UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-56366

~~TRIBAL~~SUPA ~~RIDES~~CONSOLIDATED ~~INTERNATIONAL CORP~~INC. (Exact name of Registrant as specified in its charter)

Nevada		37-1758469
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

530 Technology Drive, Suite 100, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (~~949~~844) ~~880~~787-~~0900~~2720

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

Title of each class Trading Symbol(s) Name of each exchange on which registered COMMON ~~XNDA~~SFCX OTC MARKETS

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.00001

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes ☒ No ☐ (2) Yes ☒ No ☐

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

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)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant'’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

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 $1910,~~968~~418.

As of ~~August~~March 2724, ~~2025~~2026, there were 39290,~~935~~835,500 ~~shares~~ shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I		1
ITEM 1.	BUSINESS.	1
ITEM 1A.	RISK FACTORS.	24
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	24
ITEM 1C.	CYBERSECURITY.	34
ITEM 2.	PROPERTIES.	45
ITEM 3.	LEGAL PROCEEDINGS.	45
ITEM 4.	MINE SAFETY DISCLOSURES.	45
PART II		56
ITEM 5.	MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	56
ITEM 6.	SELECTED FINANCIAL DATA.	78
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	78
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	1213
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	1213
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	1214
ITEM 9A.	CONTROLS AND PROCEDURES.	1214
ITEM 9B.	OTHER INFORMATION.	1315
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	1315
PART III		1416
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	1416
ITEM 11.	EXECUTIVE COMPENSATION.	1619
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.	1720
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.	1821
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	1822
PART IV		2023
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	2023
ITEM 16.	FORM 10-K SUMMARY.	2023
	SIGNATURES	2124
	INDEX TO FINANCIAL STATEMENTS	~~F-1~~25

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:

· the impact of conflict between the Russian Federation and Ukraine on our operations; · geo-political events, such as the crisis in Ukraine, government responses to such events, and the related impact on the economy both nationally and internationally; · 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~~ Annual Report on Form 10-K/A (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~~ 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.

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 ~~incorporation through~~ January 18, 2020, ~~we were~~through ~~principally~~December ~~engaged~~31, in2024, the ~~business~~Company ofwas ~~marketing~~engaged anin ~~array~~developing ofproprietary ~~property~~software ~~tax~~and ~~lien~~patented ~~services~~technologies ~~including~~for ~~(a)~~ridesharing ~~identifying~~and ~~property tax lien auctions~~autonomous ~~and~~vehicle ~~property~~markets. ~~tax~~During ~~liens~~this ~~for~~period, ~~sale;~~our ~~(b)~~business ~~providing~~focused ~~valuation~~on ~~services~~creating ~~with~~a ~~regards~~digital totransportation ~~real~~enablement ~~property~~platform, ~~subject~~supported toby ~~property~~U.S. Patent ~~tax~~No. ~~liens;~~9,984,574 and ~~(c) providing~~U.S. ~~consultative~~Patent ~~and~~No. ~~advisory services to property tax lien investors in regards to purchasing property tax liens~~11,217,101, ~~servicing~~among ~~property tax~~other ~~liens~~intellectual ~~and adjudicating property tax liens~~properties.

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 inception through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. 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 property.

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.

Current Business Direction

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.

~~Intellectual~~Recent ~~Property~~Developments

WeOn ~~had~~February ~~patented~~3, ~~and patent-pending technologies with a focus on artificial intelligence (“AI”)~~2025, ~~machine~~Joseph ~~learning~~Grimes ~~with~~sold ~~optimization~~20,000,000 shares ~~and~~of ~~Smart~~the ~~Deployment~~Company’s ~~algorithms.~~common Itstock ~~involves anticipating~~(approximately ~~passenger~~50% ~~demand~~of ~~and~~the ~~dispatching~~then-outstanding ~~cars~~shares) ~~in advance~~ to ~~minimize~~Spark ~~wait~~Capital ~~times~~Investments, ~~maximize vehicle utilization~~LLC, and ~~reduce costs.~~subsequently Itresigned ~~includes~~as aChief ~~new~~Executive ~~and~~Officer. ~~efficient~~On ~~system~~February ~~for~~6, ~~tracking~~2025, ~~and~~Messrs. ~~charging~~Grimes, ~~customers with preferred rates~~Prasad, ~~supply~~ and ~~demand~~Ritacco ~~rates,~~resigned ~~and~~from ~~“specific” community~~the ~~engagement.~~Board ~~Our~~of ~~technology~~Directors; ~~may~~Mr. Ritacco also beresigned ~~subject~~as toChief ~~protection~~Technology ~~by other intellectual property laws, including copyright and trade secrets~~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.

WeOn ~~currently~~September ~~own~~22, 2025, the Board ~~following~~of ~~patents~~Directors of the Company and ~~pending~~two stockholders holding an aggregate of 270,000,000 shares of common stock issued and outstanding ~~applications~~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:

	·	U.S. Patent 9,984,574 issued May 29, 2018, claims priority to a provisional application filed on Jan. 21, 2014.
	·	U.S. Patent 11,217,101 issued January 4, 2022, claims priority to a provisional application filed on January 21, 2014.

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 ~~three~~ four (34) directors.

Employees

As of December 31, ~~2024~~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 (~~949~~844) ~~880~~787-~~0900~~2720.

As of the date of this ~~prospectus~~report, our common ~~stock~~ stock is traded on the OTC ~~Bulletin~~Markets ~~Board~~ under the trading symbol ~~XNDA~~SFCX.

Going Concern

~~Although~~The ~~our~~accompanying consolidated financial statements have been prepared on assuming the Company will continue as a going concern ~~basis~~, wewhich ~~must~~contemplates ~~raise~~the ~~additional~~realization ~~capital~~of toassets ~~continue~~and asthe asatisfaction of ~~going~~liabilities ~~concern~~in the normal course of business. ~~See~~As ~~Risk~~of ~~Factors~~December ~~relating~~31, to2025, ~~“Going~~the ~~Concern.”~~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, ~~2024~~2025, and ~~2023~~2024, and throughout the report, may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.

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 growing and evolving challenge. We are committed to protecting our systems, networks, and data from unauthorized access, disruption, or damage that could adversely affect our operations, customers, or stakeholders.

Cybersecurity Risk Management and Strategy

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.

We maintain a multi-layered cybersecurity program designed to identify, assess, mitigate, and monitor material risks related to information technology systems and data. Key components of our program include:

	·	Continuous Monitoring: Ongoing monitoring of our networks and systems for vulnerabilities, intrusions, and other malicious activity;

	·	Third-Party Tools and Assessments: Engagement of independent security experts and use of advanced technologies, including firewalls, endpoint detection and response (EDR), encryption, and secure cloud infrastructure.

	·	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

To date, we have not identified or experienced a cybersecurity incident that has materially affected our business strategy, results of operations, or financial condition. However, like other public companies, we are subject to ongoing cyber threats from both internal and external sources, including malicious actors, criminal organizations, and nation-state actors. Any future incident could have a material adverse impact. We continue to allocate resources to strengthen our controls, implement new technologies, and partner with third-party experts to further mitigate risk and protect our digital assets.

Governance and Oversight

Board Oversight:

The Board of Directors, ~~through its Audit Committee,~~ provides ~~oversight~~ oversight of cybersecurity and information security risk. The ~~Audit~~Board ~~Committee~~of Directors reviews cybersecurity risks and management’s related strategies at least annually, or more frequently as circumstances warrant. Cybersecurity risk is also considered in the context of the Company’s broader enterprise risk management framework and strategic planning.

Management Oversight:

Day-to-day responsibility for cybersecurity risk management rests with our Compliance Officer, who coordinates with third-party cybersecurity consultants and internal IT personnel. The Compliance Officer is responsible for implementing and enforcing cybersecurity protocols, overseeing incident detection and response activities, and ensuring appropriate remediation and recovery. Management provides periodic reports to the Board regarding risk assessments, identified threats, mitigation activities, and any cybersecurity incidents.

ITEM 2.

PROPERTIES.

Our current corporate offices are located at 530 ~~Technology~~ 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 (~~949~~844) ~~880~~787-~~0900~~2720.

ITEM 3.

LEGAL PROCEEDINGS.

WeIgala ~~are~~Commonwealth ~~currently~~Limited not aware of any such 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.Litigation

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.

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 ~~Pink~~MARKETS (OTCID Basic Market) under the symbol “~~XNDA~~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

	Quarter	High		Low
FISCAL YEAR ENDING DECEMBER 31, 2023	First	$	0.1432	$	0.0500
	Second		0.0700		0.0432
	Third		0.0299		0.0299
	Fourth		0.0200		0.0149

____________________

⁽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 ~~August~~March 2724, ~~2025~~2026, we we had approximately 2630 holders of our common stock. The number of record holders was determined from our transfer agent'’s records and ~~does~~ 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.

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

~~1,050,000~~N/A

(1)(2)

~~0.72~~N/A

~~2,200,000~~N/A

(3)

Total

~~1,050,000~~–

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.

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, ~~2024~~2025, the Board had granted options to purchase 300,000 shares of Common Stock and warrants to purchase 750,000 shares, leaving 12,~~450~~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~~ Form 10-K/A filed ~~July~~August 2829, 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~~ 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~~ but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, ~~including~~ 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

From incorporation through January 2020, we were principally engaged in the business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.

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.

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 ~~2023~~ or ~~2024~~2023. ~~Operating expenses~~Loss ~~were~~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

~~This~~Effective ~~transaction~~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, ~~2024~~2025, and December 31, ~~2023~~2024

At December 31, ~~2024~~2025, and December 31, ~~2023~~2024, we had no$17,675 and $0 cash on hand to execute our business plan. We reported accumulated deficits of $23,~~799~~092,~~154~~223 and $2,~~851~~799,~~996~~154, respectively, and working capital deficits of $~~746~~1,~~001~~087,070 and $~~846~~797,~~618~~001, respectively.

Results Operations

We generated no revenue during the fiscal years ~~ended~~ ended December 31, ~~2024~~2025, and ~~2023~~2024.

For the year ended December 31, ~~2024~~2025, we recorded a net ~~income~~loss of $52293,~~842,~~069 compared to a net ~~loss~~income of $~~185~~52,~~914~~842 for the year ended December 31, ~~2023~~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 ~~decreased~~were to $88406,~~196~~982 for the inyear ~~2024~~ended December 31, 2025, compared to $~~137~~88,~~843~~196 infor ~~2023~~the year ended December 31, ~~reflecting~~2024. aThe ~~reduction~~increase inreflects ~~general~~higher legal, professional, accounting, and ~~administrative~~rental expenses incurred as ~~operations~~the ~~wound~~Company ~~down~~transitioned inits ~~connection with~~business ~~the~~operations ~~asset~~and ~~sale~~maintained its public reporting obligations.

