SFCX 10-K
SUPA Consolidated Inc. (SFCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from __________ to __________
Commission File Number:
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Securities registered pursuant to Section 12(b) of the Act:
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| OTC MARKETS |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.00001
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well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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standards provided pursuant to Section 13(a) of the Exchange Act.
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The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of the last business day of its most recently completed second fiscal quarter,
based upon the price at which the common equity was last sold, was $
As of August 27, 2025, there were shares of the registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
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Forward-Looking Statements
The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include information concerning possible or assumed future operations, business strategies, the need for financing, competitive position, potential growth opportunities, the ability to retain and recruit personnel, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.
Factors that may cause differences between actual results and those contemplated by forward-looking statements may include, but are not limited to, the following:
| · | 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 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 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 Tribal Rides International Corp., a Nevada corporation.
| ii |
PART I
| ITEM 1. | BUSINESS. |
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.”
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.
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 Property
We had patented and patent-pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand and dispatching cars in advance to minimize wait times, maximize vehicle utilization, and reduce costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Our technology may also be subject to protection by other intellectual property laws, including copyright and trade secrets.
| 1 |
We currently own the following patents and pending applications:
| · | 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 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 (3) directors.
Employees
As of December 31, 2024, 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) 880-0900.
As of the date of this prospectus, our common stock is traded on the OTC Bulletin Board under the trading symbol XNDA.
Going Concern
Although our financial statements have been prepared on a going concern basis, we must raise additional capital to continue as a going concern. See Risk Factors relating to “Going Concern.”
Rounding Error
Due to rounding, numbers presented in the financial statements for the period ending December 31, 2024, and 2023, 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.
| 2 |
| 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.
We maintain a multi-layered cybersecurity program designed to
| · | Continuous Monitoring: Ongoing monitoring of our networks and systems for vulnerabilities, intrusions, and other malicious activity; | |
| · | ||
| · | Employee Awareness and Training: Regular training programs to enhance employee awareness of phishing, data security, and incident response protocols; | |
| · | Incident Response and Recovery: A documented cybersecurity incident response plan addressing identification, containment, remediation, recovery, and notification procedures. |
We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework.
Impact of Cybersecurity Risks on Business
Board Oversight:
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.
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| ITEM 2. | PROPERTIES. |
Our current corporate offices are located at 530 Technology Drive, Suite 100, Irvine, CA 92618. We have entered into a month-to-month lease agreement for our corporate offices at no cost. Our telephone number is (949) 880-0900.
| ITEM 3. | LEGAL PROCEEDINGS. |
We are currently 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.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
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PART II
| ITEM 5. | MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Our common stock is quoted on the OTC Pink under the symbol “XNDA.” 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, 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 27, 2025, we had approximately 26 holders of our common stock. The number of record holders was determined from our transfer agent's records and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
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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 | – | – | – | |||||||||
| Equity compensation plans not approved by security holders | 1,050,000 | (1)(2) | $ | 0.72 | 2,200,000 | (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.
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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, the Board had granted options to purchase 300,000 shares of Common Stock and warrants to purchase 750,000 shares, leaving 1,450,000 shares available for future issuance.
Stock Options
We have issued options to purchase 300,000 shares of our common stock, as described herein.
Recent Sales of Unregistered Securities
All of the Company’s recent sales of unregistered securities within the past three years were previously reported as required in Quarterly Reports on Form 10-Q and current reports on Form 10-K/A filed July 28, 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; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.
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Company Overview
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.”
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.
On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”
From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.
Discontinued Operations
On December 31, 2024, the Company completed the sale of 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 2023 or 2024. Operating expenses were $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 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.
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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, and December 31, 2023
At December 31, 2024, and December 31, 2023, we had no cash on hand to execute our business plan. We reported accumulated deficits of $2,799,154 and $2,851,996, respectively, and working capital deficits of $746,001 and $846,618, respectively.
Results Operations
We generated no revenue during the fiscal years ended December 31, 2024, and 2023.
For the year ended December 31, 2024, we recorded net income of $52,842, compared to a net loss of $185,914 for the year ended December 31, 2023.
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 to $88,196 in 2024, compared to $137,843 in 2023, reflecting a reduction in general and administrative expenses as operations wound down in connection with the asset sale.
