SUPA Consolidated Inc 10-Q/A for FY2025 Q1
SUPA Consolidated Inc. (SFCX)
About this 10-Q/A
SUPA Consolidated Inc filed this 10-Q/A on September 18, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $139.66K
- compared with a net loss of $41.83K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended |
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from _______________ to _______________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☐ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Not applicable | Not applicable | Not applicable |
The number of shares outstanding of the registrant’s common stock on September 11, 2025 was shares.
TABLE OF CONTENTS
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Tribal Rides International Corp. (the “Company”) for the three months ended March 31, 2025 (the “Original Filing”), as filed with the Securities and Exchange Commission (“SEC”) on September 11, 2025, is being filed to address certain revisions and corrections of errors.
This Amendment does not reflect events occurring after the Original Filing and does not modify or update any other disclosures except as specifically noted above. Accordingly, this Amendment should be read together with the Original Filing and the Company’s subsequent filings with the SEC.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
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PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Consolidated Financial Statements
Tribal Rides International Corp.
INDEX TO FINANCIAL STATEMENTS
| 4 |
TRIBAL RIDES INTERNATIONAL CORP.
BALANCE SHEETS
March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Investment in drone delivery | ||||||||
| Total noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Notes payable | ||||||||
| Accrued interests | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Common stock to be issued, , and shares as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying Notes to Financial Statements
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TRIBAL RIDES INTERNATIONAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended 2025 | For the Three Months Ended 2024 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Total operating expense | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on write-offs | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) before provision for income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net (income) loss | $ | $ | ( | ) | ||||
| Weighted average shares basic and diluted | ||||||||
| Weighted average basic and diluted loss per common share | $ | ) | $ | ) | ||||
See accompanying Notes to Financial Statements
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TRIBAL RIDES INTERNATIONAL CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Common
Stock To Be Issued |
Additional Paid-In |
Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Shares issued with debt | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance – March 31, 2024 (unaudited) | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
| Common Stock | Common
Stock To Be Issued |
Additional Paid-In |
Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Stock issued for services | – | |||||||||||||||||||||||||||
| Net income | – | – | |
|||||||||||||||||||||||||
| Balance – March 31, 2025 (unaudited) | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
See accompanying Notes to Financial Statements
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TRIBAL RIDES INTERNATIONAL CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended 2025 | For the Three Months Ended 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Common stock issued for services | ||||||||
| Prepaid Issuance | ||||||||
| Changes in operating assets/liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Accrued interests | ||||||||
| Due to related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Borrowings from related parties | ||||||||
| Net cash from financing activities | ||||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
See accompanying Notes to Financial Statements
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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.
On
February 3, 2025, Joseph Grimes sold
In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board on February 6, 2025.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
We have prepared the accompanying unaudited 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”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Our Company’s year-end is December 31.
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Going Concern Considerations
The accompanying
financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America,
which contemplate 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.
Internal Use Software Development
We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.
Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over a period of five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.
Intellectual Property
We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.
Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset 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 provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability 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 inputs that may be used to measure fair value:
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| Level 1 | — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||
| Level 2 | — | Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). | ||||
| Level 3 | — | Unobservable inputs which are supported by little or no market activity. |
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 March 31, 2025, and December 31, 2024 (level 3 inputs are not applicable):
| Schedule of fair value hierarchy of assets and liabilities measured at fair value in the financial statements | ||||||||
| Fair Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| As of March 31, 2025: | ||||||||
| Liabilities: | ||||||||
| Due to related parties – recognized at fair value (1) | $ | $ | ||||||
| As of 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 three months and year ended March 31, 2025 and December 31, 2024, respectively there were no transfers between Levels 1, 2 or 3.
Long-lived Assets
We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Revenue Recognition
At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers are predominantly short-term in nature involving a single performance obligation related to the delivery of the service and generally provide for transfer of control at the time payment for the service is received.
We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes which may be collected are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities. No such taxes have yet been charged or collected.
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We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components, therefore we have not adjusted consideration.
Debt Issued with Common Stock/Warrants
Debt and common stock issued with common stock/detachable warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt With Conversion or Other Options. We record the relative fair value of debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt discount or premium is subsequently amortized to interest expense over the expected term of the debt.
Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.
Stock option grants are valued using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options.
Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests.
Income Taxes
We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.
We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of March 31, 2025 and 2024, we had potentially dilutive shares.
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New Accounting Pronouncements
We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.
| 3. | Software and Equipment, net |
Software and equipment, net consists of the following:
| Schedule of software and equipment, net | ||||||||
March 31, 2025 | December 31, 2024 | |||||||
| Software for internal use | $ | $ | ||||||
| Equipment | ||||||||
| Less accumulated depreciation and amortization | ||||||||
| $ | $ |
Beginning in the fourth quarter
of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the year ended December
31, 2023, we capitalized $
Equipment consists of computers.
Depreciation and amortization
of software and equipment amounted to $
| 4. | Patents |
We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. The technologies involve anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes 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 9,984,574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014; | |
| · | Pending U.S. application, published as US 2018/0366004 A1, claims priority to provisional application filed on Jan. 21, 2014; and | |
| · | Pending U.S. application, unpublished, claims priority to three provisional applications filed on Nov. 4, 2019. |
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.
During the three months ended
March 31, 2025, and 2024, we there were
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| 5. | Related Parties Transactions |
Due to Related Parties
Amounts owed to related parties are as follows:
| Schedule of amounts owed to related parties | ||||||||
March 31, 2025 | December 31, 2024 | |||||||
| Joe Grimes | $ | $ | ||||||
| Sanjay Prasad | ||||||||
| Don Smith | ||||||||
| KeptPrivate.com | ||||||||
| $ | $ | |||||||
Mr. Grimes was the CEO and Director, as well as our largest shareholder until February 2025. Mr. Grimes resigned as the CEO and Director of the Company in February 2025.
Mr. Prasad, one of our directors, has made various patent filings for our Company in recent years, the amounts of which have been recorded in Patents, net on the accompanying Balance Sheet. Mr. Prasad resigned as the Director of the Company in February 2025.
Mr. Smith was our CFO and is a party to an employment agreement dated November 17, 2021, as amended, with our Company, under which Mr. Smith is to receive monthly cash payments of $3,500. Mr. Smith resigned as the CFO of the Company in May 2023.
Mr. Steven Ritacco, the Director
of our Company, owns KeptPrivate.com. His company provides services related to the development of our digital transportation enablement
and enhancement platform, the costs of which are included in Software and Equipment, net, on the accompanying Balance Sheet. The amount
charged by KeptPrivate.com, $
Amounts due to related parties bear no interest, are unsecured, and are repayable on demand. Imputed interest on amounts owed is immaterial.
In February 2025, the Company
entered into a Release and Settlement Agreement with Mr. Grimes, Mr. Prasad, and Sanjay Prasad (related parties), pursuant to which the
Company and related parties agreed to mutually release and discharge one another from all claims, obligations, and liabilities arising
from prior service and related-party transactions, collectively valued as $
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| 6. | Notes Payable |
Notes payable consist of the following:
| Schedule of notes payable | ||||||||
March 31, 2025 | December 31, 2024 | |||||||
| Convertible promissory note | $ | $ | ||||||
| Less debt discount | ||||||||
| Accrued interest | ||||||||
| Promissory notes | ||||||||
| Subtotal | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term portion | $ | $ | ||||||
Convertible Promissory Note (AJB Notes)
On November 10, 2021 (the
“Issue Date”), we entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the
“Lender”) for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $
In addition to 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
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 February
10, 2023, in exchange for restricted shares of common stock, valued at $
On January 31, 2023, the
Lender agreed to extend the Note's maturity date to August 31, 2023. In exchange, we issued restricted shares of common stock
valued at $
On May 23, 2023, the Lender
advanced an additional $
The Note is convertible only upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of common stock at a conversion price equal to the lesser of (i) 90% multiplied by the lowest trading price during the 20-trading day period ending on the Issue Date, or (ii) 90% multiplied by the lowest trading price during the 20-trading day period ending on the date of conversion (the “Conversion Price”), subject to adjustments including anti-dilution provisions. No event of default has occurred to date.