AsIncluded ~~disclosed~~in general and administrative expenses for 2025 is $180,000 in ~~Note~~management 10and toconsulting services provided by Spark Capital Investments, LLC, a related party controlled by Imran Firoz, the ~~financial~~Company's ~~statements~~majority shareholder. The Company engaged Spark Capital for these services beginning in April 2025 at a rate of $20,000 onper month. As of December 31, ~~2024~~2025, wethe ~~sold~~full ~~substantially~~$180,000 ~~all~~has ofbeen ~~our~~accrued ~~historical~~and ~~intellectual~~is ~~property~~included ~~assets~~in toaccrued ~~Boumarang~~expenses ~~Inc.~~on ~~for~~the ~~consideration~~balance ~~valued~~sheet. No amounts atwere ~~$5.0~~paid ~~million~~in cash during the year. This ~~transaction~~obligation is ~~reflected~~separate asfrom ~~discontinued~~the ~~operations~~$238,200 inloan ~~our~~balance ~~consolidated~~disclosed ~~financial~~above ~~statements.~~and ~~Following~~is not included in the Due ~~sale~~to Related Parties schedule; it does not include $39, we000 ~~ceased~~owed ~~development~~to the former CFO of ~~our~~the ~~ridesharing~~Company. ~~and~~See ~~autonomous~~Note ~~vehicle~~5 ~~platform~~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

AtAs ~~December~~of ~~31, 2024, and~~ December 31, ~~2023~~2025, ~~the~~we ~~Company~~ had $0cash ~~and~~of $017,675 compared ~~cash~~ to ~~execute~~$0 ~~its~~at ~~business plan. At~~ December 31, 2024,. ~~and~~While ~~December~~cash ~~31,~~increased ~~2023~~by $17,675 during the ~~Company had~~year, ~~accumulated~~our aliquidity ~~deficit~~position ofremains ~~$2,799,154~~severely ~~and $2,851,996~~constrained. We ~~The~~had ~~working~~current ~~capital~~liabilities ~~deficits as~~ of ~~December 31~~$1, ~~2024~~112,845 ~~and~~at ~~2023~~December ~~were $746~~31,~~001~~ ~~and $846~~2025,~~618.~~ Weresulting ~~have~~in ~~previously~~a ~~raised~~working capital ~~through~~deficit ~~debt~~of ~~financing~~$1, ~~advances from related parties~~087, ~~and private placements of our common stock to meet operating needs~~070.

~~Since~~Our ~~its~~current ~~inception, the Company has sustained losses and negative~~ cash ~~flows~~balance ~~from~~is ~~operations.~~insufficient ~~The 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~~our ~~December~~short-term ~~31, 2023~~obligations. ~~The~~We ~~Company~~do ~~had~~not nohave ~~revenues~~sufficient orliquidity ~~cash flow from operations in the past fiscal year ended December 31, 2024. The Company continues~~ to ~~experience~~fund ~~negative~~our ~~cash flows from~~ operations ~~and the ongoing requirement~~ for ~~substantial additional capital investment to develop its financial technologies. We expect to conduct~~ the ~~planned~~next ~~operations for~~ twelve months ~~using~~without ~~currently available capital resources. The Management anticipates~~ raising ~~significant~~ additional capital ~~to accomplish its growth plan over twelve (12) months. We do not have any plans~~ or ~~specific~~generating ~~agreements~~revenue ~~for~~from ~~new~~our ~~funding sources~~operations. The 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.

9Historical Sources of Liquidity

WeDuring ~~have~~the noyear ~~plant~~ended orDecember ~~significant~~31, ~~equipment~~2025, toour ~~sell,~~primary ~~and~~sources weof docash ~~not intend to purchase any plant or significant equipment within the next 12 months.~~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.

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

AsThe ofaccompanying ~~December~~consolidated ~~31,~~financial ~~2024, the Company had an accumulated deficit of~~statements ~~$2,799,154~~have ~~and~~been ~~has~~prepared ~~not~~assuming ~~yet~~the ~~generated~~Company ~~any~~will ~~revenues~~continue toas ~~achieve~~a ~~positive~~going ~~cash~~concern, ~~flow~~which ~~from~~contemplates ~~operations~~the ~~sufficient~~realization toof ~~cover~~assets ~~ongoing~~and ~~expenses.~~the satisfaction Asof aliabilities ~~result, our independent auditors included an explanatory paragraph~~ in ~~their report on~~ the ~~audited~~normal ~~financial~~course ~~statements~~of ~~for~~business. ~~the~~As ~~fiscal years~~of ~~ended~~ December 31, ~~2024~~2025, ~~and 2023, expressing substantial doubt about~~ the Company’s ~~ability to continue as a going concern.~~had:

~~Our~~· ~~financial~~Cash ~~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~~$17, ~~which may be necessary if the Company is unable to continue operations.~~675

~~Management~~· ~~has~~Working ~~evaluated~~capital ~~the~~deficit ~~Company’s ability to meet its obligations over the next twelve months by considering a range~~ of ~~factors~~$1, ~~including general economic conditions~~087, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2024, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.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

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

WeAll ~~have~~patents, ~~patented~~trade ~~technologies with a focus on artificial intelligence (“AI”)~~secrets, ~~machine learning with optimization~~software, and ~~Smart Deployment algorithms. It involves anticipating~~intangible ~~passenger~~assets ~~demand~~were ~~and~~sold ~~dispatching cars in advance~~ to ~~reduce~~Boumarang ~~wait times, increasing vehicle utilization, and decreasing costs~~Inc. Iton ~~includes a~~December ~~new and efficient system for tracking and charging customers with preferred rates~~31, ~~supply and demand rates, and “specific” community engagement~~2024.

~~Patent~~The ~~expenses,~~Assets ~~primarily~~included ~~consisting~~patents, oftrade ~~patent~~secrets, software, ~~filing~~prototypes, ~~fees~~applications, ~~have~~customer ~~been~~lists, ~~capitalized~~goodwill, ~~and~~business ~~are~~names, ~~presented~~and asall anassociated ~~asset~~intellectual onproperty ~~our balance sheet~~rights. WeIn ~~amortize~~consideration of ~~our~~the ~~patent~~sale, ~~assets~~the ~~over~~Company ~~the~~received ~~remaining life~~2,906,977 shares of ~~the~~Boumarang ~~patent~~common stock, ~~which~~valued isat ~~approximately 10 years~~$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.

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 ~~Company~~amendments ~~has~~expand ~~implemented~~segment ~~all~~disclosure ~~new~~requirements, including ~~accounting~~for entities with a single reportable segment. The standard is effective for fiscal years beginning after December 15, 2023. ~~pronouncements~~The ~~that~~Company ~~are~~adopted inASU ~~effect~~2023-07 ~~and~~effective ~~may~~January ~~impact~~1, 2024. The Company operates as a single reportable segment, and its chief operating decision maker reviews consolidated financial ~~statements.~~results Itand ~~does~~allocates ~~not~~resources ~~believe~~on ~~that~~a ~~any~~consolidated ~~other~~basis. ~~new~~All ~~accounting~~required ~~pronouncements~~disclosures are presented ~~have~~on ~~been~~a ~~issued~~consolidated ~~that~~basis ~~could~~throughout these financial statements. Adoption did not have a material impact on ~~its~~the Company's financial ~~position~~statements beyond ~~and~~these ~~results of operations~~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 ~~SUPPLEMENTARY~~SUPPLEMENTAL DATA.

The financial statements and supplementary data required by this item are included following the signature page of this Annual Report.

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, ~~Joseph~~Yessenia ~~Grimes~~Hernandez who serves as our principal executive officer, and our Chief Financial Officer, ~~Don~~and ~~Smith who serves as~~ our principal ~~accounting~~ accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. ~~Messrs~~Mrs. ~~Grimes~~Hernandez ~~and Smith~~ 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, ~~2023~~2025. Based on their evaluation, ~~Messrs~~Mrs. ~~Grimes~~Hernandez ~~and Smith~~ 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, ~~2023~~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~~ conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements ~~included~~ included in this report fairly present, in all material respects, our financial position, results of operations, and cash flows for the ~~periods~~ 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~~ internal control over financial reporting as of December 31, ~~2023~~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.

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, ~~2023~~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~~ over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31, ~~2023,~~ 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~~ quarter ended December 31, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable to the Company.

1315

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
Adam Clode	Chief Executive Officer and Director	February 6, 2025	45
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
John McMullen	Director	February 6, 2025	53

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~~ 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:

~~Adam~~Yessenia ~~Clode~~Hernandez, age 37: MrMs. ~~Clode~~Hernandez has ~~served as Chief~~ ~~Executive~~been ~~Officer~~serving ~~and~~the ~~director~~Company ofas ~~Tribal~~its ~~Rides~~Chief ~~International~~Executive ~~Corp.~~Officer since ~~February~~November 2025. ~~From~~Ms. Hernandez ~~June~~originally ~~2016~~joined toSupa Food ~~December~~Services LLC’s ~~2020,~~(SUPA heFood) ~~served~~executive leadership team in 2023 as Chief ~~Executive~~Marketing Officer, ofbringing ~~RotoGro,~~more ~~overseeing~~than ~~global~~ten years ~~operations~~of ~~with~~experience in ~~responsibilities~~fast-moving ~~that~~consumer ~~included~~goods ~~project~~(FMCG) ~~delivery~~brand management, ~~corporate finance~~marketing, ~~licensing~~ and ~~regulatory~~product ~~matters,~~development. Her ~~mergers~~career spans leadership positions in both the United States and ~~acquisitions~~South America, with a focus on building transformational and ~~investor~~sustainable ~~relations~~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.

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 ~~of Directors~~ believes Mr. Clode’s is qualified to serve as Chief Executive Officer and director based on his demonstrated leadership experience inas ~~international~~CEO ~~business~~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, ~~provides~~combined with his engineering ~~valuable~~background, provide the strategic, operational, and technical expertise necessary to execute the Company’s asbusiness itstrategy. ~~executes~~Mr. ~~its~~Clode’s experience ~~business~~in ~~strategy~~licensing, regulatory compliance, and capital markets positions him to effectively navigate the Company’s growth initiatives and stakeholder relationships.

Candice Beaumont: Ms. Beaumont has served as a director of Tribal Rides International Corp. since [appointment date]. 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.17

14Candice 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’s ~~extensive~~is qualified to serve as a director based on her extensive experience in private equity, and venture capital, ~~global~~including ~~asset~~her ~~allocation~~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 ~~corporate~~investments, ~~governance~~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 toenhances the Board’s oversight of the Company’s financial strategy, growth opportunities, and shareholder value creation.

