022, a stockholder agreed to cancel shares they held. | |
| 4. | In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue shares as of December 31, 2021. The shares were issued on February 28, 2022. |
| F-17 |
2020 Stock Incentive Plan
Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”), authorizing the issuance of a total of shares of our common stock under the Plan. Under the Plan, the exercise price of a granted option shall not be less than 100% of the fair market value on the date of grant (110% of the fair market value in the case of a 10% stockholder). Additionally, no option may be exercised more than ten (10) years after the date it is granted (or no more than five (5) years in the case of a 10% stockholder).
Stock Options
On June 20, 2020, we granted options to purchase of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our Company. The options are exercisable at $0.01 per share, and had a five-year term from the date of grant, and vest ratably beginning December 20, 2021. Accordingly, all 300,000 options expired unexercised on June 20, 2025, in accordance with the original terms of the grant. No options were exercised prior to expiration. As of December 31, 2025, there are no stock options outstanding under the Plan.
The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a valuation that was de minimis. The assumptions used in determining the fair value of the stock options were as follows:
| June 20, 2020 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the stock price based on the historical volatility of our stock prices.
Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.
Remaining term: The remaining term is based on the remaining contractual term of the stock options.
Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the stock options were measured as of the grant date of the awards, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect the conditions as of the options’ issuance date.
Activity related to stock options for the years ended December 31, 2025, 2024, 2023, and 2022 is as follows:
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding, December 31, 2022 | $ | |||||||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
| F-18 |
Warrants
In connection with the transaction with the third-party
lender discussed in Note 7, we issued the lender a warrant to purchase
We valued the warrant using the Black-Scholes option
pricing model and recorded a debt discount of $
| May 23, 2023 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the stock price based on the historical volatility of our stock prices.
Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.
Remaining term: The remaining term is based on the remaining contractual term of the warrant.
Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the warrants were measured as of the date of issuance of the warrants, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect conditions as of the grant date.
Activity related to the warrant for the period ended December 31, 2025, and 2024, is as follows:
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
| F-19 |
| 9. | Commitments and Contingencies |
The Company recognizes liabilities for contingencies when it is probable that liability has been incurred and the amount of loss can be reasonably estimated, in accordance with ASC 450, Contingencies. Where a contingency does not meet the accrual threshold, but a loss is reasonably possible, the Company discloses the nature of the contingency and an estimate of the possible range of loss, or states that such an estimate cannot be made.
Igala Commonwealth Limited Litigation
On January 20, 2026, Igala Commonwealth Limited, a Marshall Islands corporation (“Igala”), filed a complaint against the Company in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2026CH00558). The Company was served with the complaint on January 23, 2026. The lawsuit arises from a consulting agreement (the “Agreement”) dated March 2, 2023, between Igala and XINDA International Corp., the Company’s predecessor name. Under the Agreement, Igala purportedly agreed to provide web development and marketing services in exchange for 800,000 shares of the Company’s restricted common stock, valued at $0.10 per share ($80,000 total). The Company issued 800,000 shares to Igala in March 2023.
Igala seeks an order requiring the Company to issue an additional 12,800,000 shares of common stock pursuant to certain liquidated damages provisions in the Agreement. Igala alleges that various “adverse events” occurred—including changes to the Company’s OTC Markets listing status and delinquent regulatory filings—that allegedly trigger obligations under the Agreement to issue additional shares. Igala values the demanded shares at $3,072,000 based on an alleged current share price of $0.24 per share.
The Company believes the claims asserted in the complaint are without merit and intends to defend the lawsuit vigorously. On February 23, 2026, the Company filed a motion to dismiss alleged counts pursuant to 735 ILCS 5/2-615(a), arguing that:
(1) The liquidated damages provisions upon which Igala bases its claims constitute unenforceable penalty clauses under Illinois law, as the demanded amount ($3,072,000) bears no reasonable relationship to any actual damages and represents a 3,840% increase over the original $80,000 contract value; and
(2) Igala has failed to allege that it provided any consideration or performed any additional services to earn the additional 12,800,000 shares beyond the original 800,000 shares for which it contracted and which were already issued.
The Company filed a motion to dismiss on February 23, 2026. Briefing is ongoing, with a status hearing scheduled for April 22, 2026, and oral argument not anticipated before late May 2026. If the court denies the motion to dismiss, the Company intends to file an answer asserting affirmative defenses and may assert counterclaims against Igala.
If Igala were to prevail over its claims, the Company could be required to issue 12,800,000 additional shares of common stock, which would represent dilution to existing shareholders. Based on the Company’s current outstanding share count of 290,835,500, the issuance of 12,800,000 shares would result in approximately 4.22% dilution to current shareholders.
