UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2023~~2024

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

For the transition period from __________ to __________

Commission File Number: 000-56366

TRIBAL RIDES INTERNATIONAL CORP.

(Exact name of Registrant as specified in its charter)

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

26060 Acero, Mission Viejo, CA		92691
530 Technology Drive, Suite 100, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code: (949) ~~434~~880-~~7259~~0900

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of its most recently completed second fiscal quarter, based upon the price at which the common equity was last sold, was $619,~~637,800~~968.

As of ~~September~~August 1727, ~~2024~~2025, there were 39,935,500 ~~shares~~ shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I		1
ITEM 1.	BUSINESS.	1
ITEM 1A.	RISK FACTORS.	32
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	32
ITEM 1C.	CYBERSECURITY	43
ITEM 2.	PROPERTIES.	4
ITEM 3.	LEGAL PROCEEDINGS.	4
ITEM 4.	MINE SAFETY DISCLOSURES.	4
PART II		5
ITEM 5.	MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	5
ITEM 6.	~~[RESERVED.]~~SELECTED FINANCIAL DATA	87
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	87
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	12
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	12
ITEM 9A.	CONTROLS AND PROCEDURES.	12
ITEM 9B.	OTHER INFORMATION.	1413
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	1413
PART III		1514
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	1514
ITEM 11.	EXECUTIVE COMPENSATION.	1716
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.	1817
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.	1918
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	1918
PART IV		2120
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	2120
ITEM 16.	FORM 10-K SUMMARY.	2220
	SIGNATURES	2321
	INDEX TO FINANCIAL STATEMENTS	F-1

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 ~~the~~ 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~~ competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical ~~facts~~ 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 ~~unprecedented~~ impact of ~~COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors and other stakeholders; · 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 ~~brand~~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~~ into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements, or outcomes. No assurance can be made by anyone that the expectations reflected in our forward-looking statements will be attained, or that ~~deviations~~ deviations from them will not be material and adverse. We undertake no obligation, other than as ~~maybe~~may be required by law, to update this ~~Annual~~ 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.

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.”

~~After~~From ~~the~~inception ~~asset~~through ~~purchase~~December 31, we2024, ~~are~~the Company ~~now~~was engaged in a ~~business~~developing ~~that~~proprietary issoftware ~~in the research~~ and ~~development~~patented ~~stage~~technologies offor ~~disrupting~~ridesharing ~~current~~and ~~ride-sharing~~autonomous ~~paradigms~~vehicle markets. WeOur ~~are a transportation technology~~business ~~company~~focused on creating ~~the~~a ~~future~~digital oftransportation ~~personal~~enablement ~~mobility~~platform ~~with~~supported aby ~~unique,~~U.S. ~~patented~~Patent ~~focus on autonomous vehicles~~No. ~~We believe that the mobility ecosystem and marketplace we are creating~~9, ~~based upon our innovative patent and patent-pending technologies~~984,574 ~~will enable us to address current ridesharing demands~~ and ~~those~~U.S. ofPatent ~~the rapidly emerging autonomous vehicle personal mobility market~~No. ~~We are focused on having a significant impact in~~11,217,101, ~~the~~among ~~emerging~~other ~~self-driving~~intellectual ~~car marketplace~~property.1

~~Our~~On ~~Principal~~December ~~Products~~31, or2024, ~~Services~~we completed the sale of substantially all of our intellectual property and ~~Markets~~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.

WeThis ~~have~~transaction ~~and~~represented ~~plan~~the ondivestiture ~~improving a cloud-based Systems~~of asour ahistorical ~~Solution~~transportation ~~(“SaaS”)~~technology ~~interface~~business ~~for a comprehensive social network~~ and ~~mobile~~the ~~app.~~first ~~Our~~step ~~planned~~in ~~E-commerce~~our ~~module~~strategic ~~will enable~~transition ~~users~~ to ~~create~~pursue ~~and~~opportunities ~~manage~~in ~~their~~the ~~own~~food ~~highly~~technology (“food ~~personalized~~tech”) ~~transportation~~sector. ~~experience;~~Following tothe ~~form~~asset ~~and/or join groups; collaborate on cost-saving strategies; find~~sale, ~~schedule,~~we ~~obtain~~discontinued ~~transportation~~development ~~services~~of ~~from~~our ~~within~~ridesharing ~~the groups in which they belong,~~ and ~~easily~~autonomous ~~and~~vehicle ~~securely conduct financial transactions~~platform.

~~Further~~Current ~~development~~Business ~~of our SaaS interface and mobile app and the required marketing and distribution will require additional capital which we are in the process of raising.~~Direction

We ~~believe~~intend ~~that~~to ~~the~~realign ~~approximately~~our ~~ten~~corporate tostrategy ~~fourteen~~and resources toward identifying, ~~million~~developing, ~~shared-ride~~and ~~drivers~~acquiring infood technology businesses and assets. We believe the ~~United~~food ~~States~~tech ~~are~~industry ~~possible~~presents ~~customers~~significant ~~for~~opportunities driven ~~our~~by ~~SaaS~~global ~~services~~demand ~~and~~for ~~software~~healthier, ~~and~~more ~~they~~sustainable, ~~too~~and ~~may~~technology-enabled befood ~~able~~solutions. ~~to move~~The ~~forward~~Company ~~with~~is ~~the~~currently ~~autonomous~~evaluating ~~vehicles~~strategic partnerships, acquisitions, and ~~their~~product ~~expanded~~initiatives ~~scope~~within ofthis ~~services~~sector.

~~Autonomous~~Until ~~Driving~~we ~~Vehicle~~complete ~~Global~~this ~~Market:~~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.

Autonomous vehicles are slowly gaining market share. While in 2019, there were some 31 million vehicles with at least some level of automation in operation worldwide, that number is expected to surpass 54 million in 2024. Correspondingly, the global autonomous car market is projected to grow as well. Although the market shrank by around 3% in 2020 due to the economic slowdown caused by the Covid-19 pandemic, it is forecast that between 2020 and 2024, the market will grow by almost 60%.2

Some estimate that the autonomous vehicle industry is expected to generate global revenue of $173 billion in the next three years and autonomous ride-sharing is widely seen as the next big step for the industry. The development of autonomous vehicles is set to generate global revenue of $173 billion dollars by 2024 with the ride-sharing market playing a primary role in the development and marketing of the technology.3 The industry is forecasted to be $2.195 billion in 2030.

___________________________

1 https://www.prnewswire.com/news-releases/global-outlook-for-the-autonomous-vehicle-market-to-2030-sale-of-autonomous-vehicles-is

-forecast-to-reach-58-million-units-by-2030-301198944.html

2 https://www.statista.com/statistics/428692/projected-size-of-global-autonomous-vehicle-market-by-vehicle-type/

3 https://policyadvice.net/insurance/guides/self-driving-car-insurance/

Shared-Ride and Taxi Market (UBER/Lyft/Didi, etc.) (Domestic)

· $117 billion forecasted for 2021. · $220 billion forecasted by 2025; CAGR of 20.2%. · Smartphone penetration into the market is the key to industry businesses’ success. · A quarter of the U.S. population uses ride-sharing for transport at least once a month. · There are great differences between drivers in different segments of the industry.

Shared-Ride and Taxi Market (UBER/Lyft/Didi, etc.) (International)

	·	The global ride share market is projected to grow at a CAGR of 16.6% during the forecast period, from an estimated $85.8 billion in 2021 to $185.1 billion by 2026. Ride sharing services were the most preferred services before the pandemic, as they offered a convenient and cost-effective means of personal mobility with the help of a transportation network system.
	·	The autonomous vehicle market is projected to be approximately 15+ times that of the Shared-Ride and Taxi Market by 2030.45

Environmental, Social and Governance

The world’s cities are expanding with a resulting suburban daily automobile commute that is un-scalable and over-crowding infrastructure. The average commuter spends nearly as much annually on vehicles, their maintenance and fuel as they do on housing. We believe that this is proving to be unsustainable both fiscally and environmentally.

While electric vehicles reduce some of the environmental burden, they do not improve our clogged roadways nor greatly reduce the cost burden of vehicle ownership. We believe the emergence of self-driving cars enhanced by our Mobility as a Service (“MAAS”) platform will bring another wave of societal and environmental transformation, making carpooling safer, optimized and convenient resulting in fewer vehicles on the road, and a corresponding reduction in congestion and damaging emissions. Furthering this benefit, we believe that our patented “Anticipatory Deployment” algorithms will help anticipate demand and may deploy cars in a more optimized and efficient manner than current methods.

We also believe that creating, developing and rewarding a cooperative community of users, developers and vendors through ownership stock grants will inspire loyalty to our platform, create a priority of use and commitment, and will provide for financial advancement while reducing the costs of vehicle use and ownership.

Distribution

We plan on further developing our cloud-based SaaS shared-ride application and interface for a comprehensive social network and mobile app for both Drivers and Riders.

We are currently reviewing and revising our plans for the Driver and Rider applications.

___________________________

4 https://www.prnewswire.com/news-releases/global-outlook-for-the-autonomous-vehicle-market-to-2030-sale-of-autonomous-vehicles

-is-forecast-to-reach-58-million-units-by-2030-301198944.html

5 https://www.marketwatch.com/press-release/ride-sharing-market-size-soaring-at-cagr-of-2021-by-2026-2021-03-12

Marketing

We are currently reviewing and revising our sales and marketing plans for 2024.

Status of Our Publicly Announced Products or Services

Our SaaS interface is in review.

Competition

Although we believe that our disruptive technology and ecosystem have many unique capabilities, we will be competing with the current shared-ride provider community, both domestically and internationally including: Uber, Lyft, Wingz, Gett, Getaround, BlaBlaCar, RelayRides, Ridejoy, and Justsharelt.

Intellectual Property

We ~~have~~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 ~~for passengers~~ and dispatching cars in advance – to ~~reduce~~minimize wait~~-time~~ times, ~~increasing~~maximize ~~utilization~~vehicle ~~of vehicles~~utilization, and ~~decrease~~reduce ~~cost~~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 ~~secret~~ secrets.

We currently own the following patents and pending applications:

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

	·	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.

~~Government~~The ~~Regulation~~Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and ~~Effects~~all onassociated ~~Our~~intellectual property rights. In consideration ~~Business~~of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000.

~~Once~~Board weOf have developed our products and services, we plan on operating in a particularly complex legal and regulatory environment. Our business will be subject to a variety of U.S. federal, state, local and foreign laws, rules, and regulations, including those related to Internet activities, privacy, cybersecurity, data protection, intellectual property, competition, consumer protection, payments, labor and employment, transportation services, transportation network companies, licensing regulations and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business.Directors

As of the date of this filing, the Company had three (3) directors.

Employees

As of ~~September~~December 31, 2024, we had no full-time employees. ~~All~~ ~~work~~All isactivities ~~currently~~are ~~being~~conducted ~~accomplished~~through byour ~~sub~~directors, officers, and third-~~contractors~~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.

ITEM 1C.

CYBERSECURITY.

~~None~~The Company recognizes that cybersecurity risks present a growing and evolving challenge. We are committed to protecting our systems, networks, and data from unauthorized access, disruption, or damage that could adversely affect our operations, customers, or stakeholders.

Cybersecurity Risk Management and Strategy

The Company recognizes that cybersecurity risks present a dynamic and evolving challenge. We are committed to safeguarding our systems, networks, and data from unauthorized access, disruption, or damage that could adversely affect our operations, customers, or stakeholders.