As disclosed in Note 10 to the financial statements, on December 31, 2024, we sold substantially all of our historical intellectual property assets 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
At December 31, 2024, and December 31, 2023, the Company had $0 and $0 cash to execute its business plan. At December 31, 2024, and December 31, 2023, the Company had accumulated a deficit of $2,799,154 and $2,851,996. The working capital deficits as of December 31, 2024, and 2023 were $746,001 and $846,618. We have previously raised capital through debt financing, advances from related parties, and private placements of our common stock to meet operating needs.
Since its inception, the Company has sustained losses and negative cash flows from operations. 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 December 31, 2023. The Company had no revenues or cash flow from operations in the past fiscal year ended December 31, 2024. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using 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 agreements for new funding sources. 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.
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We have no plant or significant equipment to sell, and we do not intend to purchase any plant or significant equipment within the next 12 months.
Going Concern Considerations
As of December 31, 2024, the Company had an accumulated deficit of $2,799,154 and has not yet generated any revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2024, and 2023, expressing substantial doubt about the Company’s ability to continue as a going concern.
Our financial statements include additional disclosures outlining the factors contributing to this assessment. They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.
Management has evaluated the Company’s ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2024, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.
Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).
Critical Accounting Policies and Estimates
The 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
We have patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand and dispatching cars in advance to reduce wait times, increasing vehicle utilization, and decreasing costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.
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 10 years.
| 10 |
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
The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. It does not believe that any other new accounting pronouncements have been issued that could have a material impact on its financial position and results of operations.
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.
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| 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 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 Grimes who serves as our principal executive officer, and our Chief Financial Officer, Don Smith who serves as our principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Messrs. Grimes 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. Based on their evaluation, Messrs. Grimes 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. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting, prior to filing this Annual Report.
These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial reporting may not be effective in preventing or detecting misstatements. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023, based upon the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
| 12 |
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, based on the criteria described in the Internal Control – Integrated Framework (2013) issued by COSO.
Remediation of the Material Weakness
We are evaluating the material weaknesses and developing a remediation plan to strengthen our overall internal control over financial reporting. The remediation plan will include the creation and adoption of a formal policy manual that specifically addresses financial controls.
We are committed to maintaining a strong internal control environment, and we believe that these remediation efforts will represent significant improvements in our controls. Some of these steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over time. Until the remediation steps outlined above are fully implemented and tested, the material weakness described above will remain in effect.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting materially.
Important Considerations
The effectiveness of our disclosure controls and procedures, as well as our internal control over financial reporting, is subject to various inherent limitations, including cost limitations, judgments used in decision-making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known to the appropriate levels of management in a timely manner.
| ITEM 9B. | OTHER INFORMATION. |
During the
quarter ended December 31, 2024, no director or officer of the Company
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
Not applicable to the Company.
| 13 |
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 | ||||
| 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 resigned from the Board of Directors; Mr. Ritacco also resigned as Chief Technology Officer. In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board in February 2025.
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 Clode: Mr. Clode has served as Chief Executive Officer and director of Tribal Rides International Corp. since February 2025. 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 leadership experience in international business operations, corporate finance, mergers and acquisitions, and project management provides valuable expertise to the Company as it executes its business strategy.
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.
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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 experience in private equity, venture capital, global asset allocation, and strategic corporate governance provides valuable insight and leadership to the Company.
John McMullen: Mr. McMullen has served as a director of Tribal Rides International Corp. since February 2025. He is currently Vice President of Operations at Vinanz Ltd. (since January 2025) and Vice President of Operations at The London Bitcoin Company (since January 2025), where he oversees operational strategy and business development in the digital asset sector.
Since April 2016, Mr. McMulen has also served as Chief Executive Officer of Cl3ar, Inc., a technology company based in Toronto, Ontario. From October 2023 to September 2024, he was Chief Information Officer at brandXchange, where he directed technology integration and business operations.
Mr. McMulen holds a Bachelor of Arts in Political Science and Government, with a concentration in Business, from Western University in Canada.
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 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.”
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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, and 2023.
Summary Compensation Table
| Name and principal position | Year |
Salary ($) |
Stock Awards ($) |
Total ($) | ||||
| Joseph Grimes, Chief Executive Officer | 2024 | 0 | 0 | 0 | ||||
| 2023 | 0 | 0 | 0 | |||||
| Don Smith, Chief Financial Officer | 2024 | 0 | 0 | 0 | ||||
| 2023 | 0 | 0 | 0 | |||||
| Steven Ritacco, Chief Technology Officer | 2024 | 0 | 0 | 0 | ||||
| 2023 | 0 | 0 | 0 |
| (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. |
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Director Compensation
During the year ended December 31, 2024, there was no compensation awarded to, earned by, or paid to our directors who are not named executive officers for all services rendered in their capacities to our Company.