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While the Note is outstanding, we are required to reserve at all times five times the number of shares actually issuable upon full conversion of the Note (the “Reserved Amount”). If we fail to maintain or replenish the Reserved Amount within three business days of the Lender’s request, the principal amount of the Note increases by $5,000 per occurrence. If we fail to maintain DTC eligibility or if the Conversion Price falls below $0.01, the principal amount of the Note increases by $5,000, and the Conversion Price is redefined as 50% of the Market Price, subject to further adjustments.
Upon an Event of Default, the Note becomes immediately due and payable, and we must pay the Lender the Default Sum or Default Amount as defined in the Note.
In November 2024, the Lender
issued a small note of $
Interest Expense
During the three months ended
March 31, 2025 and 2024, we recorded interest expense for this note of $
6% Convertible Promissory Note (Sorensen)
On April 28, 2023, we issued
a convertible promissory note to a non-related third party in the principal amount of $
The conversion provisions
contained an embedded derivative feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative
liability of $
We amortized the debt discount over the one-year contractual term of the note. As of April 28, 2024, the debt discount was fully amortized.
Interest expense in connection
with this note was approximately $
As of December 31, 2024,
the note has matured and remains outstanding as a cash obligation of $
10% Promissory Note (Corrigan)
On August 1, 2022, we issued
a promissory note to a non-related third party in the principal amount of $
During the year ended December
31, 2024, interest expense on this note was approximately $
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| 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 units with
On April 13, 2023, we entered into a Private Placement
Subscription Agreement (“PPM”) with a third party (the “Subscriber”), under which the Subscriber agreed to purchase
units, each consisting of one share of our common stock. The consideration received was $ |
| 2. | On April 21, 2023, our Board of Directors authorized the issuance of shares as bonuses, as follows: shares to our then-CFO and shares to a vendor. To date, only 100,000 bonus shares have been issued to our then-CFO, and the remaining 250,000 bonus shares have yet to be issued. | |
| 3. | In February 2023, four stockholders agreed to cancel a total of shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares. | |
| 4. | In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional shares each on their vesting date, which was December 31, 2022. The total of shares was valued at $ |
| 17 |
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:
| Schedule of fair value of stock options assumptions | ||
| June 20, 2020 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the stock price based on the historical volatility of our stock prices.
Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.
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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 period ended March 31, 2025, and December 31, 2024 is as follows:
| Schedule of option activity | ||||||||||||||||
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| 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 $
| Schedule of fair value of warrants assumptions | ||
| May 23, 2023 | ||
| Expected term in years | years | |
| Risk-free interest rate | % | |
| Annual expected volatility | % | |
| Dividend yield | % |
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the stock price based on the historical volatility of our stock prices.
Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.
Remaining term: The remaining term is based on the remaining contractual term of the warrant.
Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the warrants were measured as of the date of issuance of the warrants, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect conditions as of the grant date.
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Activity related to the warrant for the period ended March 31, 2025 and December 31, 2024, is as follows:
| Schedule of warrant activity | |||||||||||||||||
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
||||||||||||||
| Outstanding, December 31, 2024 | $ | $
|
|||||||||||||||
| Outstanding, March 31, 2025 | $ | $ | |||||||||||||||
| Exercisable, end of period | $ | $ | |||||||||||||||
8. Equity-Based Compensation to Related Parties
On January 28, 2025, the Board of Directors of the Company approved a new issuance of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024.
The Company issued the following shares of common stock to its directors as additional compensation:
| Schedule of issued shares of common stock | ||
| Name | Role(s) | Common Shares Granted |
| Joseph Grimes | CEO, temporary CFO, Board Member | shares |
| Sanjay Prasad | Legal Counsel, Board Member | shares |
| Steven Ritacco | Chief Technology Officer, Board Member | shares |
In the case of Mr. Prasad, the share issuance also reflects a settlement
of $
This resolution superseded and revoked all prior equity compensation grants, including those approved on October 27, 2023, and subsequently revised on January 21, 2025, as if such prior grants were never made.
| 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 $
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.
| 20 |
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.