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

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

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

	·	Employee Awareness and Training: Regular training programs to enhance employee awareness of phishing, data security, and incident response protocols;

	·	Incident Response and Recovery: A documented cybersecurity incident response plan addressing identification, containment, remediation, recovery, and notification procedures.

We align our cybersecurity controls with industry standards and frameworks, including principles derived from the NIST Cybersecurity Framework.

Impact of Cybersecurity Risks on Business

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

Governance and Oversight

Board Oversight:

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

Management Oversight:

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

ITEM 2.

PROPERTIES.

Our current corporate offices are located at ~~26060~~530 ~~Acero~~Technology Drive, ~~Mission~~Suite ~~Viejo~~100, Irvine, CA ~~92691~~92618. We have entered into a month-to-month lease agreement for ~~lease of~~ our corporate offices at no cost. Our telephone number is (949) ~~434~~880-~~7259~~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, ~~which~~that arise in the ordinary ~~course~~ course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise ~~from~~ from time to time, ~~that~~which ~~may~~could harm our business.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5.

MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the OTC Pink under the symbol “XNDA.” The table below ~~sets~~presents, ~~forth~~ for the specified periods, ~~indicated~~ 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, 2023	First	$	0.1432	$	0.05
FISCAL YEAR ENDING DECEMBER 31, 2024	First	$	0.0200	$	0.0001
	Second		0.070004		0.~~0432~~0004
	Third		0.~~0299~~0004		0.~~0299~~0004
	Fourth		0.020004		0.~~0149~~0004

	Quarter	High		Low
FISCAL YEAR ENDED DECEMBER 31, 2022	First	$	1.07	$	0.30
FISCAL YEAR ENDING DECEMBER 31, 2023	First	$	0.1432	$	0.0500
	Second	$	0.600700	$	0.600432
	Third	$	10.000299	$	0.210299
	Fourth	$	0.500200	$	0.~~101~~0149

	Quarter	High(1)		Low(1)
FISCAL YEAR ENDED DECEMBER 31, 2021	First	$	6.10	$	1.50
	Second	$	4.02	$	0.99
	Third	$	1.50	$	0.02
	Fourth	$	1.50	$	0.30

____________________

⁽¹⁾ The first trade of our Common Stock did not occur until January 1, 2021.

Our common stock is considered toa be 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 ~~which~~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~~ provide monthly account statements to customers, and obtain specific written consent offrom 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, to decrease the liquidity of the stock, and increase the transaction ~~cost~~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 ~~April~~August 1727, ~~2024~~2025, we had approximately 26 holders of our common stock. The number of record holders was determined from ~~the records of~~ our transfer agent ~~and~~'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. ~~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.~~

Dividends

We have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay 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 upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors which our Board of Directors deems relevant.

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.

(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.

(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.

The Plan is administered by our board of directors; however, the board of directors may designate administration of the Plan to a committee consisting of at least two independent directors. Only employees of our Company or of an “Affiliated Company”, as defined in the Plan, (including members of the board of directors if they are employees of our Company or of 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 exercisable more than ten years after the date it is granted. In the event of termination of employment for cause, the options terminate on the date of employment is terminated. In the event of termination of employment for disability or death, the optionee or administrator of 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 other reason other than for cause, disability or death, the optionee has 30 days to exercise his or her options.

~~The~~Our board of directors administers the Plan; ~~will~~however, the ~~continue~~board inmay ~~effect~~designate ~~until~~a ~~all~~committee ~~the stock~~consisting ~~available~~of ~~for~~at ~~grant~~least ortwo ~~issuance~~independent ~~has~~directors ~~been~~to ~~acquired~~administer ~~through~~the ~~exercise~~Plan. Only employees of ~~options~~our Company or ~~grants~~an of“Affiliated ~~shares~~Company”, oras ~~until~~defined ~~ten~~in ~~years~~the ~~after~~Plan ~~its~~(including members of the board of directors if they are employees of our ~~adoption~~Company or an Affiliated Company), ~~whichever~~are iseligible ~~earlier.~~to ~~Awards~~receive incentive stock options under the Plan. ~~may~~Employees ~~also~~of beour ~~accelerated~~Company inor of an Affiliated Company, members of the ~~event~~board of ~~certain~~directors ~~corporate~~(whether ~~transactions~~or ~~such~~not asemployed ~~a merger~~by orour ~~consolidation~~company or an Affiliated Company), and “Service Providers”, as defined in the ~~sale~~Plan, ~~transfer~~are oreligible ~~other~~to ~~disposition~~receive ofnon-qualified ~~all~~options, orrestricted ~~substantially~~stock ~~all~~units, ~~our~~and ~~assets~~stock appreciation rights under the Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.

~~There~~No option awards may be exercised more than ten years after the date they are 2granted. In the event of termination of employment for cause,~~500,000~~ ~~shares~~the ~~authorized~~options terminate on the date of termination of employment. In the event of termination of employment for ~~issuance~~disability or death, the optionee or administrator of the optionee’s ~~under~~estate or transferee has six months following the ~~Plan~~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.

AsThe ofPlan ~~December~~will ~~31,~~remain ~~2022,~~in ~~the~~effect ~~Board~~until ~~had~~all ~~granted~~available stock for grant or issuance has been acquired through the exercise of options toor ~~purchase~~the ~~300,000~~grant of shares, ~~Common~~or ~~Stock~~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

OnAll ~~November~~of ~~11,~~the ~~2022,~~Company’s werecent ~~issued~~sales ~~500,000~~of ~~shares~~unregistered ~~each~~securities towithin ~~Don~~the ~~Smith,~~past ~~our~~three ~~CFO,~~years ~~and~~were ~~Steve~~previously ~~Ritacco,~~reported ~~our~~as ~~CIO,~~required ~~pursuant~~in toQuarterly ~~the~~Reports ~~terms~~on ofForm ~~their~~10-Q ~~employment~~and ~~agreements.~~current ~~The~~reports ~~total~~on ~~of 1,000,000 shares,~~Form ~~which~~10-K/A ~~became~~filed ~~vested on~~ July 128, ~~2022, were valued at $300,000 or $0~~2025.~~30 per share which was the value of our stock on their date of grant.~~

OnITEM January 5, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share6. ~~The consideration~~SELECTED ~~received~~FINANCIAL was $25,000. The warrants are exercisable immediately at $0.10 per share, which was the fair market value of our common stock on the date of the agreement and expire in three years from the date of issuance. In allocating the proceeds of the PPM between the common stock and the warrant, we valued the warrant using the Black-Scholes option pricing model and recorded the resulting amount of $12,500 as an increase to additional paid-in capital. The shares were issued in April 2023.DATA

OnThe ~~April~~Company ~~13,~~is ~~2023, we entered into~~ a ~~Private Placement~~“smaller ~~Subscription~~reporting ~~Agreement (“PPM~~company”) ~~with~~as adefined ~~third~~by ~~party~~Rule ~~(the~~12b-2 ~~“Subscriber”)~~of ~~under which~~ the ~~Subscriber~~Exchange ~~agreed~~Act toand ~~purchase 1,000,000~~is ~~units~~not ~~with~~required ~~each~~to ~~unit~~provide ~~consisting~~the ofinformation ~~one~~required ~~share~~under ~~of our common stock. The consideration received was $25,000. The shares have not~~this ~~yet been issued~~Item.

~~Shares~~ITEM ~~for~~7. ~~Services~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Bonus~~This ~~shares~~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.

On April 21, 2023, our Board of Directors authorized bonuses totaling 350,000 shares to be issued as follows: 250,000 shares to our then CFO and 100,000 shares to a vendor. To date only 100,000 bonus shares have been issued to our then CFO and the remaining 250,000 bonus shares have yet to be issued.

Employment Agreement Shares

During the year ended December 31, 2023, we issued 500,000 shares each to the CFO and CIO (total of 1,000,000 shares) as stock awards under the terms of their employment agreements. These shares had been vested as of December 31, 2022, but had not been issued until 2023. Additionally, in accordance with the terms of their employment agreements, a total of 916,667 shares became vested during the year ended December 31, 2023 to these two individuals (500,000 shares to our CIO and 416,667 shares to our CFO). The shares vested during the nine months ended September 30, 2023 were valued at $275,000, or $0.30 per share, which was the fair market value of the shares on November 17, 2021, the date they were awarded. This amount was recorded as a general and administrative expense during the year ended December 31, 2023

The shares issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. There were no sales commissions paid pursuant to these transactions.

ITEM 6.	[RESERVED.]
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Company Overview

~~This~~Tribal ~~Management’s~~Rides ~~Discussion~~International ~~and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements~~Corp., ~~Historical~~a ~~results~~Nevada ~~may~~corporation ~~not~~(the indicate 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“Company”, ~~but are not limited~~ to“we”, ~~those discussed herein. We undertake no obligation to publicly update~~ or ~~revise any forward-looking statements~~“us”), ~~including~~was ~~any~~incorporated ~~changes that~~on ~~might~~May ~~result from any facts~~19, ~~events~~2014, oras ~~circumstances~~“Trimax ~~after~~Consulting, ~~the date hereof that may bear upon forward-looking statements~~Inc.” ~~Furthermore, we~~On ~~cannot~~May ~~guarantee future results~~8, ~~events~~2017, ~~levels~~we changed ofour ~~activity,~~name ~~performance,~~to or“Xinda ~~achievements~~International Corp.”

On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”

From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.

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.

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.

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”).

Forward-Looking Statements

Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward- looking statements which, by definition involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

Factors that may cause differences between actual results and those contemplated by forward-looking statements and are not limited to the following:

· the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors and other stakeholders; · 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 and 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 brand 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.

You should not rely on forward-looking statements in this document. This managements’ discussion contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

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.

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 $2,693,747 as of December 31, 2023. The continuation of our Company as a going concern

is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

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 atas of the date of the financial statements and the reported amounts of revenue and expenses ~~during~~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 ~~for passengers~~ and dispatching cars in advance to reduce wait~~-time~~ times, increasing ~~utilization~~vehicle ~~of vehicles~~utilization, and decreasing ~~cost~~costs. It ~~includes~~ 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 ~~mainly~~ of patent ~~filing~~ filing fees, have been capitalized and are ~~shown~~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 ~~that~~ may impact its financial statements. ~~and~~It does not believe that ~~there are~~ any other new accounting ~~pronouncements~~ ~~that~~ pronouncements have been issued that ~~might~~could have a material impact on its financial position and ~~result~~results of operations.

Trends and Uncertainties

Demand for our products is dependent on general economic conditions, which are cyclical in nature. Because a major portion of our activities are the receipt of revenues from our services and products, our business operations may be adversely affected by competitors and prolonged recessionary periods.

There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant’s continuing operations. There are no other known causes for any material changes from period to period in one or more line items of our financial statements.

Impact of COVID-19

During the year 2021, the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, 2021 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

Results of Operations for the Year Ended December 31, 2023 compared to the year ended December 31, 2022

For both years ended December 31, 2023, and 2022, we had no revenues.

Our operating expenses for the year ended December 31, 2023 were $185,914 compared to $1,098,690 for the year ended December 31, 2022. In 2023, the expenses are related to normal operating practices. In 2022, we incurred an expense of $600,000 for common stock issued and issuable to our Chief Financial and Chief Information Officers in connection with the terms of their amended employment agreements. In 2022, we also incurred an expense of $334,000 related to the investor relations agreement with SRAX, Inc. as described in Note 9 to the accompanying financial statements. Also in 2022, we recorded a $20,000 expense paid to a firm to provide DTC eligibility services to our Company. Finally in 2022, our professional fees include an expense of $42,000 for our Chief Financial Officer hired in November 2021. This cost was partially offset by a reduction of $26,535 in our accounting fees.