John McMullen: Mr. McMullen ~~has~~had served as a director of ~~Tribal~~the ~~Rides~~Company ~~International~~from ~~Corp.~~February ~~since~~2025 ~~February~~to November 2025. He is currently Vice President of Operations at Vinanz Ltd. (since ~~January~~ January 2025) and Vice President of Operations at The London Bitcoin Company (since January 2025), where he oversees operational strategy ~~and~~ 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.

The Board believes that Mr. McMulen’s extensive experience in operations, technology management, and leadership roles across the fintech and blockchain sectors provides the Company with valuable expertise.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Family Relationships

There are no family relationships between any of our directors and executive officers.

Director Independence

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.

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.

During the year ended December 31, 2022, Joseph Grimes had an obligation to file Form 4; however, Form 3 was not filed in a timely manner. Additionally, Joseph Grimes and Steven Ritacco each had an obligation to file a Form 4; however, the Form 4s were not filed in a timely manner.

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, ~~2024~~2025, and ~~2023~~2024.

Summary Compensation Table

Name and principal position	Year	Salary ($)	Stock Awards ($)	Total ($)
Joseph Grimes, Chief Executive Officer	2024	0	0	0
Yessenia Hernandez, Chief Executive Officer	2025	10,000	–	10,000
	2023	0	0	0
	2024	–	–	–
Don Smith, Chief Financial Officer	2024	0	0	0
Joseph Grimes, Chief Executive Officer (1)	2025	–	–	–
	2023	0	0	0
	2024	–	–	–
Steven Ritacco, Chief Technology Officer	2024	0	0	0
Don Smith, Chief Financial Officer (1)	2025	–	–	–
	2023	0	0	0
	2024	–	–	–
Steven Ritacco, Chief Technology Officer (1)	2025	–	–	–
	2024	–	–	–

(1)	As of December 31, 2023, $39,000 of Mr. Smith’s salary was accrued and unpaid.
(2)	As of December 31, 2023, $16,000 of Mr. Ritacco’s salary was accrued and unpaid.

⁽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, ~~2024~~2025, there ~~was~~ was no compensation awarded to, earned by, or paid to our directors who are not named executive officers for all services rendered in ~~their~~ their capacities to our Company.

Insider Trading

The Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities, applicable to the Company, its officers and directors, as well as our employees who have regular access to material, non-public information about the Company in the normal course of their duties. Our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Granting of Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company does not grant equity awards in anticipation of the release of material nonpublic information ("MNPI") that is likely to result in changes to the price of our common stock, and does not time the public release of such information based on award grant dates. The Board of Directors has not established policies or practices, whether written or otherwise, regarding the timing of option grants or other equity awards in relation to the disclosure of MNPI. The Board does not take MNPI into account when determining the timing and terms of any stock option or other equity award to executive officers or directors.

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~~ forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of ~~our~~ 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~~ and (iii) named executive officers, executive officers, and directors of the Company as a group as of ~~April~~December 1731, ~~2024~~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 39290,~~935~~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)	~~Percent of Class(1)~~
Named Executive Officers and Directors				0.00%
Joseph Grimes		21,646,167	(2)			59.76%
Yessenia Hernandez	–			0.00%
Sanjay Prasad		1,466,667	(3)			4.05%
Hunter Gaylor	–			0.00%
Steven Ritacco		1,643,332	(4)			4.48%
Adam Clode	–			0.00%
Don Smith		1,436,665	(5)			3.93%
Candice Beaumont	–			0.00%
Executive Officers, Named Executive Officers, and Directors as a Group (4 Persons)		26,192,831				70.35%
John McMullen	–			0.00%
Aika Patel 2235 FREDRICK DGLSS 2D NEW YORK NY 10027		2,300,000				6.36%
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 ~~April~~December 1731, ~~2023~~2025.

17(2) Does not include 1,579,500 shares owned by Tribal Rides, Inc., of which Mr. Grimes is Chief Executive Officer.

(2)	Includes 1,579,500 shares owned by Tribal Rides, Inc., of which Mr. Grimes is Chief Executive Officer. Also includes options to purchase 66,667 shares of the Company’s Common Stock, which have vested.
(3)	Includes options to purchase 66,667 shares of the Company’s Common Stock, which have vested.
(4)	Includes options to purchase 66,667 shares of the Company’s Common Stock, which have vested. Includes 269,999 shares, which have vested but have yet to be issued. Additionally, the award includes 166,666 shares, which will vest within 60 days of April 17, 2023.
(5)	Includes 269,999 shares, which have vested but have yet to be issued. Additionally, the award includes 166,666 shares, which will vest within 60 days of April 17, 2023.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

For transactions with our executive officers, ~~please~~ 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. ~~Prasad~~Gaylor and ~~Ritacco~~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, ~~2023~~2025 and December 31, ~~2022~~2024 were $620,~~500~~425 and $296,~~827~~500. ~~There will be a fee of $10,750 for the 2024 audit.~~

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, ~~2024~~2025, and ~~2023~~2024.

Tax Fees

No fees were billed for professional services ~~rendered~~ rendered by our principal accountants for tax compliance, tax advice, and tax planning in the years ended December 31, ~~2024~~2025, and ~~2023~~2024.

All Other Fees

There were no other fees billed for products or ~~services~~ services provided by the principal accountants, other than those previously reported above, for the years ended December 31, ~~2024~~2025, and ~~2023~~ 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.

1922

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, ~~2024~~2025, and ~~2023~~2024

Audited Statements of Operations for the years ended December 31, ~~2024~~2025, and ~~2023~~2024

Audited Statements of Changes in Stockholders’ Deficit for the years ended December 31, ~~2024~~2025, and ~~2023~~2024

Audited Statements of Cash Flows for the years ended December 31, ~~2024~~2025, and ~~2023~~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

31.1

Rule 13a-14(a) Certification by Principal Executive Officer

31.2

Rule 13a-14(a) Certification by Principal Financial Officer

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)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101).

_________________

*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.

2023

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.

	TRIBAL RIDES INTERNATIONAL CORP.
	SUPA CONSOLIDATED INC.
Date: August 29, 2025	By:	/s/ Adam Clode
Date: March 24, 2026	By:	/s/ Yessenia Hernandez
		Adam Clode, Chief Executive Officer
		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/ Adam Clode	Chief Executive Officer and Director	August 29, 2025
/s/ Yessenia Hernandez	Chief Executive Officer and Director	March 24, 2026
Adam Clode
Yessenia Hernandez

2124

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7057)		F-21
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5968)		F-3
Balance Sheets at December 31, 2025, and 2024		F-3
Balance Sheets at December 31, 2024, and 2023		F-4
Statements of Operations for the years ended December 31, 2025, and 2024		F-4
Statements of Operations for the years ended December 31, 2024, and 2023		F-5
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025, and 2024		F-5
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024, and 2023		F-6
Statements of Cash Flows for the years ended December 31, 2025, and 2024		F-6
Statements of Cash Flows for the years ended December 31, 2024, and 2023		F-7
Notes to Financial Statements		F-7
Notes to Financial Statements		F-8

~~F-1~~25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of SUPA ~~Tribal~~Consolidated ~~Rides International Corp~~Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~Tribal~~Supa ~~Rides~~Consolidated ~~International Corp~~Inc. (the “‘Company”’) as of December 31, 2025, and 2024, and the related ~~statements~~consolidated statements of operations, changes in stockholders’ ~~deficit,~~ equity and cash flows for the ~~year~~years ~~then~~ 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 ~~the~~each ~~years~~of ~~then~~the period ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern ~~Matter~~

The accompanying consolidated financial statements have been prepared onassuming ~~the assumption~~ that the Company will continue as a going concern. As discussed in Note 2, to the ~~financial~~Company ~~statements,~~had ~~the~~an accumulated ~~Company~~deficit of $(3,083,718) and has nonot ~~revenue,~~yet ~~suffered~~generated ~~recurring~~revenues ~~losses~~to achieve positive cash flow from operations, ~~and~~sufficient ~~has~~to acover ~~net~~ongoing ~~capital~~expenses. These ~~deficiency~~matters ~~that~~raise ~~raises~~ substantial doubt about ~~its~~ the Company’s ability to continue as a going concern. Management’s plans ~~regarding~~with regard to these matters are also described in Note 2 to the financial statements. ~~The~~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 ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance ~~that~~about whether the financial statements are free ~~from~~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 ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement inof the financial statements, whether due to error or fraud, and performing procedures that ~~address~~respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~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 ~~audit~~audits ~~provides~~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) ~~involved~~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.

~~Going Concern Uncertainty~~F-1

AsIntangible ~~discussed~~Asset in Note 2 to the financial statements, the Company has no revenue, suffered recurring losses from operations, and has a net capital deficiency, that raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on obtaining additional working capital funding from its officers and sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~As ~~procedures~~disclosed ~~performed~~in Note 1 to ~~address~~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 ~~matter~~agreement, ~~included~~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 ~~inquired~~identified ofthe ~~executive~~Audit ~~officers, and key members~~ of ~~management, of~~ the ~~Company~~valuation ~~regarding~~of ~~factors that would have an impact on~~ the intangible ~~Company’s~~assets ~~ability to continue~~ as a ~~going~~critical ~~concern.~~audit §matter Webecause ~~evaluated management’s plan for addressing~~ the ~~adverse~~amount ~~effects~~is ofmaterial ~~the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing~~ to ~~actual results of prior periods and actual results achieved to date, and utilizing our knowledge of~~ the ~~entity~~audit, ~~its business~~ and management inassumptions/estimations ~~considering~~were used ~~liquidity~~in ~~needs~~arriving ~~and~~at the ~~Company’s~~amount ~~ability to generate sufficient cash flow. § We assessed the possibility~~ of ~~raising additional debt or credit through confirmation with related and third parties of~~ the ~~details~~shares ofissued ~~arrangements~~as toconsideration ~~provide~~for ~~or maintain financial supports. § Inquiry of~~ the ~~Company’s~~acquired ~~legal counsel about litigation, claims, and assessments~~assets. § We evaluated the completeness and accuracy of disclosures in the consolidated financial statements. § Weevaluated management’s judgements and assumptions used to assess the Company’s ability to continue as a going concern.

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

LAO PROFESSIONALS

(PCAOB ID 7057)

We have served as the Company’s auditor since 2025

Lagos, Nigeria

~~August~~March 2924, ~~2025~~2026

F-2

~~Report~~SUPA ofCONSOLIDATED ~~Independent Registered Public Accounting Firm~~INC.

The Board of Directors and Stockholders of

TRIBAL RIDES INTERNATIONAL, CORP.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Tribal Rides International Corp (the ‘Company’) as of December 31, 2023, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(2,851,996), net loss of $(185,918) and a negative working capital of $(846,618). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards 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

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) involved 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.