Insider Trading
The Company has
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS. |
The following table and footnotes thereto sets forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of April 17, 2024. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 39,935,500 shares of common stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless otherwise indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following tables is 530 Technology Drive, Suite 100, Irvine, CA.
| Name and address of beneficial owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(1) | ||||||
| Named Executive Officers and Directors | ||||||||
| Joseph Grimes | 21,646,167 | (2) | 59.76% | |||||
| Sanjay Prasad | 1,466,667 | (3) | 4.05% | |||||
| Steven Ritacco | 1,643,332 | (4) | 4.48% | |||||
| Don Smith | 1,436,665 | (5) | 3.93% | |||||
| Executive Officers, Named Executive Officers, and Directors as a Group (4 Persons) | 26,192,831 | 70.35% | ||||||
| Aika Patel 2235 FREDRICK DGLSS 2D NEW YORK NY 10027 | 2,300,000 | 6.36% | ||||||
_________________
*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 17, 2023. |
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| (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 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 and Ritacco 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 and December 31, 2022 were $6,500 and $29,827. There will be a fee of $10,750 for the 2024 audit.
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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, and 2023.
Tax Fees
No fees were billed for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning in the years ended December 31, 2024, and 2023.
All Other Fees
There were no other fees billed for products or services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2024, and 2023.
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.
| 19 |
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:)
Audited Balance Sheets at December 31, 2024, and 2023
Audited Statements of Operations for the years ended December 31, 2024, and 2023
Audited Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024, and 2023
Audited Statements of Cash Flows for the years ended December 31, 2024, and 2023
Notes to Audited Financial Statements
Exhibits
The following exhibits are included with this Annual Report:
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed or Furnished Herewith | ||||||
| 19.1 | Insider Trading Policy | X | ||||||||||
| 31.1 | Rule 13a-14(a) Certification by Principal Executive Officer | X | ||||||||||
| 31.2 | Rule 13a-14(a) Certification by Principal Financial Officer | X | ||||||||||
| 32.1** | Section 1350 Certification of Principal Executive Officer | |||||||||||
| 32.2** | Section 1350 Certification of Principal Financial Officer | |||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | ||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||
| 104 | Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101). | X | ||||||||||
_________________
*Management contract, compensatory plan, or arrangement.
**These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 16. | FORM 10-K SUMMARY. |
None.
| 20 |
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. | ||
| Date: August 29, 2025 | By: | /s/ Adam Clode |
| Adam Clode, 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 | ||
| Adam Clode |
| 21 |
INDEX TO FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders 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, 2024, the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, 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, 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Going Concern Matter
The accompanying financial statements have been prepared on the assumption that the Company will continue as a going concern. As discussed 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. Management’s plans regarding these matters are also described in Note 2 to the financial statements. The 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free from 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, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement in the financial statements, whether due to error or fraud, and performing procedures that address those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 provides 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.
Going Concern Uncertainty
As discussed 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 procedures performed to address the matter included.
| § | We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern. | |
| § | We evaluated management’s plan for addressing the adverse effects of 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, its business and management in considering liquidity needs and the Company’s 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 of arrangements to provide or maintain financial supports. | |
| § | Inquiry of the Company’s legal counsel about litigation, claims, and assessments. | |
| § | 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. |
/s/ Lateef Awojobi
(PCAOB ID 7057)
We have served as the Company’s auditor since 2025
August 29, 2025
| F-2 |
Report of Independent Registered Public Accounting Firm
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
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) 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
(Chartered Accountants)
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 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Software and equipment, net | ||||||||
| Patents, net | ||||||||
| Investment in drone delivery | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Notes payable | ||||||||
| Accrued interests | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of December 31, 2024, and 2023, respectively | ||||||||
| Common stock to be issued, and shares as of December 31, 2024, and 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying Notes to Financial Statements
| F-4 |
TRIBAL RIDES INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
Fiscal Year Ended 2024 | Fiscal Year Ended December 31, 2023 | |||||||
| Operating expenses: | ||||||||
| Selling and marketing | $ | $ | ||||||
| General and administrative | ||||||||
| Total operating expense | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on Extinguishment of Derivative | ||||||||
| Gain (loss) on extinguishment of debt | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net loss | $ | $ | ( | ) | ||||
| Weighted average shares basic and diluted | ||||||||
| Weighted average basic and diluted loss per common share | $ | ) | $ | ) | ||||
See accompanying Notes to Financial Statements
| F-5 |
TRIBAL RIDES INTERNATIONAL CORP.