Our other income/expense for the year ended December 31, 2022 totaled net expenses of $392,823 The 2022 period included debt discount amortization of $208,287 related to the convertible promissory note described in Note 6 to the accompanying financial statements. The 2022 period also included interest expense of $34,931. Finally, in 2022 we recorded a net loss on extinguishment of debt of $149,605, mainly due to a $150,000 debt extinguishment cost resulting from a debt extension agreement for our convertible promissory note. In the 2021 period, we recorded a net gain on extinguishment of debt of $41,914 in connection with the repayment of a promissory note.

Our net loss for the year ended December 31, 2023, of $185,918 ($0.01 per share) compares to a net loss of 1,491,513 ($0.04 per share) in the previous year.

Liquidity and Capital Resources

We have previously raised capital through debt financing, advances from related parties and private placements of our common stock to meet operating needs. During the year ended December 31, 2023 the company was financed by Related Parties. During the year ended December 31, 2022, we issued a promissory note to a note holder and received $20,000 in proceeds. As of December 31, 2023, we have $NIL in cash, and we will need to raise additional funds to execute our current plan of operation. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us. If we are unable to obtain adequate capital, we could be forced to cease operations.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months.

Balance Sheets

As of December 31, 2023, we had cash of $NIL and total assets of $1,789,157 compared with cash of $4,213 and total assets of $137,652 as of December 31, 2022. Our total liabilities increased in the 2023 period compared to 2022 by $316,295 due to increases in accounts payable and accrued liabilities ($145,084), notes payable, net of debt discount ($103,075) and related party advances ($49,909).

During the year ended December 31, 2022 we issued or became obligated to issue shares of our common stock as follows: 2,000,000 shares to our CFO and CTO in accordance with the terms of their employment agreements, 24,000 shares in settlement of a promissory note, and 600,000 shares for the extension of the maturity date of our convertible note payable.

Cash Flows

During the year ended December 31, 2023, we used cash of $4,213 in our operating activities versus $154,504 in the comparable 2022 period. This use of cash in the 2023 period was caused by our net loss of $185,918 offset to some degree by the total non-cash items of shares issued for services, shares issued in accordance with terms of employment agreements, loss on extinguishment of debt, amortization of debt discount, and changes in accounts payable and accrued liabilities, and deferred revenue. In the 2022 period, our net loss of $1,098,690 was offset mainly by non-cash items of shares issued for services and, gain on extinguishment of debt, amortization of debt discount, and changes in accounts payable and accrued liabilities.

Our investing activities used cash of $(9,424) and $85,444 for the years ended December 31, 2023 and 2022, respectively, primarily related to costs incurred in the development of our digital transportation platform.

In the year ended December 31, 2023, we generated $(89,872) in financing activities from related party advances in the year ended December 31, 2022, we generated $122,680 in financing activities from the issuance of a note payable of $20,000 as well as proceeds from related party advances of $102,680.

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 ~~would~~ 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 ~~the~~adopting ~~adoption of~~ new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,” we are not required to furnish information under this Item 7A.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY 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.

~~None~~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 ~~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, 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~~ 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 ~~such term is~~ defined in the Exchange Act Rule 13a-15(f). Internal control ~~over~~ over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the ~~preparation~~ preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~Because~~Due ofto its inherent limitations, internal ~~control~~ control over financial reporting may not ~~prevent~~be effective in preventing or ~~detect~~detecting misstatements. ~~Also~~Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate ~~because~~due ofto changes in conditions, or that the degree of compliance with ~~the~~ policies or procedures may deteriorate.

Management ~~conducted~~evaluated ~~an evaluation of~~ 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”).

During its evaluation, management noted certain matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under 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.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 ~~noted~~identified deficiencies ~~involving~~related to a lack of ~~segregation~~ segregation of duties, ~~lack~~inadequate of governance/ and oversight, and ~~lack~~insufficient of internal control documentation, ~~that~~which we believe ~~to be~~ constitute material weaknesses.

~~Because~~Due ofto ~~this~~these material weaknesses, management ~~concluded~~ 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 ~~plan of~~ remediation plan to strengthen our overall internal control over financial reporting. The remediation plan will include ~~the~~ the creation and adoption of a formal policy manual that specifically ~~dealing~~addresses ~~with~~ 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 ~~set~~outlined ~~forth~~ above are fully implemented and tested, the material weakness described above will ~~continue to~~remain ~~exist~~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 ~~materially~~ affect, our internal control over financial reporting materially.

Important Considerations

The effectiveness of our disclosure controls and procedures, ~~and~~as well as our internal control over financial reporting, is subject to various inherent limitations, including cost limitations, ~~judgments~~ 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 ~~because~~due ofto 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 ~~in a timely manner~~ to the appropriate levels of management in a timely manner.

ITEM 9B.

OTHER INFORMATION.

During the quarter ended December 31, ~~2023~~2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable to the Company.

1413

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
Joseph Grimes	Chief Executive Officer and Director	January 18, 2020	66
Adam Clode	Chief Executive Officer and Director	February 6, 2025	45
		–	60
Candice Beaumont	Director	February 6, 2025	51
Steven Ritacco	Director and Chief Technology Officer	June 1, 2020	60
John McMullen	Director	February 6, 2025	53
Sanjay Prasad, Esq.	Director	June 1, 2020	59

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:

~~Joseph~~Adam ~~Grimes~~Clode: Mr. ~~Grimes~~Clode has served as ~~our~~ Chief Executive Officer and director ~~since~~of ~~January~~Tribal ~~18,~~Rides ~~2020.~~International MrCorp. ~~Grimes~~since ~~has~~February ~~over 20 years of executive and managerial level positions leading large teams who successfully executed complex business strategies~~2025. ~~His~~From ~~notable~~June ~~achievements~~2016 ~~include~~to ~~launching~~December ~~new products and companies~~2020, ~~and establishing new software development and manufacturing enterprises domestically and overseas. For 12 years,~~ he ~~was~~served ~~founder~~as ~~and~~Chief ~~President~~Executive Officer of ~~ISERA Group~~RotoGro, ~~where~~overseeing heglobal ~~directed~~operations ~~efforts~~with ~~resulting~~responsibilities inthat 12included ~~Small~~project ~~Business Innovative Research Grants~~delivery, ~~managed~~corporate ~~five teams~~finance, oflicensing ~~software designers~~ and ~~developed~~regulatory ~~sophisticated Decision Support Software Systems (DSSS) for Commercial~~matters, ~~Military~~mergers and ~~Government~~acquisitions, ~~sectors. He is the Founder~~ and ~~CEO~~investor ~~of Tribal Rides, Inc from 2014 to present~~relations.

HeMr. ~~has~~Clode ~~programming~~holds ~~experience~~a inMaster ~~OOP~~of inInternational ~~C++~~Business (MIBA) ~~and~~from VBthe University of Southern Queensland (2018), a Master of Project Management from the University of Southern Queensland (2009, with ~~Access~~Distinction), and ~~SQL~~ ~~Server~~a Bachelor of Engineering in Civil Engineering (Honors) from the University of Western Australia (2003, ~~DBMS~~with Honors).

~~Steven~~The ~~Ritacco:~~Board ~~Mr.~~of ~~Ritacco~~Directors ~~has~~believes ~~served as a director since June 1, 2020 and as our Chief Technology Officer since November 18, 2021. From April 2001 until the present,~~ Mr. ~~Ritacco~~Clode’s ~~has~~leadership ~~served~~experience asin ~~President~~international ofbusiness ~~KeptPrivate~~operations, ~~Inc./Proxemi.~~corporate ~~From~~finance, ~~September~~mergers ~~2015~~and ~~until March 2018~~acquisitions, ~~Mr.~~and ~~Ritacco~~project ~~served~~management ~~as Chief Technology Officer~~provides ofvaluable ~~Blue~~expertise ~~NRGY~~to ~~Group~~the ~~Ltd.~~Company ~~Mr.~~as ~~Ritacco~~it ~~received~~executes anits ~~undergraduate~~business ~~degree from the University of Rhode Island~~strategy.

~~Sanjay~~Candice ~~Prasad~~Beaumont: MrMs. ~~Prasad~~Beaumont has served as as a director ~~since June 1, 2020. Mr. Prasad has served in a variety~~ of ~~roles~~Tribal asRides anInternational ~~attorney and advisor to companies around the world~~Corp. ~~From July~~since ~~2020~~[appointment ~~until the present, Mr~~date]. ~~Prasad~~She ~~has been a partner at Appleton Luff, a boutique international law firm. He~~ is ~~also~~currently ~~an Associate Professor at~~ the ~~Sandra~~Chairman ~~Day O’Connnor College~~ of ~~Law~~Salsano atGroup ~~Arizona~~(since ~~State University. From July 2013 until July 2020, Mr. Prasad was~~February ~~a principal at Prasad IP~~2016), ~~PC.,~~ a ~~law~~global ~~firm~~holding ~~specializing~~company ~~in intellectual property. Prior to that Mr. Prasad has served as chief patent counsel at Oracle Corporation~~ and inconglomerate ~~various~~with ~~executive~~significant ~~roles~~private inequity ~~intellectual property commercialization~~ and asventure acapital ~~business~~interests, ~~executive~~including atequity ~~Intellectual~~stakes ~~Ventures~~in ~~and~~over ~~IPVALUE~~100 ~~Management.~~companies ~~Mr.~~across ~~Prasad~~various ~~received~~sectors, aincluding ~~law~~real ~~degree~~estate, ~~from~~luxury ~~the Syracuse University College of Law~~goods, ~~and graduate and undergraduate degrees in computer and electrical engineering~~consumer, ~~respectively~~technology, ~~from~~and ~~Boston University~~media.

1514

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 currently have not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any 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 would otherwise be performed by committees. 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.15

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 athe registered class of the Company’s equity ~~securities,~~ 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 a Form 4; however, ~~the~~ Form 3 was not filed in a timely ~~filed~~manner. ~~In addition~~Additionally, Joseph Grimes and Steven Ritacco ~~each~~ each had ~~obligations~~an obligation to file a Form 4; however, the Form 4s were not filed in a timely ~~filed~~manner.

Code of Ethics

We have not adopted athe Code of Ethics. We have had minimal operations orand business, ~~and have not~~ generated ~~any~~no revenues, and have a limited ~~members of~~ management team, ~~including~~comprising one sole executive officer. Due to this, we ~~feel~~believe that the adoption of a Code of Ethics would not serve ~~the~~its primary purpose ofin ~~such~~providing a ~~code~~standard ~~to provide a manner~~ of conduct , as the development, execution, and enforcement of such a code would be carried out by the same persons and only ~~persons~~those to whom ~~such~~the code ~~applied~~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, ~~2022~~2024, and ~~2021~~2023.

Summary Compensation Table

Name and principal position	Year	Salary ($)	Stock Awards ($)	Total ($)
Joseph Grimes, Chief Executive Officer	~~2023~~2024	0	0	0
	2022	0	0	0
	2023	0	0	0
Don Smith, Chief Financial Officer	~~2023~~2024	0	0	0
	2022	42,000(1)	300,000(2)	342,000
	2023	0	0	0
Steven Ritacco, Chief Technology Officer	~~2023~~2024	0	0	0
	2022	24,000(3)	300,000(4)	324,000
	2023	0	0	0

(1) As of December 31, 2023, $37,000 of Mr. Smith’s salary was accrued and unpaid.