The results of operations of the disposed business have been presented as discontinued operations for all periods presented. The summarized operating results of discontinued operations are as follows:
| Schedule of discontinued operation | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Income (loss) before taxes | ( | ) | ||||||
| Provision for taxes | ||||||||
| Net income (loss) from discontinued operations | $ | $ | ( | ) | ||||
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| 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 $
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 $
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| 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): Entry into Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which the Company agreed to acquire 100% of Singta in exchange for issuing 400,000,000 newly issued restricted shares of the Company’s common stock to Singta’s selling stockholders. The agreement stipulates that the acquisition consideration represents the entire purchase price; closing is contingent upon the terms and conditions set forth in the agreement. The Company disclosed that a copy of the agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not issued these shares. The transaction was subject to customary closing conditions, which were not satisfied. On June 30, 2025, the Board of Directors determined not to proceed with the transaction and formally terminated the Singta Agreement.
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.
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| Item 2. | 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.
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.
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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.
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 March 31, 2025 and December 31, 2024
At March 31, 2025 and December 31, 2024, we had no cash on hand to execute our business plan. We reported accumulated deficits of $2,659,490 and $2,799,154, respectively, and working capital deficits of $654,337 and $746,001, respectively.
Results Operations
The Company did not generate revenue in either the three months ended March 31, 2025 or March 31, 2024, consistent with its pre-commercialization phase.
For the three months ended March 31, 2025 and 2024, we recorded net income of $139,664, compared to a net loss of $41,831.
The net income in the three months ended March 31, 2025 primarily resulted from one-time non-cash gains on the extinguishment of liabilities due to related parties of $174,350.
Total operating expenses decreased to $18,605 in the three months ended March 31, 2025, compared to $38,900 in the three months ended March 31, 2024, 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 further development of our ridesharing and autonomous vehicle platform.
Liquidity and Capital Resources
At March 31, 2025 and December 31, 2024, the Company had $0 and $0 cash to execute its business plan. At March 31, 2025 and December 31, 2024, the Company had accumulated a deficit of $2,659,490 and $2,799,154, and working capital deficits of $654,337 and $746,001, respectively. We have previously raised capital through debt financing, advances from related parties, and private placements of our common stock to meet operating needs.
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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.
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 March 31, 2025, the Company had an accumulated deficit of $2,659,490 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, 2025, 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.
| 26 |
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.
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. |
| 27 |
We have elected to take advantage of the exemption from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
| Item 4. | Controls and Procedures |
Disclosure Controls and Procedures
We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Adam Clode who serves as our principal executive officer, and our Chief Financial Officer, as our principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Adam Clode evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2025. Based on their evaluation, Adam Clode concluded that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of March 31, 2025. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Quarterly Report on Form 10-Q.
These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On January 28, 2025, the Board of Directors of the Company approved a new issuance of 300,000 shares of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024.
The securities were issued pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as transactions not involving a public offering.
| Item 5. | Other Information |
During the quarter ended March 31, 2025, no director
or officer
| Item 6. | Exhibits |
| SEC Ref. No. | Title of Document | |
| 31.1* | Rule 13a-14(a) Certification by Principal Executive Officer | |
| 31.2* | Rule 13a-14(a) Certification by Principal Financial and Accounting Officer | |
| 32.1** | Section 1350 Certification of Principal Executive Officer | |
| 32.2** | Section 1350 Certification of Principal Financial and Accounting Officer | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* |
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)
|
__________________
*Filed with this Report.
**Furnished with this Report.
| 29 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRIBAL RIDES INTERNATIONAL CORP. | ||
| Date: September 18, 2025 | By: | /s/ Adam Clode |
|
Adam Clode, Chief Executive Officer (Principal Executive Officer) | ||
| 30 |
Exhibit 31.1
CERTIFICATION
I, Adam Clode, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A of Tribal Rides International Corp. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: September 18, 2025 | /s/ Adam Clode |
|
Adam Clode, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 31.2
CERTIFICATION
I, Adam Clode, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A of Tribal Rides International Corp. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: September 18, 2025 | /s/ Adam Clode |
|
Adam Clode, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tribal Rides International Corp. (the “Company”) on Form 10-Q/A for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Adam Clode, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
/s/ Adam Clode
Adam Clode, Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Financial and Accounting Officer)
September 18, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tribal Rides International Corp. (the “Company”) on Form 10-Q/A for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Adam Clode, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
/s/ Adam Clode
Adam Clode, Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Financial and Accounting Officer)
September 18, 2025