/s/ Olayinka Oyebola

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

Lagos, Nigeria

We have served as the Company’s auditor since 2024.

September 20, 2024

F-3

TRIBAL RIDES INTERNATIONAL CORP.

BALANCE SHEETS

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	–17,675		$	–
Prepaid expenses		–8,100			~~35,700~~–
Total current assets		–25,775			~~35,700~~–
Software and equipment, net		–40,809			~~136,284~~–
Patents, net		–			6,173
Intangible assets, net		84,191			–
Investment in drone delivery		5,000,000			–
Equity investment — Boumarang Inc.		5,000,000			5,000,000
Total noncurrent assets		5,~~000~~125,000			~~142~~5,~~457~~000,000
Total Assets	$	5,~~000~~150,~~000~~775		$	~~178~~5,~~157~~000,000
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	66,430		$	237,657
Accounts payable	$	72,987		$	66,430
Deferred revenue		–			9
Notes payable		368,225			368,225
Notes payable		368,225			431,302
Accrued expenses		185,000			–
Accrued interests		~~148~~209,~~996~~433			–148,996
Due to related party		~~213~~277,~~350~~200			213,350
Total current liabilities		~~797~~1,~~001~~112,845			~~882~~797,~~318~~001
Total Liabilities		~~797~~1,~~001~~112,845			~~882~~797,~~318~~001
Commitments and contingencies		–			–
Stockholders’ equity (deficit):
Common stock, $0.00001 par value, 50,000,000 shares authorized; 39,935,500 and 39,935,500 shares issued and outstanding as of December 31, 2024, and 2023, respectively		399			396
Common stock, $0.00001 par value, 500,000,000 shares authorized; 290,835,500 and 39,935,500 shares issued and outstanding as of December 31, 2025, and 2024, respectively		2,908			399
Common stock to be issued, 2,766,667 and 4,624,000 shares as of December 31, 2024, and 2023, respectively		27			46
Common stock to be issued, 2,166,667 and 2,766,667 shares as of December 31, 2025, and 2024, respectively		21			27
Additional paid-in capital		7,~~001~~127,~~727~~224			27,~~147~~001,~~393~~727
Accumulated deficit		(23,~~799~~092,~~154~~223	)		(2,~~851~~799,~~996~~154	)
Total Stockholders’ Equity (Deficit)		4,~~202~~037,~~999~~930			~~(704~~4,~~161~~202,999	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	5,~~000~~150,~~000~~775		$	~~178~~5,~~157~~000,000

See accompanying Notes to Financial Statements

F-43

~~TRIBAL~~SUPA ~~RIDES~~CONSOLIDATED ~~INTERNATIONAL CORP~~INC.

STATEMENTS OF OPERATIONS

	Fiscal Year Ended December 31, 2024			Fiscal Year Ended December 31, 2023
	Fiscal Year Ended December 31, 2025			Fiscal Year Ended December 31, 2024
Operating expenses:
Selling and marketing	$	–		$	52–
General and administrative		88406,~~196~~982			~~137,791~~–
Total operating expense		88406,~~196~~982			~~137,843~~–
Operating loss		(88406,~~196~~982	)		~~(137,843~~–	)
Other income (expense):
Interest expense		(110,953	)		(48,075	)
Loss from discontinued operations		–			(88,196	)
Gain on Extinguishment of Derivative		18,227			–
Interest expense		(60,437	)		(110,953	)
Gain (loss) on extinguishment of debt		233,764			–
Gain on Extinguishment of Derivative		–			18,227
Total other income (expense)		141,038			(48,075	)
Gain (loss) on extinguishment of debt		174,350			233,764
Income (loss) before provision for income taxes		52,842			(185,918	)
Total other income (expense)		113,913			52,842
Income (loss) before provision for income taxes		(293,069	)		52,842
Provision for income taxes		–			–
Net loss	$	52(293,~~842~~069	)	$	~~(185~~52,~~918~~842	)
Weighted average shares basic and diluted		39166,~~935~~756,~~500~~654			39,935,500
Weighted average basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

See accompanying Notes to Financial Statements

F-54

~~TRIBAL~~SUPA ~~RIDES~~CONSOLIDATED ~~INTERNATIONAL CORP~~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, 2022		36,502,500		$	365			1,624,000		$	16		$	1,591,654		$	(2,020,406	)	$	(428,371	)
Balance – December 31, 2023		39,607,500		$	396			4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)
Shares issuable with PPM		–			2			1,000,000			10			37,488			–			37,500
Shares to be issued reversed		–			–			(1,874,559	)		(19	)		19			–			–
Warrant issuable with PPM		–			–			–			–			12,500			–			12,500
Shares issuance adjusted		328,000			3			–			–			(3	)		–			–
Shares issued or issuable for services		1,050,000			30			2,100,559			21			287,499			–			287,550
Equity investment — Boumarang Inc.		–			–			–			–			4,857,543			–			4,857,543
Stock award shares		3,200,000			10			(83,333	)		(1	)		274,991			–			275,000
Adjustment of AJB Small Note		–			–			–			–			(3,225	)		–			(3,225	)
Cancelled shares		(2,145,000	)		(21	)		–			–			21			–			–
Net loss		–			–			–			–			–			52,842			52,842
Gain (loss) on extinguishment of debt		1,000,000			10			–			–			(77,510	)		–			(77,500	)
Balance – December 31, 2024		39,935,500		$	399			2,766,667		$	27		$	7,001,727		$	(2,799,154	)	$	4,202,999
Previous years’ net loss adjustment		–			–			–			–			20,750			(645,672	)		(645,672	)
Net loss		–			–			–			–			–			(185,918	)		(185,918	)
Balance – December 31, 2023 (Audited)		39,607,500		$	396			4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)

	Common Stock				Common Stock To Be Issued						Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance – December 31, 2023		39,607,500	$	396		4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)
Balance – December 31, 2024		39,935,500	$	399		2,766,667		$	27		$	7,001,727		$	(2,799,154	)	$	4,202,999
Shares to be issued reversed		–		–		(1,874,559	)		(19	)		19			–			–
Shares issued for services		300,000		3		–			–			2,997			–			3,000
Shares issuance adjusted		328,000		3		–			–			(3	)		–			–
Shares issued for acquisition, valued at $0.0005 per share		250,000,000		2,500		–			–			122,250			–			125,000
Investment in drone technology		–		–		–			–			4,857,543			–			4,857,543
Shares issued to AJB Capital		600,000		6		(600,000	)		(6	)		–			–			–
Adjustment of AJB Small Note		–		–		–			–			(3,225	)		–			(3,225	)
Net loss		–		–		–			–			–			(293,069	)		(293,069	)
Net loss		–		–		–			–			–			52,842			52,842
Balance – December 31, 2025		290,835,500	$	2,908		2,166,667		$	21		$	7,127,224		$	(3,092,223	)	$	4,037,930
Balance – December 31, 2024 (Audited)		39,935,500	$	399		2,766,667		$	27		$	7,001,727		$	(2,799,154	)	$	4,202,999

See accompanying Notes to Financial Statements

F-65

~~TRIBAL~~SUPA ~~RIDES~~CONSOLIDATED ~~INTERNATIONAL CORP~~INC.

STATEMENTS OF CASH FLOWS

	Fiscal Year Ended December 31, 2024			Fiscal Year Ended December 31, 2023
	Fiscal Year Ended December 31, 2025			Fiscal Year Ended December 31, 2024
Cash flows from operating activities:
Net loss	$	52(293,~~842~~069	)	$	~~(185~~52,~~918~~842	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for services adjustment		3,000			–3
Gain on extinguishment of debt		(174,350	)		(233,764	)
Changes in operating assets/liabilities:
Accounts payable and accrued liabilities		(171,227	)		166,092
Prepaid expenses		(8,100	)		35,700
Prepaid expenses		35,700			–
Accounts payable		6,557			62,537
Deferred revenue		(9	)		–
Accrued expenses		185,000			–
Accrued interests		148,996			–
Deferred revenue		–			(9	)
Net cash used in operating activities		66,305			(19,826	)
Accrued interests		60,437			148,996
Due to related party		238,200			–
Net cash used in operating activities		17,675			66,305
Cash flows from investing activities:
Software & equipment		136,284			(9,424	)
Purchase of computer equipment		–			136,284
Patents, net		~~6,173~~–			6,173
Capital expenditures		(5,000,000	)		(9,424	)
Net cash used in investing activities		–			142,457
Net cash used in investing activities		(4,857,543	)		(9,424	)
Cash flows from financing activities:
Borrowings from related parties		–			49,909
Stock to be issued		–			(19	)
Stock to be issued		(19	)		–
Proceeds from note payable – non-related		–			(63,077	)
Proceeds from note payable – non-related		(63,077	)		65,000
Additional Paid in Capital		(6	)		(145,666	)
Additional Paid in Capital		4,854,334			555,739
Common stock issued for financing		6			–
Adjustment to Retained Earnings		–			(645,611	)
Net cash from financing activities		–			(208,762	)
Net cash from financing activities		4,791,238			25,037
Net change in cash		17,675			–
Net change in cash		–			(4,213	)
Cash, beginning of period		–			–
Cash, beginning of period		–			4,213
Cash, end of period	$	17,675		$	–
Cash, end of period	$	–		$	–
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	–		$	–
Supplemental disclosures of non-cash investing and financing activities:
Debt discount on convertible promissory note	$	–		$	–
Assets acquired in exchange for common stock:	$	–		$	–
Shares issuable on settlement of debt	$	–		$	–
Equity investment — Boumarang Inc.	$	–		$	(5,000,000	)
Investment in ICE machines	$	(40,809	)	$	–
Intangible assets	$	(84,191	)	$	–
Common stock issued for acquisition	$	125,000		$	–

See accompanying Notes to Financial Statements

F-76

~~TRIBAL~~SUPA ~~RIDES~~CONSOLIDATED ~~INTERNATIONAL CORP~~INC.

NOTES TO FINANCIAL STATEMENTS

1.	Organization and Business

Organization and Business

~~This~~On ~~transaction~~June ~~represented~~30, 2025, SUPA Consolidated Inc. (the ~~divestiture~~“Company”) ofentered ~~our~~into ~~historical~~a ~~transportation~~Share ~~technology~~Exchange ~~business~~Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the ~~first~~agreement, ~~step~~the inCompany ~~our~~issued ~~strategic~~250,000,000 ~~transition~~shares toof ~~pursue~~its ~~opportunities~~common instock, ~~the~~having ~~food~~a fair value of $0.0005 per share and a par ~~technology~~value ~~(“food~~of ~~tech”)~~$0.00001 ~~sector~~per share, for aggregate consideration of $125,000. ~~Following~~In exchange for the ~~asset~~equity ~~sale~~issuance, wethe ~~discontinued~~Company ~~development~~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 ~~our~~$121,200, ~~ridesharing~~previously incurred by SUPA. The acquired vending machines have been capitalized as property, plant, and ~~autonomous~~equipment, while ~~vehicle~~the ~~platform~~excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.