⁽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.

~~(2) During 2022, Mr. Smith was awarded 1,000,000 shares of the Company’s Common Stock.~~16

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

(4) During 2022, Mr. Smith was awarded 1,000,000 shares of the Company’s Common Stock.

CFO Employment Agreement

Effective November 17, 2021, we entered into an Employment Agreement with Don Smith (the “CFO Agreement”), our Chief Financial Officer. Pursuant to the CFO Agreement, Mr. Smith is entitled to monthly cash compensation of $3,500 per month. In addition, beginning January 1, 2022, Mr. Smith will be awarded 1,000,000 shares of Common Stock of the Company annually for three years (the “CFO Shares”). The CFO Shares will vest every six months. The CFO Agreement may be terminated, for any reason, by either party upon written notice to the other party.

CTO Employment Agreement

Effective November 17, 2021, we entered into an Employment Agreement with Steven Ritacco (the “CTO Agreement”), our Chief Technology Officer. Pursuant to the CTO Agreement, Mr. Ritacco is entitled to monthly cash compensation of $8,000 per month. In addition, beginning January 1, 2022, Mr. Ritacco will be awarded 1,000,000 shares of Common Stock of the Company annually for three years (the “CTO Shares”). The CTO Shares will vest every six months. The CTO Agreement may be terminated, for any reason, by either party upon written notice to the other party.

Equity Awards

The following table sets forth information concerning as of the year ended December 31, 2022 for our named executive officers.

Outstanding Equity Awards at Fiscal Year-End

	Stock awards
Name	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Joseph Grimes	33,334	0.01 (1)	33,334	0.01 (1)
Don Smith	2,000,000	0.14	0	0
Steven Ritacco	2,033,334	0.14	33,334	0.01

______________________

(1) The fair market value was deemed $0.01 per share.

Director Compensation

During the year ended December 31, ~~2023~~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 adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities, applicable to the Company, its officers and directors, as well as our employees who have regular access to material, non-public information about the Company in the normal course of their duties. Our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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 as 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: ~~26060~~530 ~~Acero~~Technology Drive, ~~Mission~~Suite ~~Viejo~~100, CAIrvine, ~~92691~~CA.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(1)
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)~~	21,646,167	~~59.76%~~(2)		59.76%
Sanjay Prasad	~~1,466,667(3)~~	1,466,667	~~4.05%~~(3)		4.05%
Steven Ritacco	~~1,643,332(4)~~	1,643,332	(4~~.48%~~)		4.48%
Don Smith	~~1,436,665(5)~~	1,436,665	~~3.93%~~(5)		3.93%
Executive Officers, Named Executive Officers, and Directors as a Group (4 Persons)	~~26,192,831~~	26,192,831	~~70.35%~~		70.35%
Aika Patel 2235 FREDRICK DGLSS 2D NEW YORK NY 10027	~~2,300,000~~	2,300,000	~~6.36%~~		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 exercise of an option) within 60 days of the date as of 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 actually outstanding on the April 17, 2023.
	(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. Also 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. Also includes 166,666 shares which will vest within 60 days of April 17, 2023.

⁽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.

1817

⁽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 ~~which~~that has requirements that a majority of the board of directors be be “independent,” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of 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 ~~would~~ meet this standard, and, therefore, ~~would~~are be considered ~~to be~~ 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~~ engagements for the year ended December 31, 2023 and December 31, 2022 were $296,~~827~~500 and $2829,~~000 for the period ended December 31, 2021~~827. There will be a fee of $610,~~500~~750 for the 2024 ~~2023~~ audit.

Audit-Related Fees

There were no fees billed for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements, other than those reported above, for the years ended December 31, ~~2023~~2024, and ~~2022~~2023.

Tax Fees

~~There~~No ~~were 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, ~~2023~~2024, and ~~2022~~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, ~~2023~~2024, and ~~2022~~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 ~~to us~~ are compatible with maintaining the ~~independence~~ independence of our auditors. ~~and~~The Board has concluded that the ~~independence~~provision of ~~our~~such ~~auditors~~services isdoes not ~~compromised~~compromise by the ~~provision~~independence of ~~such~~our ~~services~~auditors. ~~Our~~ Our Board of Directors pre-approves all auditing services and ~~permitted~~permits non-audit services, including the fees and terms of those services, to be ~~performed~~provided for us by our independent auditor prior to engagement.

2019

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, ~~2023~~2024, and ~~2022~~2023

Audited Statements of Operations for the years ended December 31, ~~2023~~2024, and ~~2022~~2023

Audited Statements of Changes in Stockholders’ Deficit for the years ended December 31, ~~2023~~2024, and ~~2022~~2023

Audited Statements of Cash Flows for the years ended December 31, ~~2023~~2024, and ~~2022~~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

31.1

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

31.2

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

32.1**

Section 1350 Certification of Principal Executive Officer

32.2**

Section 1350 Certification of Principal Financial Officer

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

_________________

*Management contract, or 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.

~~SIGNATURE PAGE FOLLOWS~~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: October 2, 2024	By:	/s/ Joseph Grimes
Date: August 29, 2025	By:	/s/ Adam Clode
		Joseph Grimes, Chief Executive Officer
		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/ Joseph Grimes	Chief Executive Officer and Director	October 2, 2024
/s/ Adam Clode	Chief Executive Officer and Director	August 29, 2025
Joseph Grimes
Adam Clode
/s/ Sanjay Prasad	Director	October 2, 2024
Sanjay Prasad, Esq.
/s/ Steven Ritacco	Director, Chief Technology Officer	October 2, 2024
Steven Ritacco

2321

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5968)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7057)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5854)		F-3
Report of Independent Registered Public Accounting Firm (PCAOB ID: 5968)		F-3
Balance Sheets at December 31, 2023 and 2022		F-4
Balance Sheets at December 31, 2024, and 2023		F-4
Statements of Operations for the years ended December 31, 2023 and 2022		F-5
Statements of Operations for the years ended December 31, 2024, and 2023		F-5
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022		F-6
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2024, and 2023		F-6
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-7
Statements of Cash Flows for the years ended December 31, 2024, and 2023		F-7
Notes to Financial Statements		F-8

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

LAO PROFESSIONALS

(PCAOB ID 7057)

We have served as the Company’s auditor since 2025

Lagos, Nigeria

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

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

/s/ Olayinka Oyebola

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

Lagos, Nigeria

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

September 20, 2024

F-2

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, 2022 and 2021, the related statements of operations, stockholders’ deficit, and cash flows for the years 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, 2022 and 2021, 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 assuming 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

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 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 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 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 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 board of directors 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. We determined that there are no critical audit matters.

/s/ TAAD LLP

TAAD LLP

We have served as the Company’s auditor since 2021

Diamond Bar, CA

April 17, 2023

F-3

TRIBAL RIDES INTERNATIONAL CORP.

BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash	$	–		$	~~4,213~~–
Prepaid expenses		~~35,700~~–			–35,700
Total current assets		~~35,700~~–			435,~~213~~700
Software and equipment, net		~~136,284~~–			~~126~~136,~~860~~284
Patents, net		~~6,173~~–			6,~~579~~173
Total noncurrent assets		142,457			133,439
Investment in drone delivery		5,000,000			–
Total Assets	$	178,157		$	137,652
Total noncurrent assets		5,000,000			142,457
Total Assets	$	5,000,000		$	178,157
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	~~237~~66,~~657~~430		$	92237,~~573~~657
Deferred revenue		9–			9
Notes payable, net of debt discount		431,302			310,000
Notes payable		368,225			431,302
Due to related party		213,350			163,441
Accrued interests		148,996			–
Total current liabilities		882,318			566,023
Due to related party		213,350			213,350
Total Liabilities		882,318			566,023
Total current liabilities		797,001			882,318
Total Liabilities		797,001			882,318
Commitments and contingencies		–			–
Stockholders’ equity (deficit):
Common stock, $0.00001 par value, 50,000,000 shares authorized; 39,935,500 and 36,502,500 shares issued and outstanding as of December 31, 2023, and 2022, respectively		396			365
Common stock, $0.00001 par value, 50,000,000 shares authorized; 39,935,500 and 39,935,500 shares issued and outstanding as of December 31, 2024, and 2023, respectively		399			396
Preferred stock to be issued, 4,624,000 and 1,624,000 shares as of December 31, 2023, and 2022, respectively		46			16
Common stock to be issued, 2,766,667 and 4,624,000 shares as of December 31, 2024, and 2023, respectively		27			46
Additional paid-in capital		27,~~147~~001,~~393~~727			12,~~591~~147,~~654~~393
Accumulated deficit		(2,~~851~~799,~~996~~154	)		(2,~~020~~851,~~406~~996	)
Total Stockholders’ Equity (Deficit)		~~(704~~4,~~161~~202,999	)		(~~428~~704,~~371~~161	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	~~178~~5,~~157~~000,000		$	~~137~~178,~~652~~157

See accompanying Notes to Financial Statements

F-4

TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

	For the Twelve Months Ended December 31, 2023			For the Twelve Months Ended December 31, 2022
	Fiscal Year Ended December 31, 2024			Fiscal Year Ended December 31, 2023
Operating expenses:
Selling and marketing	$	52–		$	~~8,516~~52
General and administrative (includes stock-based expense of $934,000 and $166,000, respectively)		137,791			1,090,174
General and administrative		88,196			137,791
Total operating expense		~~137~~88,~~843~~196			1137,~~098,690~~843
Operating loss		(~~137~~88,~~843~~196	)		(1137,~~098,690~~843	)
Other income (expense):
Interest expense		(48110,~~075~~953	)		(3448,~~931~~075	)
Amortization of debt discount		(0	)		(208,287	)
Gain on Extinguishment of Derivative		18,227			–
Gain (loss) on extinguishment of debt		(0233,764	)		~~(149,605~~–	)
Total other income (expense)		~~(48~~141,~~075~~038	)		(~~392~~48,~~823~~075	)
Loss before provision for income taxes		(185,918	)		(1,491,513	)
Income (loss) before provision for income taxes		52,842			(185,918	)
Provision for income taxes		–			–
Net loss	$	~~(185~~52,~~918~~842	)	$	(1185,~~491,513~~918	)
Weighted average shares basic and diluted		39,935,500			3639,~~612~~935,~~089~~500
Weighted average basic and diluted loss per common share	$	(0.0100	)	$	(0.0400	)