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 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares issuable with PPM | – | |||||||||||||||||||||||||||
| Warrant issuable with PPM | – | – | ||||||||||||||||||||||||||
| Shares issued or issuable for services | ||||||||||||||||||||||||||||
| Stock award shares | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cancelled shares | ( | ) | ( | ) | – | |||||||||||||||||||||||
| Gain (loss) on extinguishment of debt | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Previous years’ net loss adjustment | – | – | – | – | 20,750 | (645,672 | ) | (645,672 | ) | |||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – December 31, 2023 (Audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Common Stock To Be Issued | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares to be issued reversed | – | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares issuance adjusted | – | ( | ) | |||||||||||||||||||||||||
| Investment in drone technology | – | – | ||||||||||||||||||||||||||
| Adjustment of AJB Small Note | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | – | – | ||||||||||||||||||||||||||
| Balance – December 31, 2024 (Audited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying Notes to Financial Statements
| F-6 |
TRIBAL RIDES INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
Fiscal Year Ended December 31, 2024 | Fiscal Year Ended December 31, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | $ | ( | ) | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Common stock issued for services adjustment | ||||||||
| Changes in operating assets/liabilities: | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| Accrued interests | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Software & equipment | ( | ) | ||||||
| Patents, net | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowings from related parties | ||||||||
| Stock to be issued | ( | ) | ||||||
| Proceeds from note payable – non-related | ( | ) | ||||||
| Additional Paid in Capital | ||||||||
| Adjustment to Retained Earnings | ( | ) | ||||||
| Net cash from financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash investing and financing activities: | ||||||||
| Debt discount on convertible promissory note | $ | $ | ||||||
| Shares issuable on settlement of debt | $ | $ | ||||||
See accompanying Notes to Financial Statements
| F-7 |
TRIBAL RIDES INTERNATIONAL CORP.
NOTES TO FINANCIAL STATEMENTS
| 1. | Organization and Business |
Organization and Business
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.”
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.
On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”
From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.
On December 31, 2024, we completed the sale of
substantially all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”)
pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists,
goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received
shares of Boumarang common stock, valued at $
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.
| 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 $
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 $
Internal Use Software Development
We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.
Costs incurred during the preliminary project stage, as well as the post-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.
Intellectual Property
We have patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand and dispatching cars in advance to minimize wait times, maximize vehicle utilization, and reduce costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement. Our technology may also be subject to protection by other intellectual property laws, including copyright and trade secrets.
| F-9 |
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, and 2023 (level 3 inputs are not applicable):
| Fair Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| Year ended December 31, 2024: | ||||||||
| Liabilities: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | $ | ||||||
| Year ended December 31, 2024: | ||||||||
| Liabilities: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | $ | ||||||
____________
| (1) | The amounts due to related parties contain no interest provision. Any imputed interest is immaterial. |
During the years ended December 31, 2024, and 2023, there were no transfers between Levels 1, 2, or 3.
| F-10 |
Financial risk factors
As our software platform has not yet been launched, we believe our activities do not yet expose us to any market, credit, or liquidity risk.
Long-lived Assets
We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value, less the cost to sell.
Revenue Recognition
At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers are predominantly short-term in nature, involving a single performance obligation related to the delivery of the service, and generally provide for transfer of control at the time payment for the service is received.
We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes, which may be collected, are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to government authorities. No such taxes have been charged or collected yet.
We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting to the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components; therefore, we have not adjusted consideration.
Debt Issued with Common Stock/Warrants
Debt issued with common stock/warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record the relative fair value of common stock and warrants issued in conjunction with debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the debt.
Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.
| 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.
Income Taxes
We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary differences between book and tax accounting methods, as well as any available operating loss or tax credit carryforwards. Tax law and rate changes are reflected in income in the period in which such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, as well as unrecognized tax benefits, within the provision for income taxes.
We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of December 31, 2024, and 2023, we had potentially dilutive shares.
New Accounting Pronouncements
We have reviewed all accounting pronouncements recently issued by FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.
| 3. | Software and Equipment, net |
On December 31, 2024, the Company sold all of its assets, including patents, software, and equipment, to Boumarang Inc. As a result, no software or equipment remained on the balance sheet as of December 31, 2024.