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.

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.

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.

F-8

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 $23,~~799~~092,~~154~~223 as of December 31, ~~2024~~2025. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

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 $017,675 and $0 at December 31, ~~2024~~2025, and ~~2023~~2024, respectively.

~~Internal~~Property ~~Use~~and ~~Software Development~~Equipment

WeProperty and equipment are stated at cost less accumulated depreciation. ~~account~~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 ~~costs~~maintenance and repairs is expensed as incurred. toExpenditure ~~develop~~that extends the useful life of an asset or ~~purchase~~adds ~~computer~~new ~~software~~functionality ~~for~~is capitalized. ~~internal~~Upon ~~use~~disposal inor ~~accordance~~retirement ~~with~~of ~~Accounting~~an ~~Standards~~asset, ~~Codification (“ASC”)~~the ~~350-40~~cost ~~“Internal-Use~~and ~~Software”~~related accumulated depreciation are removed from the accounts, and any resulting gain or ~~ASC~~loss ~~350-50~~is ~~“Website~~recognized ~~Costs”~~in the statement of operations. AsProperty ~~required~~and byequipment 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 ~~350-40~~360, weProperty, ~~capitalize~~Plant, and Equipment. An impairment loss is recognized when the ~~costs~~carrying ~~incurred~~amount ~~during~~of an asset exceeds the ~~application~~sum ~~development~~of ~~stage,~~the ~~which~~undiscounted ~~include~~future cash ~~costs~~flow expected to ~~design~~result ~~the~~from ~~software~~its ~~configuration~~use and ~~interfaces~~eventual disposition. No impairment was identified for the year ended December 31, 2025. ~~coding,~~The ~~installation,~~depreciation ~~and~~will ~~testing~~begin from the date assets are placed into service.

~~Costs incurred during the preliminary project stage, as well as the post~~F-implementation stages of internal use of computer software, are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.8

Intellectual Property

WeAll ~~have~~patents, ~~patented~~trade ~~technologies with a focus on artificial intelligence (“AI”)~~secrets, ~~machine learning with optimization~~software, and ~~Smart Deployment algorithms. It involves~~intangible ~~anticipating~~assets ~~passenger~~were ~~demand~~sold ~~and dispatching cars in advance~~ to ~~minimize~~Boumarang ~~wait times, maximize vehicle utilization, and reduce costs~~Inc. It ~~includes~~on aDecember ~~new and efficient system for tracking and charging customers with preferred rates~~31, ~~supply and demand rates, and “specific” community engagement~~2024. ~~Our technology may also be subject to protection by other intellectual property laws, including copyright and trade secrets.~~

~~F-9~~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.

Patent expenses, primarily consisting of patent filing fees, have been capitalized and are presented as an asset on our balance sheet. We amortize our patent assets over the remaining life of the Patent, which is approximately ten (10) years.

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, ~~2024~~2025, and ~~2023~~2024 (level 3 inputs are not applicable):

Schedule of fair value hierarchy of assets and liabilities measured at fair value in the financial statements
	Fair Value Measurement Using
	Level 1		Level 2
Year ended December 31, 2024:
Year ended December 31, 2025:
Liabilities:
Due to related parties – recognized at fair value (1)	$	~~213~~277,~~350~~200	$	–
Year ended December 31, 2024:
Liabilities:
Due to related parties – recognized at fair value (1)	$	213,350	$	–

____________

(1)	The amounts due to related parties contain no interest provision. Any imputed interest is immaterial.

During the years ended December 31, ~~2024~~2025, and ~~2023~~2024, there were no transfers between Levels 1, 2, or 3.

F-109

Financial risk factors

As our ~~software~~commercial ~~platform has~~ice ~~not~~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 ~~any~~significant market, or credit risk. However, orthe Company is subject to liquidity risk given its working capital deficit of $1,087,070, cash balance of $17,675, and reliance on related-party advances to fund ongoing operations. The Company's ability to meet its obligations as they become due is dependent on its ability to raise additional capital or generate revenue from its vending operations.

Long-lived Assets

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.

Common Stock Issued for Services

F-11

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.

Net Loss Per Share

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~~ common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. ~~Diluted~~ Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of December 31, ~~2024~~2025, ~~and 2023,~~ we had no potentially dilutive shares. For the fiscal year ending December 31, 2024, the Company had a net income of $52,842, giving the effect of dilutive common shares.

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 single 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

WeAdopted ~~have~~standards: ~~reviewed~~The ~~all~~Company ~~accounting pronouncements~~adopted ~~recently~~ASU ~~issued~~2023-07, Segment byReporting ~~FASB~~ (~~including~~Topic ~~its~~280): ~~Emerging~~Improvements ~~Issues~~to ~~Task~~Reportable ~~Force)~~Segment Disclosures, ~~the~~effective ~~AICPA~~January 1, ~~and~~2024, ~~the~~for ~~SEC~~fiscal years beginning after December 15, ~~and~~2023. ~~have~~The ~~determined~~standard ~~that~~expands ~~they are~~segment ~~either~~disclosure ~~not~~requirements, ~~applicable~~including orfor ~~are~~entities ~~not~~with ~~believed~~a tosingle reportable segment. Adoption did not have a material impact on ~~our~~the ~~present~~Company's ~~or future~~ 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

OnSoftware ~~December 31, 2024, the Company sold all of its assets, including patents, software,~~ and equipment, tonet ~~Boumarang~~consists ~~Inc.~~of ~~As a result, no software or equipment remained on~~ the ~~balance sheet as of December 31, 2024.~~following:

Software and equipment, net consists of the following as of December 31:


	December 31, 2025		December 31, 2024
Software for internal use	$	–	$	–
Equipment		40,809		–
Less accumulated depreciation and amortization		–		–
	$	40,809	$	–

Schedule of software and equipment, net
	2024		2023
Software for internal use	$	–	$	134,133
Equipment		–		3,479
		–		137,612
Less accumulated depreciation and amortization.		–		(1,328	)
	$	–	$	136,284

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 $137,612 of such costs, representing expenses incurred during the application development stage, which included costs for designing and programming the software configuration and interfaces, coding, installation, and testing. The software was not placed into service prior to its disposal. On December 31, 2024, the Company sold all of its software and equipment, along with its patents, to Boumarang Inc. Accordingly, no amortization was recorded, and no software or equipment remained on the balance sheet as of December 31, 2025, and December 31, 2024.

F-1211

~~The~~On ~~Company~~June ~~did~~30, ~~not~~2025, ~~record~~the Company entered ~~any~~into ~~depreciation~~a orShare ~~amortization~~Exchange ~~expense~~Agreement inwith ~~2024~~SUPA asFood Services LLC, a privately held Wyoming limited liability company and related party. In exchange for the ~~assets~~equity ~~were~~issuance, ~~disposed~~the ofCompany onacquired: ~~December~~1,157 commercial 31ice/water vending machines, ~~2024~~valued at $40,809 based on supporting purchase invoices.

~~Beginning~~Depreciation inand ~~the fourth quarter~~amortization of ~~2021,~~software ~~we began developing our digital transportation enablement~~ and ~~enhancement~~equipment ~~platform~~amounted ~~for~~to ~~customer use. During the year ended December 31, 2023, we capitalized~~ $~~137,612~~0 ~~of such costs, representing expenses incurred during the application development stage, which included costs~~ for ~~designing and programming~~ the ~~software~~fiscal ~~configuration~~year ~~and~~ended ~~interfaces, coding, installation, and testing. The software was not placed into service prior to its disposal. On~~ December 31, ~~2024~~2025, ~~the Company sold all of its software~~ and ~~equipment~~2024, ~~along with its patents, to Boumarang Inc~~respectively. ~~Accordingly, no amortization was recorded, and no software or equipment remained on the balance sheet as of December 31, 2024.~~

Equipment consists of computers.

Depreciation and amortization of software and equipment amounted to $0 for the years ended December 31, 2024, and 2023, respectively.

4.	Patents

WeOn ~~have~~December ~~patented technologies with a focus on artificial intelligence (“AI”)~~31, ~~machine learning with optimization~~2024, ~~and~~the ~~Smart~~Company ~~Deployment~~sold ~~algorithms.~~all ~~The~~of ~~technologies~~its ~~involve~~patents, ~~anticipating~~along ~~passenger~~with ~~demand~~software and ~~dispatching~~equipment, ~~cars in advance~~ to ~~reduce~~Boumarang ~~wait~~Inc. ~~times~~Accordingly, ~~increase~~no ~~vehicle~~patents ~~utilization,~~remained ~~and~~on ~~decrease costs.~~the Itbalance ~~includes~~sheet aas ~~new~~of ~~and~~December ~~efficient system for tracking and charging customers with preferred rates~~31, ~~supply and demand rates~~ 2025, and ~~“specific” community engagement~~2024.

We currently own the following patents, which have been issued and which are pending:

	·	U.S. Patent 9984574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014.
	·	U.S. Patent 11217101, issued January 4, 2022, claims priority to provisional application filed on January 21, 2014.

The software platform underlying the patents has not generated any revenue to date, and there is no assurance that revenue will be generated from these patent technologies. As a result, we have recorded the patent assets at the cost of patent fees and other expenses incurred to produce and file the patents. During the years ended December 31, 2024, and 2023, we recorded patent amortization expense of $0 and $406, respectively.

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, 2024.

5.	Related Parties Transactions

Due to Related Parties

Amounts owed to related parties ~~as of December 31, 2024, and 2023~~ are as follows:

Schedule of amounts owed to related parties
Schedule of related party payables
	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Joe Grimes	$	151,061	$	151,061
Spark Capital(1)	$	238,200	$	–
Sanjay Prasad		7,289		7,289
Joe Grimes		–		151,061
Sanjay Prasad		–		7,289
Don Smith		39,000		39,000
KeptPrivate.com		~~16,000~~–		16,000
	$	~~213~~277,~~350~~200	$	213,350

~~F-13~~(1) Amounts above represent loan advances and payables arising from prior officer and vendor relationships. The $180,000 consulting accrual payable to Spark Capital Investments, LLC, is classified separately in accrued expenses on the balance sheet and is not included in the schedule above. See Related Party Consulting (Spark) below.