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’
	Common Stock						To Be Issued						Paid-In			Accumulated			Equity
	Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)
Balance – December 31, 2020		36,057,500		$	3,606			–		$	–		$	87,979		$	(178,753	)	$	(87,168	)
Balance – December 31, 2022		36,502,500		$	365			1,624,000		$	16		$	1,591,654		$	(2,020,406	)	$	(428,371	)
Shares issued for services		125,000			13			–			–			499,987			–			500,000
Shares issuable with PPM		–			2			1,000,000			10			37,488			–			37,500
Shares and warrant issuable with debt		–			–			1,320,000			132			244,318			–			244,450
Warrant issuable with PPM		–			–			–			–			12,500			–			12,500
Net loss		–			–			–			–			–			(350,140	)		(350,140	)
Shares issued or issuable for services		1,050,000			30			2,100,559			21			287,499			–			287,550
Balance – December 31, 2021 (Audited)		36,182,500			3,619			1,320,000			132			832,284			(528,893	)		307,142
Stock award shares		3,200,000			10			(83,333	)		(1	)		274,991			–			275,000
Shares issued for services		1,320,000			132			(1,320,000	)		(132	)		–			–			–
Cancelled shares		(2,145,000	)		(21	)		–			–			21			–			–
Cancellation of shares		(2,000,000	)		(200	)		–			–			200			–			–
Gain (loss) on extinguishment of debt		1,000,000			10			–			–			(77,510	)		–			(77,500	)
Shares issued or issuable pursuant to employment agreements		1,000,000			100			1,000,000			100			599,800			–			600,000
Previous years’ net loss adjustment		–			–			–			–			20,750			(645,672	)		(645,672	)
Shares issuable in settlement of debt		–			–			24,000			2			5,998			–			6,000
Net loss		–			–			–			–			–			(185,918	)		(185,918	)
Shares issued in extinguishment of debt		–			–			600,000			60			149,940			–			150,000
Balance – December 31, 2023 (Audited)		39,607,500		$	396			4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)
Out-of-period adjustment error correction		–			(3,286	)		–			(146	)		3,432			–			–
Net loss		–			–			–			–			–			(1,491,513	)		(1,491,513	)
Balance – December 31, 2022 (Audited)		36,502,500		$	365			1,624,000		$	16		$	1,591,654		$	(2,020,406	)	$	(428,371	)

	Common Stock						Common Stock To Be Issued						Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)
Balance – December 31, 2022		36,502,500		$	365			1,624,000		$	16		$	1,591,654		$	(2,020,406	)	$	(428,371	)
Balance – December 31, 2023		39,607,500		$	396			4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)
Shares issuable with PPM		–			2			1,000,000			10			37,488			–			37,500
Shares to be issued reversed		–			–			(1,874,559	)		(19	)		19			–			–
Warrant issuable with PPM		–			–			–			–			12,500			–			12,500
Shares issuance adjusted		328,000			3			–			–			(3	)		–			–
Shares issued or issuable for services		1,050,000			30			2,100,559			21			287,499			–			287,550
Investment in drone technology		–			–			–			–			4,857,543			–			4,857,543
Stock award shares		3,200,000			10			(83,333	)		(1	)		274,991			–			275,000
Adjustment of AJB Small Note		–			–			–			–			(3,225	)		–			(3,225	)
Cancelled shares		(2,145,000	)		(21	)		–			–			21			–			–
Net loss		–			–			–			–			–			52,842			52,842
Gain Loss on extinguishment of debt		1,000,000			10			–			–			(77,510	)		–			(77,500	)
Balance – December 31, 2024 (Audited)		39,935,500		$	399			2,766,667		$	27		$	7,001,727		$	(2,799,154	)	$	4,202,999
Net loss		–			–			–			–			20,750			(831,590	)		(810,840	)
Balance – December 31, 2023 (Audited)		39,607,500		$	396			4,641,226		$	46		$	2,147,393		$	(2,851,996	)	$	(704,161	)

See accompanying Notes to Financial Statements

F-6

TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

	For the Twelve Months Ended December 31, 2023			For the Twelve Months Ended December 31, 2022
	Fiscal Year Ended December 31, 2024			Fiscal Year Ended December 31, 2023
Cash flows from operating activities:
Net loss	$	~~(185~~52,~~918~~842	)	$	(1185,~~491,513~~918	)
Adjustment to reconcile net loss to net cash used in operating activities:
Expense for shares issued in 2022 for services		–			334,000
Common stock issued for services adjustment		3			–
Shares issued and issuable pursuant to employment agreements		–			600,000
(Gain) loss on extinguishment of debt		–			149,605
Amortization of software and equipment		–			1,838
Amortization of debt discount		–			208,287
Changes in operating assets/liabilities:
Accounts payable and accrued liabilities		~~166~~(171,~~092~~227	)		43166,~~270~~092
Deferred revenue		–			9
Prepaid expenses		35,700			–
Net cash used in operating activities		(19,826	)		(154,504	)
Deferred revenue		(9	)		–
Accrued interests		148,996			–
Net cash used in operating activities		66,305			(19,826	)
Cash flows from investing activities:
Capital expenditures		(9,424	)		(85,444	)
Software & equipment		136,284			(9,424	)
Net cash used in investing activities		(9,424	)		(85,444	)
Patents, net		6,173
Capital expenditures		(5,000,000	)		(9,424	)
Net cash used in investing activities		(4,857,543	)		(9,424	)
Cash flows from financing activities:
Borrowings from related parties		~~49,909~~–			~~102~~49,~~680~~909
Proceeds from note payable – non-related		65,000			20,000
Stock to be issued		(19	)		–
Additional Paid in Capital		555,739			–
Proceeds from note payable – non-related		(63,077	)		65,000
Adjustment to Retained Earnings		(645,611	)		–
Additional Paid in Capital		4,854,334			555,739
Net cash from financing activities		25,037			122,680
Adjustment to Retained Earnings		–			(645,611	)
Net change in cash		(4,213	)		(117,268	)
Net cash from financing activities		4,791,238			25,037
Cash, beginning of period		4,213			121,481
Net change in cash		–			(4,213	)
Cash, end of period	$	0		$	4,213
Cash, beginning of period		–			4,213
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	$	–		$	~~6,000~~–

See accompanying Notes to Financial Statements

F-7

TRIBAL RIDES INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

1.	Organization and Business

Organization and Business

WeTribal ~~were~~Rides ~~incorporated~~International ~~on May 19~~Corp., ~~2014~~a inNevada corporation (the ~~State~~“Company”, of“we”, ~~Nevada~~or ~~as Trimax Consulting~~“us”), ~~Inc.~~was ~~with~~incorporated anon ~~initial~~May ~~business plan of providing real estate consulting services and purchasing tax liens. On March 16~~19, ~~2017~~2014, ~~Newfield~~as ~~Global Holdings Limited acquired 25.0 million shares of our common stock representing~~“Trimax ~~96.3% of our then outstanding shares. Upon election of a new Board of Directors and appointment of new management~~Consulting, ~~we altered our business plan to provide end-to-end Human Resource services~~Inc.” On May 8, 2017, we ~~filed~~changed ~~an Amendment to~~ our ~~Articles of Incorporation changing our~~ name to “Xinda International Corp. On February 24, 2021, we filed an Amendment to our Articles of Incorporation changing our name to Tribal Rides International Corp. On February 23, 2022, we filed an application with the Financial Industry Regulatory Authority (“FINRA”~~) to change our ticker symbol. Until that change is made, our ticker symbol remains XNDA.~~

WeFrom ~~are~~incorporation through January 2020, we were principally engaged in the business of ~~digital~~marketing ~~transformation~~an array of ~~transportation.~~property ~~The~~tax ~~digital~~lien ~~transportation~~services ~~enablement~~including ~~and~~(a) ~~enhancement~~identifying ~~platform~~property ~~provides~~tax ~~fully~~lien ~~automated dispatching~~auctions and ~~bookings~~property ~~management~~tax ~~built~~liens for ~~taxi~~sale; ~~companies,~~(b) ~~limousine~~providing ~~companies~~valuation ~~and~~services ~~ride-sharing~~with ~~service~~regards ~~providers.~~to ~~The~~real ~~platform~~property ~~gives~~subject ~~customers an~~to ~~app-based~~property ~~experience~~tax liens; and ~~provides service providers a range of functions which include customer booking, accounts management, driver~~(c) ~~tracking,~~providing ~~real-time~~consultative ~~notifications, auto dispatching algorithms, accounting~~ and ~~settlements,~~advisory ~~corporate~~services ~~account management as well as providing reporting and analytics. The platform has also shown~~ to ~~have~~property atax ~~direct~~lien ~~application~~investors in ~~the~~regards ~~B2B~~to ~~space~~purchasing inproperty ~~providing~~tax ~~corporations~~liens, ~~with~~servicing ~~a more~~property ~~efficient~~tax ~~taxi~~liens ~~chit solution to combat fraud~~ and ~~excessive~~adjudicating ~~administration~~property ~~costs~~tax liens.

~~Although~~On weJanuary ~~have~~18, ~~made progress on our platform~~2020, ~~it is continuing to undergo beta testing while~~ we ~~await~~entered ~~additional~~into ~~funding.~~an ~~We hope to launch the next phase of release~~Asset ~~during~~Purchase ~~the~~Agreement ~~year~~with ~~ending~~Tribal ~~December 31~~Rides, ~~2023~~Inc., Wea ~~have~~Nevada ~~focused~~corporation on(“Tribal ~~expanding~~Rides”), ~~some~~pursuant ofto ~~the~~which ~~transportation~~we ~~capabilities~~purchased ~~and~~certain assets ~~bug~~of ~~fixing.~~Tribal ~~One~~Rides ~~significant addition~~in toexchange for the ~~financial~~issuance ~~transaction~~of ~~capabilities~~25,000,000 shares of our ~~platform~~Common isStock. ~~the~~On ~~successful~~February ~~registration~~24, ~~and~~2021, ~~qualification~~we ~~for~~changed ~~using~~our ~~the Paypal~~name ~~financial transaction features~~ to ~~supplement~~“Tribal ~~our~~Rides ~~current~~International ~~Stripe capabilities~~Corp.”

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.

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 ~~conformity~~accordance with generally accepted accounting principles in the United States of America, which ~~contemplate~~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 $2,~~851~~799,~~996~~154 as of December 31, ~~2023~~2024. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

F-8

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 $~~NIL~~0 ~~and $4,213~~ at December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

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~~as ~~with~~well as the post-implementation stages of internal use of computer software, are expensed as 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 patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand ~~for passengers~~ and dispatching cars in advance – to ~~reduce~~minimize wait~~-time~~ times, ~~increasing~~maximize ~~utilization~~vehicle ~~of vehicles~~utilization, and ~~decrease~~ ~~cost.~~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 ~~secret~~ secrets.

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 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 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:

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.

F-9

~~For~~Patent ~~assets and liabilities~~expenses, primarily ~~such~~consisting asof ~~cash,~~patent ~~prepaid~~filing ~~expenses~~fees, ~~accounts~~have ~~payable~~been capitalized and ~~accrued~~are ~~liabilities~~presented ~~maturing~~as ~~within~~an ~~one~~asset ~~year~~on ~~from~~our ~~the~~ balance sheet. ~~date,~~We ~~the~~amortize ~~carrying amounts~~our ~~approximate~~patent ~~fair~~assets over ~~value~~the ~~due~~remaining tolife of the ~~short~~Patent, ~~maturity~~which ofis ~~these~~approximately ~~instruments~~ten (10) years.

Fair Value ~~Hierarchy~~ of ~~assets and~~Financial ~~liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2022 and 2021 (level 3 inputs are not applicable):~~Instruments

Schedule of fair value hierarchy of assets and liabilities measured at fair value in the financial statements
	Fair Value Measurement Using
	Level 1		Level 2
Year ended December 31, 2023:
Liabilities:
Due to related parties – recognized at fair value (1)	$	213,350	$	–
Year ended December 31, 2022:
Liabilities:
Due to related parties – recognized at fair value (1)	$	163,441	$	–

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⁾	$	213,350	$	–

Year ended December 31, 2024:
Liabilities:
Due to related parties – recognized at fair value ⁽¹⁾	$	213,350	$	–

____________

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

During the years ended December 31, ~~2023~~2024, and ~~2022~~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, ~~and~~ we believe our activities do not yet expose us to any market, credit, or liquidity risk.