Software and equipment, net consists of the following as of December 31:
| 2024 | 2023 | |||||||
| Software for internal use | $ | $ | ||||||
| Equipment | ||||||||
| Less accumulated depreciation and amortization. | ( | ) | ||||||
| $ | $ | |||||||
| F-12 |
The Company did not record any depreciation or amortization expense in 2024 as the assets were disposed of on December 31, 2024.
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 $
Equipment consists of computers.
Depreciation and amortization
of software and equipment amounted to $
| 4. | Patents |
We have patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. The technologies involve anticipating passenger demand and dispatching cars in advance to reduce wait times, increase vehicle utilization, and decrease costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.
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 $
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:
December 31, 2024 | December 31, 2023 | |||||||
| Joe Grimes | $ | $ | ||||||
| Sanjay Prasad | ||||||||
| Don Smith | ||||||||
| KeptPrivate.com | ||||||||
| $ | $ | |||||||
| F-13 |
Mr. Grimes was the CEO and Director, as well as our largest shareholder until 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. 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. Steven Ritacco, the Director
of our Company, owns KeptPrivate.com. His company provides services related to the development of our digital transportation enablement
and enhancement platform, the costs of which are included in Software and Equipment, net, on the accompanying Balance Sheet. The amount
charged by KeptPrivate.com, $
Amounts due to related parties bear no interest, are unsecured, and are repayable on demand. Imputed interest on amounts owed is immaterial.
| 6. | Notes Payable |
Notes payables consist of the following at December 31, 2024, and 2023:
December 31, 2024 | December 31, 2023 | |||||||
| Convertible promissory note | $ | $ | ||||||
| Less debt discount | ||||||||
| Accrued interest | ||||||||
| Promissory notes | ||||||||
| Subtotal | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term portion | $ | $ | ||||||
Convertible Promissory Note (AJB Note)
On November 10, 2021 (the “Issue Date”),
we entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Lender”) for
the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $
In addition to the issuance of the Note, we were
obligated to issue to the Lender, as a commitment fee, restricted shares of our common stock (the “Commitment Shares”)
and a warrant to purchase
| F-14 |
On May 22, 2022, the Note was extended for six
months until November 10, 2022. On November 22, 2022, the Lender further agreed to extend the maturity date to
On January 31, 2023, the Lender agreed to extend the Note's maturity date to . In exchange, we issued restricted shares of common stock valued at $, or $ 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
$
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.
Interest Expense
During the years ended December 31, 2024, and
2023, interest expense on the Note amounted to approximately $
6% Convertible Promissory Note (Sorensen)
On April 28, 2023, we issued a convertible promissory
note to a non-related third party in the principal amount of $
The conversion provisions contained an embedded
derivative feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative liability of $
We amortized the debt discount over the one-year contractual term of the note. As of April 28, 2024, the debt discount was fully amortized.
| F-15 |
Interest expense in connection with this note
was approximately $
As of December 31, 2024, the note has matured
and remains outstanding as a cash obligation of $
10% Promissory Note (Corrigan)
On August 1, 2022, we issued a promissory note to a non-related third party in the principal amount of $. The unsecured note bears interest at % 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 $, compared to $ in 2023. As of December 31, 2024, the outstanding balance on the note, including accrued but unpaid interest, was approximately $.
| 7. | Capital Stock |
Common Stock
We are authorized to issue shares of our $ par value common stock, and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. We discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders’ Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment as of December 31, 2022, which reduces the Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and increases the Balance Sheet amount for Additional Paid-In Capital.
Common stock activity for the years ended December 31, 2024, and 2023 was as follows:
2023
| 1. |
On January 5, 2023, we entered into a Private
Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed
to purchase
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
|
| F-16 |
| 2. | On April 21, 2023, our Board of Directors authorized the issuance of shares as bonuses, as follows: shares to our then-CFO and shares to a vendor. To date, only 100,000 bonus shares have been issued to our then-CFO, and the remaining 250,000 bonus shares have yet to be issued. | |
| 3. | In February 2023, four stockholders agreed to cancel a total of shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares. | |
| 4. | In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional shares each on their vesting date, which was December 31, 2022. The total of shares was valued at $ |
2022
| 1. | On November 22, 2022, we became obligated to issue shares to the holder of the convertible promissory note (see Note 6). The shares have not yet been issued. | |
| 2. | On November 11, 2022, we issued shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $ | |
| 3. | On April 21, 2022, a stockholder agreed to cancel shares they held. | |
| 4. | In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue shares as of December 31, 2021. The shares were issued on February 28, 2022. |
2020 Stock Incentive Plan
Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”), authorizing the issuance of a total of shares of our common stock under the Plan. Under the Plan, the exercise price of a granted option shall not be less than 100% of the fair market value on the date of grant (110% of the fair market value in the case of a 10% stockholder). Additionally, no option may be exercised more than ten (10) years after the date it is granted (or no more than five (5) years in the case of a 10% stockholder).