~~Mr. Grimes was the CEO and Director, as well as our largest shareholder until February 2025.~~F-12

~~Mr.~~Related ~~Prasad,~~Party ~~one~~Loan ~~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.~~(Spark)

~~Mr.~~On ~~Smith~~June ~~was~~30, ~~our~~2025, ~~CFO~~the ~~and~~Company entered into a isShare Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to anthe ~~employment~~ agreement, ~~dated~~the ~~November~~Company 17issued 250,000,000 shares ~~2021~~of its common stock, ashaving ~~amended~~a fair value of $0.0005 per share and a par value of $0.00001 per share, ~~with~~for ~~our~~aggregate consideration of $125,000. As part of the consideration, the Company assumed a related party loan obligation of $121,200, previously ~~under~~incurred ~~which~~by MrSUPA. ~~Smith~~The isrelated toparty ~~receive~~further ~~monthly~~loaned $117,000 ~~cash~~for ~~payments~~working ofcapital and general corporate development. The total loan amount outstanding from the related party is $3238,~~500~~200 as of December 31, 2025, included in the Due to Related Parties schedule.

~~Mr.~~The ~~Steven~~terms ~~Ritacco,~~and ~~the~~conditions ~~Director~~ of ~~our Company, owns KeptPrivate.com. His company provides services related to~~ the ~~development~~assumed ofloan ~~our digital transportation enablement~~(interest ~~and~~rate, ~~enhancement platform~~maturity, ~~the~~repayment) ~~costs~~remain ofunder ~~which~~negotiation ~~are~~and ~~included~~were inundetermined ~~Software~~as ~~and~~of ~~Equipment,~~December ~~net~~31, on2025. Accordingly, the ~~accompanying~~loan ~~Balance~~has ~~Sheet.~~been ~~The amount~~recorded ~~charged~~as bya ~~KeptPrivate.com,~~related ~~$16,000,~~party ~~was~~payable ~~unpaid~~in ~~and~~current ~~recorded~~liabilities, as athe ~~general~~loan ~~and~~is ~~administrative~~demand-repayable, ~~expense~~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 $180,000, all of which have been accrued and are included in accrued expenses on the balance sheet as of December 31, 2025. 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. The Company also owes $5,000 to Yessenia Hernandez for her services as an officer of the Company and is included in the accrued expenses.

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, $16,000, was unpaid and recorded as a general and administrative expense. Mr. Ritacco resigned as the CTO and Director of the Company in February 2025.

Amounts due to related parties bear no interest, are unsecured, and are repayable on demand. Imputed interest on amounts owed is immaterial.

6In February 2025, the Company entered into a Release and Settlement Agreement with Mr. ~~Notes~~Grimes, ~~Payable~~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 $174,350. Effective with the execution of the Agreement, related parties irrevocably waived and relinquished the outstanding balance, and the Company agreed to provide a full release, including indemnification, for any and all personal obligations that related parties may have had arising from their prior service as a director and/or officer. This transaction was accounted for as an extinguishment of a related-party payable, with the corresponding gain recognized in Other Income on the Consolidated Statement of Operations for the fiscal year ending December 31, 2025.

~~Notes~~Asset ~~payables~~Acquisition ~~consist~~and Assumption of ~~the~~Related ~~following at December~~Party ~~31, 2024, and 2023:~~Loan

Schedule of notes payable
	December 31, 2024			December 31, 2023
Convertible promissory note	$	320,000		$	320,000
Less debt discount		–			–
Accrued interest		64,000			33,000
Promissory notes		103,075			103,075
Subtotal		487,075			456,075
Less current portion		(487,075	)		(456,075	)
Long-term portion	$	–		$	–

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 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.

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 $84,191 and will be amortized on a straight-line basis over five years. Management preliminarily estimates these to be definite-lived intangibles under ASC 350.

7.	Notes Payable

Notes payables consist of the following at December 31, 2025 and 2024:

Convertible Promissory Note (AJB Note)

OnNotes ~~November~~payable ~~10,~~consist ~~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 $290,000. The Note carried an original issue discount (“OID”) of $29,000 along with a requirement to pay $16,550 in expenses. The total of $45,550 was recorded as a debt discount. As a result, we received net proceeds of approximately $244,500 upon execution of the Note. The Note was originally scheduled to mature on May 10, 2022, subject to a six-month extension at our Company’s request. The Note accrued interest at 10% per annum from the Issue Date with monthly interest payments due at the beginning of each month. If extended, interest increased to 12% per annum, and in the event of default, interest accrues at 20% per annum. All of our Company’s assets secure the Note.following:

In addition to the issuance of the Note, we were obligated to issue to the Lender, as a commitment fee, 1,320,000 restricted shares of our common stock (the “Commitment Shares”) and a warrant to purchase 750,000 shares of our common stock (the “Original Warrant”). The Original Warrant was exercisable at $1.00 per share and expired three years after the Issue Date. The Commitment Shares and Original Warrant were issued in February 2022.

Schedule of notes payable
	December 31, 2025			December 31, 2024

AJB promissory note	$	320,000		$	320,000
Less debt discount		–			–
AJB accrued interest		205,933			145,496
Promissory notes		48,225			48,225
Accrued interest		3,500			3,500
Subtotal		577,658			517,221
Less current portion		(577,658	)		(517,221	)
Long-term portion	$	–		$	–

F-14

OnConvertible ~~May~~Promissory ~~22, 2022, the~~ Note ~~was~~(AJB extended for six 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 600,000 restricted shares of common stock, valued at $150,000, or $0.25 per share. We recorded this as a loss on extinguishment of debt, as it represented a major modification.Notes)

On ~~January~~November 3110, ~~2023~~2021 (the “Issue Date”), we entered into a Securities Purchase Agreement (the ~~Lender~~“SPA”) ~~agreed~~with toAJB ~~extend~~Capital Investments, LLC (the “Lender”) for the purchase of a Convertible Promissory Note's ~~maturity~~(the ~~date~~“Note”) in the principal amount of $290,000. The Note carried an original issue discount (“OID”) of $29,000 along with a requirement to ~~August~~pay 31$16,550 ~~2023~~in expenses. InThe ~~exchange~~total of $45,550 was recorded as a debt discount. As a result, we ~~issued~~received 1net proceeds of approximately $244,~~000,000~~500 ~~restricted~~upon ~~shares~~execution of ~~common~~the ~~stock~~Note. ~~valued~~The atNote ~~$110~~was originally scheduled to mature on May 10,~~000~~ 2022, ~~or $0~~subject to a six-month extension at our Company’s request.11 ~~per~~The ~~share,~~Note ~~based~~accrued oninterest at 10% per annum from the ~~market~~Issue ~~price~~Date with monthly interest payments due at the ~~date~~beginning of ~~acceptance~~each month. ~~This~~If ~~amount~~extended, ~~was~~interest ~~recorded~~increased asto a12% ~~loss~~per onannum, and ~~extinguishment~~in the event of ~~debt~~default, interest accrues at 20% per annum. ~~The shares~~All ~~were~~of ~~issued~~our inCompany’s ~~April~~assets ~~2023~~secure the Note.

OnIn ~~May~~addition ~~23,~~to ~~2023,~~issuing the ~~Lender~~Note, ~~advanced~~we anwere ~~additional~~obligated ~~$30,000,~~to ~~and~~issue ~~the~~to ~~principal of~~ the ~~Note~~Lender, ~~was~~as ~~increased~~a tocommitment $fee, 1,320,000. Inrestricted ~~consideration~~shares of ~~this~~our ~~modification,~~common westock ~~issued~~(the a“Commitment ~~replacement~~Shares”) ~~warrant~~and a warrant to purchase 750,000 shares of our common stock ~~at $0.25 per share, expiring five years from~~ (the ~~Issue Date, which replaced the~~ “Original Warrant”). The ~~replacement~~Original ~~warrant~~Warrant was ~~valued~~exercisable ~~using~~at $1.00 ~~the~~per ~~Black-Scholes~~share ~~method,~~ and weexpired ~~recorded~~three ayears ~~$187,500~~after ~~gain~~the onIssue ~~extinguishment~~Date. ofThe ~~debt,~~Commitment asShares ~~the~~and ~~modification represented~~Original aWarrant ~~substantial~~were ~~change~~issued in ~~terms~~February 2022.

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 600,000 restricted shares of common stock, valued at $150,000, or $0.25 per share. We recorded this as a loss on extinguishment of debt, as it represented a major modification.

On January 31, 2023, the Lender agreed to extend the Note’s maturity date to August 31, 2023. In exchange, we issued 1,000,000 restricted shares of common stock valued at $110,000, or $0.11 per share, based on the market price at the date of acceptance. This amount was recorded as a loss on extinguishment of debt. The shares were issued in April 2023.

On May 23, 2023, the Lender advanced an additional $30,000, and the principal of the Note was increased to $320,000. In consideration of this modification, we issued a replacement warrant to purchase 750,000 shares of common stock at $0.25 per share, expiring five years from the Issue Date, which replaced the Original Warrant. The replacement warrant was valued using the Black-Scholes method, and we recorded a $187,500 gain on the extinguishment of debt, as the modification represented a substantial change in terms.

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 $3,225 at a 10% interest rate.

The lender extended the AJB notes until June 30, 2026.

F-15

Interest Expense

During the years ended December 31, ~~2024~~2025, and ~~2023,~~ 2024, interest expense on the Note amounted to approximately $64205,~~000~~933 and $33145,~~000~~496, respectively. The increase in ~~2024~~2025 reflects accrual of default interest at 20% per annum on the amended principal balance of $320,000 following the May 23, 2023, modification.

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 $25,000. The unsecured note bore interest at 6% per annum and was repayable one year from its date of issue, or April 28, 2024. The note, plus any accrued and unpaid interest, was convertible at the option of the holder at any time prior to maturity into shares of our common stock at a conversion price equal to the average closing price of our common stock over the ninety trading days prior to the date of conversion.

The conversion provisions contained an embedded ~~derivative~~ derivative feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative liability of $11,180, with subsequent remeasurement through ~~March~~June 3130, 2024, resulting in an increased balance of $18,227. Because the noteholder did not exercise the conversion feature prior to maturity on April 28, 2024, the conversion option expired. Accordingly, the derivative liability was extinguished, ~~and~~ and we recognized a gain of $18,227 in the second quarter of 2024.

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.

F-15

Interest expense in connection with this note was approximately $1,500 for the year ended December 31, 2024, representing the full contractual interest accrued through the maturity date.

As of December 31, 2024, the note has matured and remains outstanding as a cash obligation of $25,000 principal plus accrued interest of $1,500.

10% Promissory Note (Corrigan)

On August 1, 2022, we issued a promissory note to a non-related third party in the principal amount of $20,000. The unsecured note bears interest at 10% per annum and was originally due for repayment on January 26, 2023. The note was not repaid at maturity and is currently in default. We are in discussions with the noteholder to extend the repayment date.