Long-lived Assets

Revenue Recognition

At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers are predominantly short-term in nature, involving a single performance obligation related to the delivery of the service, and generally provide for transfer of control at the time payment for the service is received.

We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes, which may be collected, are not recognized as revenue but are included in accounts payable on the balance sheets as they would ~~ultimately~~ ultimately be remitted to ~~governmental~~government authorities. No such taxes have ~~yet~~ 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 ~~for~~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.

F-10

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~~with Conversion or Other Options. We record the relative fair value of common stock and warrants ~~related~~issued toin ~~the~~conjunction ~~issuance~~with of debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the debt.

Common Stock Issued for Services

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~~F-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.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 ~~reporting~~ differences between book and tax accounting methods, ~~and~~as well as any available operating loss or or tax credit ~~carry forwards~~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, ~~including~~as well as unrecognized tax benefits, within the provision for income taxes.

Net Loss Per Share

We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common 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, ~~2022~~2024, and ~~2021~~2023, we had no potentially dilutive shares.

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~~ they are either not applicable or are not believed to have a material impact on our present or future financial statements.

F-11

3.	Software and Equipment, net

~~Software~~On December 31, 2024, the Company sold all of its assets, including patents, software, and equipment, ~~net~~to ~~consists~~Boumarang ofInc. As a result, no software or equipment remained on the ~~following~~balance atsheet as of December 31:, 2024.

Schedule of software and equipment, net
	2023			2022
Software for internal use	$	134,133		$	124,709
Equipment		3,479			3,479
		137,612			128,188
Less accumulated depreciation and amortization		(1,328	)		(1,328	)
	$	136,284		$	126,860

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

Beginning in the fourth quarter of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the years ended December 31, 2023 and 2022, we capitalized $137,612 and $126,709 of such costs representing the costs incurred in the application development stage, which include costs to design and program the software configuration and interfaces, coding, installation and testing. Once the software is installed and fully tested and we begin to use it for its intended purposes, which we estimate will be in calendar 2023, the costs will be amortized over a five- year period, which is the expected useful life. Additional costs to maintain the software will be expensed.

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

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

Equipment consists of computers.

Depreciation and amortization of software and equipment amounted to $~~NIL~~0 ~~and $1,106~~ for the years ended December 31, ~~2023~~ 2024, and ~~2022~~2023, respectively.

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 ~~for passengers~~ and dispatching cars in advance – to reduce wait~~-time~~ times, ~~increasing~~increase ~~utilization~~vehicle ~~of vehicles~~utilization, and decrease ~~cost~~ 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 ~~Jan.~~January 21, 2014.

The software platform ~~that~~underlying ~~underlies~~ the patents ~~have~~has not ~~created~~generated any revenue to date, and there is no assurance that ~~any~~ revenue will be ~~created~~generated from ~~the~~these patent technologies. As a result, we have recorded the patent ~~asset~~assets at the cost of patent fees and other expenses incurred to produce and file the patents. During the years ended December 31, ~~2023~~2024, and ~~2022~~2023, we recorded patent amortization expense of ($~~406)~~0 and $~~732~~406, respectively.

On December 31, 2024, the Company sold all of its patents, along with software and equipment, to Boumarang Inc. Accordingly, no patents remained on the balance sheet as of December 31, 2024.

5.	Related Parties Transactions

Due to Related Parties

Amounts owed to related parties as of December 31, ~~2023~~2024, and ~~2022~~2023 are as follows:

Schedule of amounts owed to related parties
	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Joe Grimes	$	151,061	$	~~103~~151,~~154~~061
Sanjay Prasad		7,289		7,~~287~~289
Don Smith		39,000		3739,000
KeptPrivate.com		16,000		16,000
	$	213,350	$	~~163~~213,~~441~~350

F-12

Mr. Grimes is our CEO and Director as well as our largest shareholder.

Mr. Prasad, one of our Directors, has made various patent filings for our Company in recent years, which amounts have been recorded in Patents, net on the accompanying Balance Sheet. Amounts charged by Mr. Prasad for the years 2023 and 2022 totaled $NIL and $2,480, respectively.

Mr. Smith is our CFO and is a party to a November 17, 2021 employment agreement, as amended, with our Company under which Mr. Smith is to receive monthly cash payments of $3,500. The amounts charged by Mr. Smith for services for the years ended December 31, 2023 and 2022 totaled $NIL and 42,000 respectively.

KeptPrivate.com is owned by Mr. Steven Ritacco, a Director of our Company. His company performs services related to the development of our digital transportation enablement and enhancement platform, which amounts are included in Software and Equipment, net on the accompanying Balance Sheet. The amount charged by KeptPrivate.com for services for the years ended December 31, 2023 and 2022 totaled $NIL and $24,000, respectively. Of the amounts charged by KeptPrivate.com for the year ended December 31, 2022, $8,000 was paid and recorded as Software for Internal Use and $16,000 was unpaid and recorded as a general and administrative expense.

Amount 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 payable consists of the following at December 31, 2023 and 2022:

Schedule of notes payable
	December 31, 2023			December 31, 2022
Convertible promissory note	$	393,075		$	290,000
Less debt discount on amounts borrowed		–			–
Promissory notes		20,000			20,000
Subtotal		413,075			310,000
Less current portion		(413,075	)		(310,000	)
Long-term portion	$	–		$	–

Convertible Promissory Note

On November 10, 2021 (the “Issue Date”), we entered into a Securities Purchase Agreement (the “SPA”) with a third party (the “Lender”), for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $290,000. The Note carries an original issue discount of $29,000 along with a requirement to pay $16,550 in expenses. The total of $45,550 has been recorded as original issue discount. As a result, we were provided $244,500 upon the Note’s execution. The Note was to mature on May 10, 2022, subject to a six-month extension at our Company’s request. The Note accrued interest at 10% per annum from the Issue Date with monthly interest payments being due at the beginning of each month. In the event the Note is extended for six months, the interest will accrue at 12% per annum and, in the event of a default, interest will accrue at 20% per annum. The Note is secured by all of our Company’s assets.

In addition to the issuance of the Note, we were obligated to issue to the Lender, as a commitment fee, 1,320,000 restricted shares of our common stock (the “Commitment Shares”). Along with the issuance of the Commitment Shares, we were required to issue to the Lender a warrant to purchase 750,000 shares of our common stock (the “Warrant”). All or any part of the Warrant is immediately exercisable at $1.00 per share and expires three years from the Issue Date. The Warrants are subject to adjustments as provided in the warrant agreement. The Commitment Shares and Warrant were issued in February 2022.

F-13

OnMr. ~~May~~Grimes ~~22, 2022, pursuant to our Company’s request, the Note~~ was ~~extended for six months until November 10, 2022. On November 22, we signed a Modification-Extension of Maturity Date letter from~~ the ~~note~~CEO ~~holder extending the maturity date of the Note to February 10, 2023. Under the terms of this letter,~~and ~~we agreed to issue the note holder 600~~Director,~~000~~ ~~restricted shares of our common stock which we valued at $150,000, or $0.25 per share, based on the fair market value of our stock at the date of acceptance. This amount was recorded~~ as awell ~~loss on extinguishment of debt~~ as ~~it represented a major modification to the Note. The shares have not yet been issued but we are working with~~ our ~~transfer~~largest ~~agent~~shareholder tountil ~~have~~February ~~them issued~~2025. After December 31, 2022, we reached an agreement with the noteholder to further extend the maturity date of the Note to August 1, 2023. Under this further extension, we agreed among other things to issue the noteholder 1,000,000 shares of our common stock at a value of $0.11 per share which was the closing price of our stock on the date of the agreement. See Note 10 for further information.

~~The~~Mr. ~~Note~~Prasad, isone ~~convertible only upon an event~~ of ~~default~~our ~~(as~~directors, has ~~defined~~made invarious ~~the~~patent ~~Note)~~filings ~~and~~for isour ~~then~~Company ~~convertible,~~ in ~~whole~~recent ~~or in part~~years, ~~into shares of~~ the ~~our~~amounts ~~common stock at a conversion price equal to the lesser~~ of ~~90%~~which ~~multiplied~~have bybeen ~~the~~recorded ~~lowest~~in ~~trading price (i) during the previous 20 trading day period ending on the Issue Date~~Patents, ornet ~~(ii) during the previous 20 trading day period ending~~ on the ~~date of conversion of the Note (the “Conversion~~accompanying ~~Price”).~~Balance ~~The Conversion Price is subject to various adjustments, as specified in the Note~~Sheet. ~~There has been no event of default to date.~~

~~While~~Mr. ~~the~~Smith ~~Note~~was ~~is issued and outstanding,~~ our ~~Company~~CFO and is ~~required~~a atparty ~~all times~~ to ~~have~~an ~~authorized~~employment ~~and~~agreement ~~reserved~~dated ~~five~~November ~~times the number of shares that are actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). If~~17, ~~at any time we do not maintain or replenish the Reserved Amount within three business days of the request of the Lender~~2021, ~~the~~ ~~principal~~as ~~amount of the Note will increase by $5~~amended,~~000~~ ~~per~~with ~~occurrence. If we fail to maintain~~ our ~~status as “DTC Eligible” for any reason~~Company, ~~or,~~under ifwhich ~~the~~Mr. ~~Conversion~~Smith ~~Price~~ is ~~less~~to ~~than~~receive ~~$0.01~~monthly cash atpayments ~~any time after the Issue Date, the principal amount~~ of ~~the Note will be increased by~~ $53,~~000 and the Conversion Price will be redefined to mean 50% multiplied by the Market Price (as defined in the Note), subject to adjustments (which includes an adjustment for anti-dilutive issuances)~~500. ~~The Note and the SPA also contain various restrictions and grant to the Lender various rights.~~

~~Upon~~Mr. anSteven ~~Event~~Ritacco, the Director of ~~Default~~our Company, ~~the~~ ~~Note~~owns ~~will~~KeptPrivate.com. ~~become~~His ~~immediately~~company ~~due~~provides ~~and~~services ~~payable,~~related ~~and~~to ~~our~~the ~~Company~~development ~~will~~of ~~pay~~our todigital ~~the~~transportation ~~Lender~~enablement and enhancement platform, the ~~Default~~costs ~~Sum~~of ~~(as~~which ~~defined~~are included in ~~the~~Software ~~Note)~~and orEquipment, net, on the accompanying Balance Sheet. The amount ~~Default~~charged ~~Amount~~by (KeptPrivate.com, $16,000, was unpaid and recorded as ~~defined~~a ingeneral ~~the~~and ~~Note)~~administrative expense.

WeAmounts ~~are~~due ~~amortized~~to ~~the~~related ~~debt~~parties ~~discount~~bear ~~over~~no ~~the~~interest, ~~initial~~are ~~six-month term of the Note resulting in amortization of $208~~unsecured,~~287~~ and ~~$208,287~~are ~~for~~repayable ~~the~~on ~~years~~demand. ~~ended~~Imputed ~~December~~interest ~~31, 2023~~on ~~and~~amounts ~~2022~~owed is immaterial.