Alternatively, if the court awards monetary damages rather than specific performance, the Company could be liable for $3,072,000 plus potentially Igala’s attorney fees and costs, depending on the court’s interpretation of certain fee-shifting provisions in the Agreement. Such a monetary judgment could have a material adverse effect on the Company’s financial condition.
However, the Company believes the claims lack merit and that its defenses are strong. The Company intends to vigorously defend against all claims and, if necessary, pursue counterclaims to void the underlying Agreement and seek return of the 800,000 shares previously issued.
| F-20 |
The Company cannot predict with certainty the outcome of this litigation.
This matter does not meet the probable and reasonably estimable threshold for accrual under ASC 450; accordingly, no liability has been recorded in the accompanying financial statements. The Company will update this disclosure as the matter develops.
Forza 2 LLC — Pre-Litigation Demand
In October 2025, a demand letter was issued by counsel for Forza 2 LLC and its owner against Snacks Co., LLC, and certain individuals. The Company is not a named party; however, the matter presents potential transactional exposure given the Company’s due diligence activities involving entities named in the demand. The aggregate amount demanded is not less than approximately $655,000, exclusive of potential punitive damages. This matter does not meet the probable and reasonably estimable threshold for accrual; accordingly, no liability has been recorded. A loss is considered reasonably possible; however, the range cannot presently be estimated. The Company will update this disclosure as the matter develops.
| 10. | Income Taxes |
As of the date of the report, the Company has not
filed federal or state income tax returns. The Company plans to file the taxes on or before April 15, 2026. Accordingly, the NOL carryforward
amounts presented herein represent management's estimates based on available book and financial information, and actual tax NOLs may
differ materially once returns are prepared and filed. As of December 31, 2025, the Company estimates net operating loss carryforwards
of approximately $
The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2025, and 2024:
| 2025 | 2024 | |||||||
| Current tax provisions: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total provision for income taxes | $ | $ | ||||||
Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2025, and 2024 are as follows. Dollar amounts are presented in accordance with ASU 2023-09:
| 2025 | 2025 | 2024 | 2024 | |||||||||||
| US federal statutory income tax rate | $ | ( |
) | $ | ||||||||||
| Stock issued for outside and employment services | ( |
) | ( |
) | - | |||||||||
| Gain (loss) on extinguishment of derivative | ( |
) | - | |||||||||||
| Gain (loss) on write-off of debt | ( |
) | ( |
) | - | |||||||||
| Other | - | |||||||||||||
| Increase in valuation reserve | - | |||||||||||||
| Total provision for income taxes | $ | $ | ||||||||||||
| F-21 |
The components of our deferred tax assets as of December 31, 2025, and 2024 consisted of the following:
| 2025 | 2024 | |||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Deferred tax asset @ 21.00% | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
During the year ended December 31, 2025, the valuation reserve increased
by $
Income Taxes Paid — Disaggregated by Jurisdiction
In accordance with ASU 2023-09, the following presents income taxes paid, net of refunds, disaggregated by jurisdiction for the years ended December 31, 2025, and 2024:
| Schedule of income tax by jurisdiction | ||||||||
| Jurisdiction | 2025 | 2024 | ||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Total income taxes paid | $ | $ |
The Company made no income tax payments in 2025 or 2024. The Company has not filed federal income tax returns and is not currently subject to state income tax filing requirements.
| 11. | Investments in Boumarang Inc. |
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. pursuant
to an Asset Purchase Agreement. In exchange for the Assets, the Company received shares of Boumarang common stock (the “Boumarang
Shares”), valued at $
Classification and Measurement
The investment in Boumarang Shares is classified as an equity investment under ASC 321, Investments—Equity Securities. Management has determined that the investment does not provide the Company with control or significant influence over Boumarang (ownership less than 20%, no board seat, no participation in policy-making decisions). Accordingly, the investment is recorded at fair value, with subsequent changes in fair value recognized in the statement of operations.
| F-22 |
Initial Recognition: The Boumarang Shares were recorded at their fair value of $5,000,000 on December 31, 2024.
Subsequent Measurement: The fair value of the investment will be remeasured at each reporting date based on quoted prices in active markets (if available) or observable/unobservable valuation inputs. Changes in fair value will be recognized in “Other Income (Expense)” within the Company’s statement of operations.
Level of Fair Value Inputs: As of December 31, 2024, the investment is classified as a Level 1 asset (quoted price in active market) if Boumarang’s shares are publicly traded, or as a Level 2/3 asset if observable inputs are limited.