During the year ended December 31, 2024, interest expense on this note was approximately $1,333, compared to $2,000 in 2023. As of December 31, 2024, the outstanding balance on the note, including accrued but unpaid interest, was approximately $22,000.

78. Capital Stock

Common Stock

We are authorized to issue 50 500,000,000 shares of our $0.00001 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.

~~Common stock activity for the years ended December 31, 2024, and 2023 was as follows:~~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 300,000 shares to three officers valued at $3,000.

	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 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.

	3.	On September 19, 2025, the Company issued 600,000 common stock to AJB Capital Investments for the consideration of loan modification to extend the maturity date.

2024

None.

2023

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 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share. The consideration received was $25,000. The warrants are exercisable immediately at $0.10 per share, which was the fair market value of our common stock on the date of the agreement, and expire in three years from the date of issuance. In allocating the proceeds of the PPM between the common stock and the warrant, we valued the warrant using the Black-Scholes option pricing model and recorded the resulting amount of $12,500 as an increase to additional paid-in capital. The shares were issued in April 2023.

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 1,000,000 units, each consisting of one share of our common stock. The consideration received was $25,000. The shares have not yet been issued.

F-16

	2.	On April 21, 2023, our Board of Directors authorized the issuance of 350,000 shares as bonuses, as follows: 250,000 shares to our then-CFO and 100,000 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 2,145,000 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 500,000 shares each on their vesting date, which was December 31, 2022. The total of 1,000,000 shares was valued at $300,000, 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 600,000 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 500,000 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 $300,000 or $0.30 per share, which was the value of our stock on the date of grant.

	3.	On April 21, 2022, a stockholder agreed to cancel 2,000,000 shares they held.

	4.	In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 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 2,500,000 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 100,000 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, ~~expire~~and ~~five~~had ~~(5)~~a ~~years~~five-year term from the date of grant, and vest ratably beginning December 20, 2021. Accordingly, ~~over~~all 300,000 options expired unexercised on June 20, 2025, in accordance with the ~~term~~original terms of the ~~option~~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:

Schedule of fair value of stock options assumptions
		June 20, 2020
Expected term in years		5 years
Risk-free interest rate		04.33%
Annual expected volatility		38.3%
Dividend yield		0.00%

F-17

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:

Schedule of option activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding, December 31, 2022		300,000	$	0.01
Outstanding, December 31, 2023		300,000	$	0.01
Outstanding, December 31, 2024		300,000	$	0.01		0.5047	$	0.00
Exercisable, end of period		300,000	$	0.01		0.50	$	0.00
Outstanding, December 31, 2025		–	$	–		–	$	–
Exercisable, end of period		–	$	–		–	$	–

F-18

Warrants

In connection with the transaction with the third-party lender discussed in Note 67, we issued the lender a warrant to purchase 750,000 common shares at $1.00 per share. The warrant replaced the original warrant issued in November 2021 and is exercisable immediately, expiring five years from the original Issue Date.

We valued the warrant using the Black-Scholes option pricing model and recorded a debt discount of $117,161, which is included in the total discount of $244,450 described in Note 67. The assumptions used in determining the fair value of the warrants were as follows:

Schedule of fair value of warrants assumptions
		May 23, 2023
Expected term in years		3 years
Risk-free interest rate		04.32%
Annual expected volatility		1,222.7%
Dividend yield		0.00%

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.

F-18

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 ~~years~~period ended December 31, ~~2024~~2025, and ~~2023~~2024, is as follows:

Schedule of warrant activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding, December 31, 2022		750,000	$	1.00
Outstanding, December 31, 2024		2,750,000	$	1.00		1.9	$	0
Outstanding, December 31, 2023		750,000	$	1.00
Outstanding, December 31, 2025		2,750,000	$	1.00		0.9	$	0
Outstanding, December 31, 2024		750,000	$	1.00		1.9	$	0
Exercisable, end of period		2,750,000	$	1.00		0.9	$	0
Exercisable, end of period		750,000	$	1.00		1.9	$	0

8. Income Taxes

Our Company has not filed any federal income tax returns, and we are currently not subject to state income tax filing requirements. As of December 31, 2024, we have net operating loss (“NOL”) carryforwards, on a book basis, of approximately $513,820, which may be available to reduce future years’ federal taxable income. The reduction reflects utilization of approximately $52,842 of NOLs against 2024 taxable income. Future tax benefits which may result from these losses have not been recognized in these financial statements, as their realization is determined not to be likely to occur, and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to the NOL carryforwards.

The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2024, and 2023:

Schedule of provision for income taxes
	2024		2023
Current tax provisions:
Federal	$	–	$	–
State		–		–
Total provision for income taxes	$	–	$	–

F-19

~~Reconciliations of the U~~9.~~S. federal~~ ~~statutory~~Commitments ~~rate to the actual tax rate for the years ended December 31, 2024,~~ and ~~2023:~~Contingencies

Schedule of reconciliation of income taxes
	2024		2023
US federal statutory income tax rate		21.0%		21.0%
Stock issued for outside and employment services		-13.2%		-13.2%
Gain (loss) on extinguishment of accounts payable		-2.1%		-2.1%
Debt discount amortization		-2.9%		-2.9%
Other		-0.0%		-0.0%
Increase in valuation reserve		-2.8%		-2.8%
Total provision for income taxes		0.0%		0.0%

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.

~~The~~Igala ~~components~~Commonwealth ofLimited ~~our deferred tax assets as of December 31, 2024, and 2023 consisted of the following:~~Litigation

Schedule of deferred taxes
	2024			2023
Net operating loss carry forwards.	$	513,820		$	566,662
Deferred tax asset @ 21.00%		107,902			136,459
Less: valuation allowance		(107,902	)		(136,459	)
Net deferred tax assets	$	–		$	–

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.

~~During~~Igala ~~the~~seeks ~~year~~an ~~ended~~order ~~December 31,~~requiring ~~2024,~~ the ~~valuation~~Company ~~reserve decreased $28,557, reflecting the reduction in NOL carryforwards from current year income, compared~~ to issue an ~~increase~~additional ~~of $27~~12,~~669~~800,000 ~~during~~shares ~~the~~of ~~year~~common ~~ended~~stock ~~December~~pursuant ~~31,~~to ~~2023.~~certain Inliquidated ~~assessing~~damages ~~the~~provisions ~~recovery~~in of the ~~deferred~~Agreement. ~~tax~~Igala ~~assets, management considers~~alleges ~~whether~~that itvarious is“adverse ~~more~~events” ~~likely~~occurred—including ~~than~~changes ~~not~~to ~~that~~ the Company’s ~~will~~OTC ~~not~~Markets ~~realize~~listing ~~some~~status ~~portion~~and ~~or all of the deferred tax assets. The ultimate realization~~delinquent ofregulatory ~~deferred~~filings—that ~~tax~~allegedly ~~assets~~trigger ~~depends~~obligations onunder the ~~generation~~Agreement ofto ~~future~~issue ~~taxable~~additional ~~income~~shares. inIgala values the ~~periods when those temporary differences become deductible.~~demanded Asshares ofat ~~December 31~~$3, ~~2024~~072,000 ~~management~~based ~~determined~~on ~~that~~an italleged ~~was~~current ~~more~~share ~~likely~~price ~~than~~of ~~not~~$0.24 ~~that~~per ~~the deferred tax assets would not be realized and accordingly maintained a full valuation allowance~~share.

9.The ~~Investment~~Company believes the claims asserted in ~~Boumarang~~the complaint ~~Inc~~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:

On(1) ~~December~~The ~~31,~~liquidated ~~2024,~~damages ~~the~~provisions ~~Company~~upon ~~completed the~~which ~~sale~~Igala ofbases ~~substantially~~its ~~all~~claims ofconstitute ~~its~~unenforceable ~~intellectual~~penalty ~~property~~clauses ~~and~~under ~~related~~Illinois ~~intangible~~law, ~~assets~~as (the ~~“Assets”)~~demanded toamount ~~Boumarang~~($3,072,000) ~~Inc.~~bears ~~pursuant~~no reasonable relationship to anany ~~Asset~~actual ~~Purchase~~damages ~~Agreement.~~and Inrepresents ~~exchange~~a ~~for the Assets~~3,840% ~~the~~increase ~~Company~~over ~~received 2,906,977 shares of Boumarang common stock (~~the ~~“Boumarang Shares”),~~original ~~valued at~~ $580,000~~,000~~ ascontract ofvalue; ~~the transaction date.~~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.

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 $293,069 for federal income tax purposes, which may be available to offset future taxable income. As of December 31, 2024, estimated NOL carryforwards were approximately $52,843. The 2024 net book income of $52,842 resulted primarily from non-cash, non-recurring items; the tax characterization of those items has not been finally determined. A full valuation allowance has been recorded against the deferred tax asset in both periods, as management has determined that realization of the deferred tax asset is not more likely than not, given the Company's history of losses and absence of near-term revenue projections.

The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2025, and 2024:

Schedule of provision for income tax
	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	$	(61,544	)	21.0%	$	11,097		21.0%
Stock issued for outside and employment services		(630	)	0.2%		(1	)	-0.0%
Gain (loss) on extinguishment of derivative		–		0.0%		(3,828	)	-7.2%
Gain (loss) on write-off of debt		(36,614	)	12.9%		(49,090	)	-92.9%
Other		–		0.0%		–		-0.0%
Increase in valuation reserve		98,788		-34.1%		41,822		79.1%
Total provision for income taxes	$	–		0.0%	$	–		0.0%

F-21

The components of our deferred tax assets as of December 31, 2025, and 2024 consisted of the following:

Schedule of deferred taxes
	2025			2024
Net operating loss carry forwards	$	293,069		$	52,843

Deferred tax asset @ 21.00%		61,544			11,097
Less: valuation allowance		(61,544	)		(11,097	)
Net deferred tax assets	$	–		$	–

During the year ended December 31, 2025, the valuation reserve increased by $61,544, reflecting the increase in NOL carryforwards from the current year's net loss, compared to a decrease of $11,097 during the year ended December 31, 2024. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that the Company will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income in the periods when those temporary differences become deductible. As of December 31, 2025, management determined that it was more likely than not that the deferred tax assets would not be realized and accordingly maintained a full valuation allowance.

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 2,906,977 shares of Boumarang common stock (the “Boumarang Shares”), valued at $5,000,000 as of the transaction date.

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, ~~2024~~2025, and that the carrying amount of the investment approximated its fair value.

1012. Discontinued Operations

On December 31, 2024, ~~Tribal Rides International~~ ~~Corp.~~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.

