Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "plan," "anticipate," "intend," "could," "should," or other comparable terms or the negative of those terms. These forward-looking statements are based on management's current beliefs, assumptions and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ materially include, without limitation, our limited operating history in the food technology business, our need for additional capital, our ability to deploy water and ice vending machines profitably, regulatory developments, and the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2025. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Company Overview

SUPA Consolidated Inc., formerly known as Tribal Rides International Corp. and prior to that Xinda International Corp., is a Nevada corporation incorporated on May 19, 2014. The Company's common stock is quoted on the OTC Markets under the symbol "SFCX." The Company's ticker symbol changed from "XNDA" to "SFCX" effective January 30, 2026, following FINRA's approval of the Company's name and symbol change.

The Company is a development-stage food technology company. Through the Share Exchange Agreement with SUPA Food Services LLC entered into on June 30, 2025, the Company acquired commercial water and ice vending machines and related customer contracts and location rights. The Company's present business plan is focused on the deployment, servicing and monetization of these vending machines.

Discontinued Operations

On December 31, 2024, the Company completed the sale of substantially all of its historical intellectual property and related intangible assets used in its prior ridesharing and autonomous-vehicle technology business to Boumarang Inc. for total consideration of $5,000,000, payable in 2,906,977 shares of Boumarang common stock. There was no income or loss from discontinued operations during the three months ended March 31, 2026 or the three months ended March 31, 2025.

Plan of Operations

The Company's near-term plan of operations is centered on the deployment, servicing and revenue ramp of its water and ice vending machines acquired through the SUPA Food Services share exchange. As of March 31, 2026, the Company held inventory of $14,000 representing bottled water and supplies inside its commercial vending machines, and continues to evaluate additional locations and partnership opportunities. The Company expects to fund near-term operations through advances from its majority shareholder Spark Capital Investments LLC and, as opportunities arise, third-party debt or equity financing.

Financial Condition at March 31, 2026, and December 31, 2025

At March 31, 2026, the Company had cash of $18,935 compared to $17,675 at December 31, 2025, an accumulated deficit of $3,278,291 compared to $3,092,223 at December 31, 2025, and a working capital deficit of $1,273,138 compared to $1,087,070 at December 31, 2025. The increase in accumulated deficit reflects the net loss for the three months ended March 31, 2026, of $186,068.

Results of Operations

Revenue.

The Company had no revenue during the three months ended March 31, 2026 or the three months ended March 31, 2025. The Company is in the development stage with respect to its food technology operations and has not yet generated revenue from its vending machine deployments.

General and Administrative Expenses.

General and administrative expenses for the three months ended March 31, 2026 totaled $170,052, as compared to $18,605 for the three months ended March 31, 2025. The increase of approximately $151,447 reflects the Company's transition into operating activity following the SUPA Food Services share exchange and corporate name change. Significant components of G&A in the current quarter included consulting fees of $60,000 (primarily related-party consulting accruals to Spark Capital Investments LLC), legal and professional fees of approximately $70,141, rent and warehouse license fees of approximately $24,705, and accounting and audit related fees of approximately $10,750. The prior year quarter had no consulting accrual to Spark Capital, no warehouse license activity, and minimal legal expense.

Operating Loss.

As a result of the foregoing, the Company incurred an operating loss of $170,052 for the three months ended March 31, 2026, as compared to an operating loss of $18,605 for the three months ended March 31, 2025.

Other Income (Expense).

Interest expense for the three months ended March 31, 2026 was $16,016, as compared to $16,081 for the three months ended March 31, 2025. The three months ended March 31, 2025 also included a gain on write-offs of $174,350 arising from a Release and Settlement entered into in February 2025 with former officers and consultants. There was no comparable gain in the current quarter.

Net (Loss) Income.

The Company recorded a net loss of $186,068 for the three months ended March 31, 2026, as compared to net income of $139,664 for the three months ended March 31, 2025. The shift from net income to net loss is principally attributable to (i) the increase in G&A expenses described above and (ii) the absence of the non-recurring gain on write-offs that benefited the prior year quarter.

Liquidity and Capital Resources

At March 31, 2026, the Company had cash of $18,935 and total current liabilities of $1,314,173, resulting in a working capital deficit of $1,273,138. During the three months ended March 31, 2026, the Company received $139,000 in net advances from its majority shareholder Spark Capital Investments LLC and used $137,740 of cash in operating activities. The Company's historical operations have been funded principally through advances from related parties, third-party convertible debt, and the issuance of common stock. There can be no assurance that capital will continue to be available on acceptable terms, or at all.

Since its inception, the Company has sustained losses and negative cash flows from operations. Management believes that the Company does not have the cash to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following the date of issuance of these financial statements. The Company had no revenues or cash flow from operations in the fiscal year ended December 31, 2025. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its food technology operations. We expect to conduct the planned operations for twelve months using currently available capital resources. Management anticipates raising significant additional capital to accomplish its growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms, such as financing and capital, that might be available.

Going Concern Considerations

As of March 31, 2026, the Company had an accumulated deficit of $3,278,291 and has not yet generated any revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2025, and 2024, expressing substantial doubt about the Company's ability to continue as a going concern.

Our financial statements include additional disclosures outlining the factors contributing to this assessment. They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.

Management has evaluated the Company's ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2026, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC").

Critical Accounting Policies and Estimates

The Company's critical accounting policies are described in Note 2 to the unaudited consolidated financial statements and in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to the Company's critical accounting policies during the three months ended March 31, 2026.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.