Strategic Intent
The Boumarang investment represents a strategic, non-core holding, providing the Company with a potential source of liquidity to support its transition into the food technology sector. Management will continue to evaluate monetization options, including the potential sale of all or part of the shares, as market and strategic conditions permit.
Risk Considerations
The value of the Boumarang Shares is subject to market risk and volatility, as well as risks associated with Boumarang’s operations and financial condition. Management has concluded that no impairment indicators existed as of December 31, 2025, and that the carrying amount of the investment approximated its fair value.
| 12. | Discontinued Operations |
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. pursuant to an Asset Purchase Agreement. Consideration consisted of 2,906,977 shares of Boumarang common stock, valued at $5,000,000 on the closing date.
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.
The results of operations of the disposed business have been presented as discontinued operations for all periods presented. The summarized operating results of discontinued operations are as follows:
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Loss of discontinued operations | ( | ) | ||||||
| Other income (expenses), net | ||||||||
| Income (loss) before taxes | ||||||||
| Provision for taxes | ||||||||
| Net income (loss) from discontinued operations | $ | $ | ||||||
| F-23 |
| 13. | Leases and Obligations |
On June 6, 2025, SUPA Food Services LLC (“SUPA”), a wholly owned subsidiary of the Company, 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. |
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.
Effective January 2026, the Company will take over
the membership agreement for the Company’s corporate address 530 Technology Drive, Suite 100, Irvine, CA 92618 (“California
Lease”). The California Lease shall be on a month-to-month basis, entitling the Company to use the office and conference space
on a need-only basis. The California Lease membership is $160 per month, which will be included in the general and administrative expenses.
For the fiscal years ended December 31, 2025, and 2024, the California Lease membership payment was $
| 14. | Legal |
See Note 9.
| 15. | Agreement |
All the service agreements signed in the fiscal year ending December 31, 2023, have expired. No services were provided under these agreements during the fiscal year ended December 31, 2024.
The Company shall assume obligations of all service and consulting agreements under the Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party.
| F-24 |
Termination of Share Exchange Agreement with Singta (June 30, 2025): Entry into Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which the Company agreed to acquire 100% of Singta in exchange for issuing 400,000,000 newly issued restricted shares of the Company’s common stock to Singta’s selling stockholders. The agreement stipulates that the acquisition consideration represents the entire purchase price; closing is contingent upon the terms and conditions set forth in the agreement. The Company disclosed that a copy of the agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not issued these shares. The transaction was subject to customary closing conditions, which were not satisfied. On June 30, 2025, the Board of Directors determined not to proceed with the transaction and formally terminated the Singta Agreement.
| 16. | Subsequent Events |
The Company evaluated subsequent events after March 24, 2026, through the date these financial statements are issued. The following material, non-recognized subsequent events occurred:
Corporate Name and Trading Symbol Change
Effective January 2026, the Company will take over the membership agreement for the Company’s corporate address 530 Technology Drive, Suite 100, Irvine, CA 92618 (“California Lease”). The California Lease shall be on a month-to-month basis, entitling the Company to use the office and conference space on a need-only basis. The California Lease membership is $160 per month, which will be included in the general and administrative expenses.
On January 29, 2026, the Financial Industry Regulatory Authority (“FINRA”) announced the approval and processing of a corporate action for the Company. Effective January 30, 2026, the Company’s corporate name was changed from Xinda International Corp. to SUPA Consolidated Inc., and its OTC trading symbol was changed from “XNDA” to “SFCX.” Previously, the Company had not filed the name change from Xinda International Corp. to Tribal Rides International Corp. with FINRA. The Company’s CUSIP number (98421H107) remained unchanged.
This corporate action is classified as a recognized subsequent event (Type I) under ASC 855-10-25, as the Board of Directors’ authorization and corporate proceedings underlying the name change were initiated prior to December 31, 2025. The FINRA processing and market effective date of January 30, 2026, represents the culmination of actions and conditions that existed as of the balance sheet date.
The name and symbol change did not result in any change to the Company’s capital structure, authorized or outstanding shares, par value, or the rights and privileges of its shareholders. No shares were issued, cancelled, or reclassified in connection with this corporate action. Existing stock certificates bearing the former corporate name remain valid and are not required to be exchanged.
The following table summarizes the changes effected by the corporate action:
| Before | After | |
| Corporate Name | Xinda International Corp. | SUPA Consolidated Inc. |
| Trading Symbol | XNDA | SFCX |
| CUSIP Number | 98421H107 | 98421H107 (No Change) |
| Market Effective Date | — | January 30, 2026 |
The Company has no material commitments or contingencies as of December 31, 2025, except as disclosed in Note 9 – Commitments and Contingencies.
| F-25 |