F-22

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:

Schedule of discontinued operation
	2024			2023
	2025			2024
Revenues	$	–		$	–
Operating expenses		(88,196	)		(137,843	)
Loss of discontinued operations		–			(88,196	)
Other income (expenses), net		~~141,038~~–			~~(48~~141,~~075~~038	)
Income (loss) before taxes		~~52,842~~–			~~(185~~52,~~918~~842	)
Provision for taxes		–			–
Net income (loss) from discontinued operations	$	~~52,842~~–		$	~~(185~~52,~~918~~842	)

11. Agreement

SRAX Agreement

Effective February 10, 2023, we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement was one year. Under the agreement, we agreed to compensate SRAX in shares of our common stock, valued at $265,000 as of the date of the agreement. The market value of our stock on the agreement date was $0.1432 per share, which resulted in our obligation to issue 1,850,559 of our common shares. During the three months ended March 31, 2023, SRAX provided $50,000 of services, which were recorded as a general and administrative expense during the nine months ended September 30, 2023. No additional services were provided under the agreement during the remainder of 2023, and no services were provided for the fiscal year ended December 31, 2024. We have not yet issued the shares to SRAX. Once the shares are issued, we will record the remaining SRAX services, if any, as a prepaid expense and additional paid-in capital.

On July 24, 2023, SRAX informed us that we owed them a total of 6,524,441 shares of our common stock under share adjustment provisions in our agreements with them. We have disputed this claim and are seeking additional information from SRAX to assess its validity.

Igala/Waterford Agreements

On March 2, 2023, we entered into a Consulting Agreement with Igala Commonwealth Limited under which Igala agreed to provide web development and copywriting services for the purpose of marketing our Company’s products and services. The term of the agreement was one month, with an option to extend it by mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 shares of our common stock, valued at $72,000 based on the market value of our stock on the date of the agreement, and recorded a general and administrative expense for that amount in 2023.

Also on March 2, 2023, we entered into a services agreement with Alta Waterford LLC, the owner of Igala. Under the agreement, Alta Waterford provided investor awareness services for a one-month term. The compensation for these services was $1,000, which was expensed in 2023. No services were provided under either the Igala or Alta Waterford agreements in 2024.

Independent Contractor Agreement

On April 2, 2023, we entered into an Independent Contractor Agreement with a non-related individual, under which the individual agreed to assist in finalizing our business and marketing plans, create financial forecasts, assist with funding efforts, and advise our Board of Directors on various strategic matters. The term of the agreement was one year, expiring April 2, 2024. As compensation under the agreement, we agreed to issue the individual 2,100,000 shares of our common stock and to make monthly cash payments of $5,000. The shares were valued at $142,800, or $0.068 per share, which represented the fair market value of our common stock as of the agreement date, and were recorded as a prepaid expense in that amount. We amortized the value of the shares over the term of the agreement and recorded a general and administrative expense of $35,700 during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, we recorded total expenses of $50,700 in connection with this agreement, $35,700 in common stock value, and $15,000 in cash value. No services were provided, and no additional expenses were recognized under this agreement for the fiscal year ended December 31, 2024.

F-23

~~Trinesis~~13. ~~Technologies~~Leases ~~Agreement~~and Obligations

On ~~April~~June 136, ~~2023~~2025, weSUPA ~~entered into~~Food a Services ~~Agreement~~LLC ~~with Trinesis Technologies Private Limited~~(“SUPA”), a ~~corporation~~wholly ~~located~~owned insubsidiary ~~India.~~of ~~Under~~ the ~~agreement~~Company, ~~Trinesis~~entered ~~agreed to~~into ~~rebuild~~a ~~our~~License ~~software~~Agreement ~~platform~~with soMor ~~that~~& itMor ~~is robust and scalable~~Commercial, ~~which~~LLC ~~was expected to be completed by the end of calendar year 2023.~~(“Licensor”) ~~As compensation~~ for the ~~services,~~right ~~we agreed~~ to ~~pay~~occupy ~~Trinesis~~approximately ~~a total of $136~~8,~~500,~~100 ~~with~~square ~~periodic~~feet ~~payments~~of ~~being~~warehouse ~~made~~space aslocated ~~certain~~at ~~milestones were~~4150 ~~reached.~~152nd ~~During~~Street ~~2023~~NE, weMarysville, ~~recorded~~Washington ~~amounts~~(the “Premises”). ~~paid~~The toarrangement ~~Trinesis~~does ofnot ~~$10,000~~constitute asa ~~Software~~traditional ~~for~~lease ~~Internal~~under ~~Use~~ASC ~~and~~842, ~~expensed $65~~Leases,~~025~~ ofbut ~~unpaid amounts~~instead qualifies as ofa ~~September 30~~license agreement, ~~2023.~~given Nothat ~~services~~it ~~were~~does ~~provided~~not ~~under~~grant ~~this~~SUPA ~~agreement~~control ~~during~~over the ~~fiscal~~premises ~~year~~and ~~ended~~explicitly ~~December~~disclaims ~~31,~~a ~~2024~~landlord–tenant relationship.

~~12.~~Key ~~Subsequent~~Terms ~~Events~~of the License Agreement

~~The Company~~· ~~evaluated~~Commencement ~~subsequent~~Date: ~~events~~June ~~after~~9, ~~December~~2025 ~~31,~~· ~~2024~~Term: Month-to-month; terminable by either party with 30 days written notice. · Monthly License Fee: $8,100 ~~through~~due ~~the~~in ~~date~~advance ~~these~~on ~~financial~~the ~~statements~~first ~~are~~of ~~issued~~each month. ~~The~~· ~~following~~Security ~~material~~Deposit: $8, ~~non-recognized~~100 ~~subsequent~~paid ~~events~~upon ~~occurred~~execution of the agreement. · Use Restriction: Licensee is permitted to use the premises solely for dead storage of non-hazardous materials.

Owner Termination of ~~Share Exchange Agreement with Singta (June 30, 2025)~~Right: The ~~transaction~~Owner ~~was~~retains ~~subject~~the right to ~~customary~~terminate ~~closing~~the ~~conditions,~~license ~~which~~at ~~were~~any ~~not satisfied.~~time Onwith ~~June~~ 30, ~~2025,~~days’ notice in the ~~Board~~event of ~~Directors~~a ~~determined~~new ~~not~~lease toagreement ~~proceed~~ with ~~the~~another ~~transaction and formally terminated the Singta Agreement~~party.

~~Entry into~~Per ~~Share~~ASC ~~Exchange Agreement (June 30~~842-10-15-3, ~~2025):~~leases ~~Effective~~must ~~June~~convey ~~30, 2025, which will be recognized as~~ the ~~acquisition date for accounting~~right ~~purposes~~to ~~under~~control ~~U.S.~~the ~~GAAP,~~use ~~the~~of ~~Company~~an ~~completed~~identified ~~the~~asset ~~acquisition~~for ofa ~~all~~period of ~~the~~time ~~membership~~in ~~interests~~exchange offor ~~Supa~~consideration. ~~Food~~This ~~Services LLC (“Supa”)~~agreement, a ~~Wyoming~~while ~~limited~~permitting ~~liability~~use ~~company.~~of the ~~The~~premises, ~~Company~~restricts ~~expects~~SUPA’s torights ~~announce~~and ~~this~~does ~~transaction~~not inconvey acontrol ~~Current~~of ~~Report~~the onunderlying ~~Form~~asset. ~~8-K on or before September 30~~Accordingly, ~~2025, including~~ the ~~required~~agreement ~~financial~~is ~~statements~~excluded from oflease ~~Supa~~accounting ~~and~~guidance ~~related~~under ~~pro~~ASC ~~forma financial information~~842.

~~Change~~Effective January 2026, the Company will take over inthe ~~independent~~membership ~~registered~~agreement ~~public~~for ~~accounting~~the ~~firm~~Company’s ~~(June~~corporate 2address 530 Technology Drive, ~~2025~~Suite 100, Irvine, CA 92618 (“California Lease”). The ~~Board~~California ~~dismissed~~Lease ~~Olayinka~~shall ~~Oyebola~~be &on ~~Co.~~a ~~due~~month-to-month basis, entitling the Company to ~~its~~use ~~“Prohibited~~the office and conference space ~~Service~~on ~~Provider”~~a ~~status~~need-only ~~with~~basis. ~~OTC~~The ~~Markets~~California ~~Group~~Lease ~~and~~membership ~~engaged~~is ~~Lao~~$160 ~~Professionals~~per asmonth, which will be included in the ~~Company’s~~general ~~new~~and ~~independent~~administrative ~~registered~~expenses. ~~public~~For ~~accounting~~the ~~firm.~~fiscal ~~The~~years ~~Company~~ended ~~reported~~December no31, ~~disagreements~~2025, ~~with~~and 2024, the ~~former~~California ~~auditor~~Lease membership payment was $0 and $0.

~~Notification of late filing (March 31, 2025)~~14. ~~The Company filed a Form 12b-25 stating it could not timely file the 2024 Form 10-K by March 31, 2025, and anticipated filing within the 15-day extension period.~~Legal

~~Change in~~See ~~control~~Note ~~and officer/director changes (February 3, 2025)~~9. 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 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.

~~New appointments (February 6, 2025)~~15. ~~In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board.~~Agreement

~~Entry into~~All ~~Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which~~ the ~~Company~~service ~~agreed~~agreements tosigned ~~acquire 100% of Singta~~ in ~~exchange for issuing 400,000,000 newly issued restricted shares of~~ the ~~Company’s~~fiscal ~~common~~year ~~stock~~ending toDecember ~~Singta’s~~31, ~~selling~~2023, ~~stockholders.~~have ~~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~~expired. ~~The~~No ~~Company~~services ~~disclosed~~were ~~that~~provided aunder ~~copy~~these ofagreements ~~the agreement~~during ~~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.~~

~~Catch-up~~The ~~periodic reports (February 2025). In February 2025, the~~ Company ~~filed~~shall ~~its~~assume ~~Quarterly~~obligations ~~Reports~~of onall ~~Form~~service and ~~10-Q~~consulting ~~for~~agreements under the ~~quarters~~Share ~~ended~~Exchange ~~March~~Agreement ~~31,~~with ~~2024, June~~SUPA ~~30,~~Food ~~2024,~~Services ~~and September 30~~LLC, ~~2024.~~a ~~(See~~privately ~~the~~held ~~cover~~Wyoming ~~data~~limited ~~for~~liability ~~each~~company and ~~respective~~related ~~report~~party.)

Board equity awards (January 28, 2025). By unanimous written consent, effective January 28, 2025, the Board approved grants of 100,000 shares of common stock to each of Joseph Grimes (then CEO and director), Sanjay Prasad (then legal counsel and director), and Steven Ritacco (then Chief Technology Officer and director) as additional compensation for service in 2020–2024. Earlier, larger stock grants referenced in prior resolutions were expressly revoked.

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

Filing Compare · SUPA Consolidated Inc.