Stock Options
On June 20, 2020, we granted options to purchase of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our Company. The options are exercisable at $0.01 per share, expire five (5) years from the date of grant, and vest ratably beginning December 20, 2021, over the term of the option.
The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a valuation that was de minimis. The assumptions used in determining the fair value of the stock options were as follows:
| June 20, 2020 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
| 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, 2024, 2023, and 2022 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2022 | $ | |||||||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
Warrants
In connection with the transaction with the third-party lender discussed
in Note 6, we issued the lender a warrant to purchase
We valued the warrant using
the Black-Scholes option pricing model and recorded a debt discount of $
| May 23, 2023 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
| 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 ended December 31, 2024, and 2023 is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2022 | $ | |||||||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Exercisable, end of period | $ | $ | ||||||||||||||
| 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 $
The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, 2024, and 2023:
| 2024 | 2023 | |||||||
| Current tax provisions: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total provision for income taxes | $ | $ | ||||||
| F-19 |
Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2024, and 2023:
| 2024 | 2023 | |||||||
| US federal statutory income tax rate | ||||||||
| Stock issued for outside and employment services | - | - | ||||||
| Gain (loss) on extinguishment of accounts payable | - | - | ||||||
| Debt discount amortization | - | - | ||||||
| Other | - | - | ||||||
| Increase in valuation reserve | - | - | ||||||
| Total provision for income taxes | ||||||||
The components of our deferred tax assets as of December 31, 2024, and 2023 consisted of the following:
| 2024 | 2023 | |||||||
| Net operating loss carry forwards. | $ | $ | ||||||
| Deferred tax asset @ 21.00% | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
During the year ended December
31, 2024, the valuation reserve decreased $
| 9. | Investment in Boumarang Inc. |
On December 31, 2024, the Company completed the
sale of substantially all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. pursuant
to an Asset Purchase Agreement. In exchange for the Assets, the Company received shares of Boumarang common stock (the “Boumarang
Shares”), valued at $
| F-20 |
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.
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 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, and that the carrying amount of the investment approximated its fair value.
| 10. | Discontinued Operations |
On December 31, 2024, Tribal Rides International Corp. 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:
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Income (loss) before taxes | ( | ) | ||||||
| Provision for taxes | ||||||||
| Net income (loss) from discontinued operations | $ | $ | ( | ) | ||||
| 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 $
On July 24, 2023, SRAX informed us that we owed them a total of 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 shares of our common stock, valued
at $
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 $
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
shares of our common stock and to make monthly cash payments of $
| F-23 |
Trinesis Technologies Agreement
On April 13, 2023, we entered
into a Services Agreement with Trinesis Technologies Private Limited, a corporation located in India. Under the agreement, Trinesis agreed
to rebuild our software platform so that it is robust and scalable, which was expected to be completed by the end of calendar year 2023.
As compensation for the services, we agreed to pay Trinesis a total of $
| 12. | Subsequent Events |
The Company evaluated subsequent events after December 31, 2024, through the date these financial statements are issued. The following material, non-recognized subsequent events occurred:
Termination of Share Exchange Agreement with Singta (June 30, 2025): 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.
Entry into Share Exchange Agreement (June 30, 2025): Effective June 30, 2025, which will be recognized as the acquisition date for accounting purposes under U.S. GAAP, the Company completed the acquisition of all of the membership interests of Supa Food Services LLC (“Supa”), a Wyoming limited liability company. The Company expects to announce this transaction in a Current Report on Form 8-K on or before September 30, 2025, including the required financial statements of Supa and related pro forma financial information.
Change in independent registered public accounting firm (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.
Notification of late filing (March 31, 2025). 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.
Change in control and officer/director changes (February 3, 2025). 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). In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board.
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.
Catch-up periodic reports (February 2025). In February 2025, the Company filed its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. (See the cover data for each respective report.)
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 |