~~During~~6. ~~the~~Notes ~~years ended December 31, 2023 and 2022, we recorded interest expense for this note of $NIL and $33,092, respectively.~~Payable

~~Promissory~~ Notes payables consist of the following at December 31, 2024, and 2023:

On June 10, 2021, we issued a promissory note to a non-related third party in the principal amount of $5,000. The note, which is unsecured, bears interest at 20% per annum and was repayable December 10, 2021, six months from the date of issue. The creditor subsequently extended the due date of the note to November 1, 2022. The promissory note contained a provision that, in the event of non-payment at maturity (an event of default), our Company would be required to issue the note holder 24,000 shares of our common stock in full satisfaction of the promissory note. Because of our non-payment at the November 1, 2022 due date, we became obligated to issue the note holder 24,000 common shares. We have recorded the shares issuable under this provision at $6,000, or $0.25 per share, which was the fair market value of our stock at the date of our obligation. The shares have not yet been issued but we are working with our transfer agent to have them issued. This transaction resulted in a gain on extinguishment of debt in the amount of $395. During the years ended December 31, 2022 and 2021, we recorded interest expense of $48,075 and $559, respectively. The accrued but unpaid interest at December 31, 2023 is included on the accompanying Balance Sheet in Accounts Payable and Accrued Liabilities.

Schedule of notes payable
	December 31, 2024			December 31, 2023

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

OnConvertible ~~August~~Promissory 1,Note ~~2022,~~(AJB we issued a promissory note to a non-related third party in the principal amount of $20,000. The note, which is unsecured, bears interest at 10% per annum and is repayable January 26, 2023. The note is currently in default, and we are working with the note holder to extend the maturity date. During the year ended December 31, 2022, we recorded interest expense of $1,003 for this note. The accrued but unpaid interest as of December 31, 2023 is included on the accompanying Balance Sheet in Accounts Payable and Accrued Liabilities.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 $290,000. The Note carried an original issue discount (“OID”) of $29,000 along with a requirement to pay $16,550 in expenses. The total of $45,550 was recorded as a debt discount. As a result, we received net proceeds of approximately $244,500 upon execution of the Note. The Note was originally scheduled to mature on May 10, 2022, subject to a six-month extension at our Company’s request. The Note accrued interest at 10% per annum from the Issue Date with monthly interest payments due at the beginning of each month. If extended, interest increased to 12% per annum, and in the event of default, interest accrues at 20% per annum. All of our Company’s assets secure the Note.

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

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 February 10, 2023, in exchange for 600,000 restricted shares of common stock, valued at $150,000, or $0.25 per share. We recorded this as a loss on extinguishment of debt, as it represented a major modification.

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

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

The Note is convertible only upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of common stock at a conversion price equal to the lesser of (i) 90% multiplied by the lowest trading price during the 20-trading day period ending on the Issue Date, or (ii) 90% multiplied by the lowest trading price during the 20-trading day period ending on the date of conversion (the “Conversion Price”), subject to adjustments including anti-dilution provisions. No event of default has occurred to date.

While the Note is outstanding, we are required to reserve at all times five times the number of shares actually issuable upon full conversion of the Note (the “Reserved Amount”). If we fail to maintain or replenish the Reserved Amount within three business days of the Lender’s request, the principal amount of the Note increases by $5,000 per occurrence. If we fail to maintain DTC eligibility or if the Conversion Price falls below $0.01, the principal amount of the Note increases by $5,000, and the Conversion Price is redefined as 50% of the Market Price, subject to further adjustments.

Upon an Event of Default, the Note becomes immediately due and payable, and we must pay the Lender the Default Sum or Default Amount as defined in the Note.

Interest Expense

During the years ended December 31, 2024, and 2023, interest expense on the Note amounted to approximately $64,000 and $33,000, respectively. The increase in 2024 reflects accrual of default interest at 20% per annum on the amended principal balance of $320,000 following the May 23, 2023, modification.

6% Convertible Promissory Note (Sorensen)

On April 28, 2023, we issued a convertible promissory note to a non-related third party in the principal amount of $25,000. The unsecured note bore interest at 6% per annum and was repayable one year from its date of issue, or April 28, 2024. The note, plus any accrued and unpaid interest, was convertible at the option of the holder at any time prior to maturity into shares of our common stock at a conversion price equal to the average closing price of our common stock over the ninety trading days prior to the date of conversion.

The conversion provisions contained an embedded derivative feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative liability of $11,180, with subsequent remeasurement through March 31, 2024, resulting in an increased balance of $18,227. Because the noteholder did not exercise the conversion feature prior to maturity on April 28, 2024, the conversion option expired. Accordingly, the derivative liability was extinguished, and we recognized a gain of $18,227 in the second quarter of 2024.

We amortized the debt discount over the one-year contractual term of the note. As of April 28, 2024, the debt discount was fully amortized.

F-15

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

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

10% Promissory Note (Corrigan)

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

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

7.	Capital Stock

Common Stock

We are authorized to issue 50,000,000 shares of our $0.00001 par value common stock, and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. We discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders’ Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment as of December 31, 2022, ~~reducing~~which reduces the Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and ~~increasing~~increases the ~~Balance~~ Balance Sheet amount for Additional Paid-In Capital.

Common stock activity for the years ended December 31, ~~2023~~2024, and ~~2022~~2023 was as follows:

2023

1. On ~~November~~January 115, ~~2022~~2023, we ~~issued~~entered ~~500,000~~into ~~shares~~a ~~each~~Private toPlacement ~~Don~~Subscription ~~Smith,~~Agreement ~~our~~(“PPM”) ~~CEO,~~with ~~and~~a ~~Steve~~third ~~Ritacco,~~party ~~our~~(the ~~CIO,~~“Subscriber”) inunder ~~accordance~~which the Subscriber agreed to purchase 250,000 units with ~~the~~each ~~terms~~unit consisting of ~~their~~one ~~employment~~share ~~agreements.~~of ~~The~~our ~~total~~common ofstock ~~1,000,000~~and ~~shares,~~a ~~which~~warrant ~~became~~to ~~vested~~purchase onone ~~July~~additional 1,share. ~~2022,~~The ~~were~~consideration ~~valued~~received atwas $~~300~~25,000. orThe warrants are exercisable immediately at $0.3010 per share, which was the fair market value of our common stock on ~~their~~the date of ~~grant. 2. In connection with~~ the ~~employment~~agreement, ~~agreements for Messrs. Smith~~ and ~~Ritacco,~~expire wein ~~were~~three ~~obligated~~years tofrom ~~issue~~the ~~500,000 shares to each individual on their vesting~~ date of ~~December~~issuance. ~~31,~~In ~~2022.~~allocating ~~The~~the ~~total~~proceeds of ~~1,000,000~~the ~~shares~~PPM ~~were~~between ~~issued~~the incommon ~~January~~stock ~~2023.~~and 3.the Onwarrant, ~~November~~we ~~22,~~valued ~~2022,~~the wewarrant ~~became~~using ~~obligated~~the toBlack-Scholes ~~issue~~option ~~600,000~~pricing ~~shares~~model toand recorded the ~~holder~~resulting amount of ~~the~~$12,500 ~~convertible~~as ~~promissory~~an ~~note~~increase asto ~~explained~~additional paid-in ~~Note 6~~capital. The shares ~~have~~were ~~not yet been~~ issued ~~but~~in weApril ~~are working with our transfer agent to have them issued~~2023. 4.On InApril ~~November~~13, ~~2022~~2023, we ~~became~~entered ~~obligated~~into ~~to issue 24,000 shares to~~ a ~~promissory~~Private ~~note~~Placement ~~holder~~Subscription asAgreement ~~explained~~(“PPM”) inwith ~~Note~~a 6.third ~~The~~party ~~shares~~(the ~~have~~“Subscriber”), ~~not~~under ~~yet~~which ~~been~~the ~~issued~~Subscriber ~~but~~agreed ~~we are working with our transfer agent~~ to ~~have~~purchase ~~them~~1,000,000 ~~issued. 5. In February 2023~~units, ~~four~~each ~~stockholders~~consisting ~~agreed to cancel a total~~ of ~~2,145,000~~one ~~shares~~share of our common stock ~~they held~~. WeThe ~~paid no~~ consideration toreceived ~~the~~was ~~stockholders~~$25,000. ~~for~~The ~~the~~shares ~~cancellation~~have ofnot ~~their~~yet ~~shares~~been issued.

F-16

	2.	On April 21, 2023, our Board of Directors authorized the issuance of 350,000 shares as bonuses, as follows: 250,000 shares to our then-CFO and 100,000 shares to a vendor. To date, only 100,000 bonus shares have been issued to our then-CFO, and the remaining 250,000 bonus shares have yet to be issued.

	3.	In February 2023, four stockholders agreed to cancel a total of 2,145,000 shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares.

	4.	In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional 500,000 shares each on their vesting date, which was December 31, 2022. The total of 1,000,000 shares was valued at $300,000, or $0.30 per share, which was the fair market value of our stock as of December 31, 2022, the date they became vested. The shares were issued in January 2023.

2022

1. InOn ~~connection~~November ~~with~~22, ~~our issuance of the Convertible Promissory Note described in Note 6~~2022, we ~~were~~became ~~committed~~obligated to issue 1600,~~320,~~000 shares atto ~~December~~the ~~31,~~holder ~~2021.~~of ~~The~~the ~~shares~~convertible ~~were~~promissory ~~issued~~note on(see ~~February~~Note ~~28, 2022~~6). 2.The Onshares ~~April~~have ~~21,~~not ~~2022~~yet abeen ~~stockholder~~issued. ~~agreed to cancel~~ 2~~,000,000 shares they held~~. 3. On November 11, 2022, we issued 500,000 shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $300,000 or $0.30 per share, which was the value of our stock on ~~their~~the date of grant. 43. InOn ~~connection~~April ~~with~~21, ~~the employment agreements for Messrs. Smith and Ritacco~~2022, wea ~~became~~stockholder ~~obligated~~agreed to ~~issue~~cancel ~~an additional 500~~2,000 ~~shares each on their vesting date of December 31~~, ~~2022. The total of 1,~~000~~,000~~ shares ~~were valued at $300,000 or $0.30 per share which was the value of our stock on December 31, 2022 the date~~ they ~~became vested~~held. ~~The shares were issued in January 2023~~4. 5.In Onconnection ~~November~~with ~~22,~~our ~~2022,~~issuance ~~we became obligated to issue 600,000 shares to the holder~~ of the ~~convertible~~Convertible ~~promissory~~Promissory ~~note~~Note asdescribed ~~explained~~ in Note 6~~. The shares have not yet been issued but we are working with our transfer agent to have them issued. 6. In November 2022~~, we ~~became~~were ~~obligated~~committed to issue 241,320,000 shares ~~to a promissory note holder~~ as ~~explained~~of inDecember ~~Note~~31, 62021. The shares ~~have~~were ~~not yet been~~ issued ~~but~~on weFebruary ~~are~~28, ~~working with our transfer agent to have them issued~~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 2,500,000 shares of our common stock ~~for future issuances~~ 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 ~~exercisable~~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).

F-15

Stock Options

On June 20, 2020, we granted options to purchase 100,000 of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our Company. The options are exercisable at $0.01 per share, expire 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, ~~and~~resulting ~~resulted~~ in a valuation that was de minimis ~~valuation~~. The assumptions used in determining the fair value of the stock options were as follows:

Schedule of fair value of stock options assumptions
		December 31, 2020
		June 20, 2020
Expected term in years		5 years
Risk-free interest rate		0.33%
Annual expected volatility		38.3%
Dividend yield		0.00%

F-17

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.

Volatility: We estimate the expected volatility of the stock price based on the ~~corresponding~~historical volatility of our ~~historical~~ stock ~~price~~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.

~~Activity~~Clarification ~~related~~of toValuation ~~stock~~Assumptions: The assumptions used in determining the fair value of the stock options ~~for~~were measured as of the ~~years~~grant ~~ended~~date ~~December~~of ~~31,~~the ~~2023~~awards, ~~2022~~in accordance with ASC 718. These inputs are not updated in subsequent periods and ~~2021~~reflect isthe conditions as ~~follows:~~of the options' issuance date.

Schedule of option activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding, January 1, 2020		–		–
Granted during 2020		300,000	$	0.01
–		300,000		0.01
Outstanding, December 31, 2021		300,000	$	0.01
Outstanding, December 31, 2022		300,000	$	0.01
Outstanding, December 31, 2023		300,000	$	0.01
Exercisable, end of period		300,000	$	0.01		2.5	$	0

Activity related to stock options for the years ended December 31, 2024, 2023, and 2022 is as follows:

Schedule of option activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value

Outstanding, December 31, 2022		300,000	$	0.01
Outstanding, December 31, 2023		300,000	$	0.01
Outstanding, December 31, 2024		300,000	$	0.01		0.50	$	0.00
Exercisable, end of period		300,000	$	0.01		0.50	$	0.00

Warrants

In connection with the transaction with the third-party lender discussed in Note 6, we issued the lender a ~~three-year~~ warrant to purchase 750,000 common shares at $1.00 per share. InThe ~~allocating~~warrant ~~the~~replaced ~~proceeds of~~ the ~~Note~~original ~~between the Note, the Commitment Shares and the Warrant, we valued the Warrant using~~warrant ~~the~~issued ~~Black-Scholes~~in ~~option~~November ~~pricing~~2021 ~~model~~ and ~~recorded a debt discount of $117,161 which~~ is ~~included~~exercisable ~~in the total discount of $244~~immediately,~~450~~ ~~described in~~expiring ~~Note~~five 6.years ~~The~~from ~~assumptions used in determining~~ the ~~fair~~original ~~value~~Issue ~~of the warrants were as follows:~~Date.

Schedule of fair value of warrants assumptions
		December 31, 2023
Expected term in years		3 years
Risk-free interest rate		0.32%
Annual expected volatility		1,222.7%
Dividend yield		0.00%

We valued the warrant using the Black-Scholes option pricing model and recorded a debt discount of $117,161, which is included in the total discount of $244,450 described in Note 6. The assumptions used in determining the fair value of the warrants were as follows:

F-16


		May 23, 2023
Expected term in years		3 years
Risk-free interest rate		0.32%
Annual expected volatility		1,222.7%
Dividend yield		0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.

~~Volatility: We estimate the expected volatility of the stock price based on the corresponding volatility of our historical stock price.~~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.

~~Activity~~Clarification ~~related~~of toValuation ~~the~~Assumptions: ~~warrant~~The ~~for~~assumptions used in determining the ~~years~~fair ~~ended~~value ~~December~~of 31the warrants were measured as of the date of issuance of the warrants, ~~2023~~in accordance with ASC 718. These inputs are not updated in subsequent periods and ~~2022~~reflect isconditions as ~~follows:~~of the grant date.

Schedule of warrant activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding, January 1, 2021		–		–
Granted during 2021		750,000	$	1.00
–		750,000		1.00
Outstanding, December 31, 2022		750,000	$	1.00
Outstanding, December 31, 2023		750,000	$	1.00
Exercisable, end of period		750,000	$	1.00		1.9	$	0

Activity related to the warrant for the years ended December 31, 2024, and 2023 is as follows:

Schedule of warrant activity
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years		Aggregate Intrinsic Value

Outstanding, December 31, 2022		750,000	$	1.00
Outstanding, December 31, 2023		750,000	$	1.00
Outstanding, December 31, 2024		750,000	$	1.00		1.9	$	0
Exercisable, end of period		750,000	$	1.00		1.9	$	0

8.	Income Taxes

Our Company has not filed any federal income tax returns, and we are currently not subject to state income tax filing requirements. As of December 31, ~~2023~~2024, we ~~have~~ have net operating loss (“NOL”) carryforwards, on a book basis, of approximately $~~566~~513,~~662~~820, which may be available to reduce ~~various~~ future years'’ federal taxable income. The reduction reflects utilization of approximately $52,842 of NOLs against 2024 taxable income. Future tax benefits which may result from these losses have not been recognized in these financial statements, as their realization is is determined not to be likely to occur, and accordingly, we have recorded a valuation allowance for the deferred tax asset relating to the ~~net~~ ~~operating~~NOL ~~loss carry forwards~~carryforwards.

The following table presents the current income tax provision for federal and state income taxes for the years ended December 31, ~~2023~~2024, and ~~2022~~2023:

Schedule of provision for income taxes
		2023		2022
	2024		2023
Current tax provisions:
Federal	$	–	$	–
State		–		–
Total provision for income taxes	$	–	$	–

~~Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2023, and 2022:~~F-19

Schedule of reconciliation of income taxes
	2023		2022
US federal statutory income tax rate		21.0%		21.0%
Stock issued for outside and employment services		-13.2%		-9.9%
Gain (loss) on extinguishment of accounts payable		-2.1%		2.5%
Debt discount amortization		-2.9%		-4.9%
Other		-0.0%		-0.1%
Increase in valuation reserve		-2.8%		-8.6%
Total provision for income taxes		0.0%		0.0%

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

F-17


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

The components of our deferred tax assets as of December 31, ~~2023~~2024, and ~~2022~~2023 consisted of the following:

Schedule of deferred taxes
	2023			2022
	2024			2023
Net operating loss carry forwards	$	136,459		$	108,790
Net operating loss carry forwards.	$	513,820		$	566,662
Less: valuation allowance		(136,459	)		(108,790	)
Deferred tax asset @ 21.00%		107,902			136,459
Less: valuation allowance		(107,902	)		(136,459	)
Net deferred tax assets	$	–		$	–

During the year ended December 31, ~~2023~~2024, the valuation reserve ~~increased~~decreased $2728,~~669~~557, reflecting the reduction in NOL carryforwards from current year income, compared to an increase of $4127,~~920~~669 during the year ended December 31, ~~2022~~2023. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that ~~our~~the Company will not realize some portion or all of the deferred tax assets. The ultimate realization of deferred tax assets isdepends ~~dependent~~on ~~upon~~ the generation of future taxable income in the periods inwhen ~~which~~ those temporary differences become deductible. ~~Management considers the scheduled reversals of~~ ~~future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.~~ As ~~a result, management determined, as~~ of December 31, ~~2023~~2024, management determined that it was more likely than not that the deferred tax assets would not be realized and accordingly maintained a full valuation allowance.

As9. ~~noted~~Investment ~~above,~~in weBoumarang ~~have not filed any federal tax returns, but we plan on bringing our tax filings current as soon as is practical~~Inc.

9On December 31, 2024, the Company completed the sale of substantially all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. pursuant to an Asset Purchase Agreement. In exchange for the Assets, the Company received 2,906,977 shares of Boumarang common stock (the “Boumarang Shares”), valued at $5,000,000 as of the transaction date.

Effective March 21, 2021, we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement is one year. Under the agreement, we agreed to compensate SRAX with 125,000 shares of our common stock, which shares were issued on June 1, 2021. We valued the shares at $500,000 which was the fair market value of our stock on the date of the agreement and recorded a prepaid expense for that amount.F-20

~~The~~Classification ~~parties agreed that SRAX would begin providing the services in October 2021, as this would give our Company time to finalize the filing of public financial information~~ and ~~give SRAX time to review such information in order to most effectively communicate our Company’s story to the investing public.~~Measurement

~~For~~The ~~the~~investment ~~years~~in ~~ended~~Boumarang ~~December~~Shares is classified ~~31,~~as ~~2023~~an ~~and~~equity ~~2022~~investment under ASC 321, Investments—Equity Securities. Management has determined that the ~~value~~investment ofdoes not provide the ~~services~~Company ~~provided~~with bycontrol ~~SRAX~~or ~~were~~significant ~~$nil~~influence ~~and~~over ~~$334~~Boumarang (ownership less than 20%,~~000~~ no board seat, ~~respectively~~no participation in policy-making decisions). Accordingly, ~~which~~the ~~amounts~~investment ~~are~~is ~~included~~recorded ~~as a~~at ~~general~~fair ~~and~~value, ~~administrative~~with ~~expense~~subsequent changes in ~~the~~fair ~~accompanying~~value ~~Statement~~recognized ofin ~~Operations~~the statement of operations.

~~10.~~Initial ~~Subsequent~~Recognition: ~~Events~~The Boumarang Shares were recorded at their fair value of $5,000,000 on December 31, 2024.

~~Convertible~~Subsequent ~~Promissory~~Measurement: ~~Note~~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.

OnLevel ~~January 31, 2023, we reached an agreement with the noteholder~~ of ~~the~~Fair ~~Convertible~~Value ~~Promissory~~Inputs: ~~Note~~As ~~to further extend the maturity date~~ of ~~the~~December ~~Note to August 1~~31, ~~2023.~~ ~~Under this further extension~~2024, wethe ~~agreed~~investment ~~among~~is ~~other~~classified ~~things~~as toa ~~issue~~Level ~~the noteholder~~ 1~~,000,000~~ ~~shares~~asset of(quoted ~~our~~price ~~common~~in ~~stock~~active atmarket) aif ~~value~~Boumarang’s ~~of $0.11~~shares ~~per~~are ~~share~~publicly ~~which~~traded, or ~~was~~as ~~the~~a ~~closing~~Level ~~price~~2/3 ofasset ~~our~~if ~~stock~~observable oninputs ~~the~~are ~~date of the agreement~~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:

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

11.

Agreement

SRAX Agreement

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

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

Igala/Waterford Agreements

On March 2, 2023, we entered into a ~~consulting~~Consulting ~~agreement~~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 iswas ~~for~~ one month, with an option to extend onit ~~the~~by mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 shares of our common stock, ~~the~~valued ~~value~~at ~~of which is~~ $72,000 based on the market value of our stock on the date of the agreement, and recorded a general and administrative expense for that amount in 2023.

FAlso 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-18month term. The compensation for these services was $1,000, which was expensed in 2023. No services were provided under either the Igala or Alta Waterford agreements in 2024.

~~Also~~Independent onContractor March 2, 2023, we entered into a services agreement with Alta Waterford LLC, the owner of Igala. Under the agreement, Alta Waterford will perform investor awareness services for the one-month term of the agreement. The compensation for these services is $1,000.Agreement

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

~~On January 5, 2023, we entered into a Private Placement Subscription Agreement with a non~~F-related third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share. The consideration received was $25,000. The warrants are exercisable immediately at $0.10 per share which was the fair market value of our common stock on the date of the agreement.23

OnTrinesis ~~April~~Technologies ~~28, 2023, we entered into a Private Placement Subscription~~ Agreement with a non-related third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share. The consideration received was $25,000. The warrants are exercisable immediately at Par Value.

~~Amendment~~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 ~~Articles~~rebuild our software platform so that it is robust and scalable, which was expected to be completed by the end of ~~Incorporation~~calendar year 2023. As compensation for the services, we agreed to pay Trinesis a total of $136,500, with periodic payments being made as certain milestones were reached. During 2023, we recorded amounts paid to Trinesis of $10,000 as Software for Internal Use and expensed $65,025 of unpaid amounts as of September 30, 2023. No services were provided under this agreement during the fiscal year ended December 31, 2024.

~~On March~~ 12~~, 2023, we amended our Articles of Incorporation to increase the total number of authorized common shares to five hundred million (500,000,000), $0~~.~~00001 par~~ ~~value.~~Subsequent Events

~~Cancellation~~The Company ofevaluated ~~Shares~~subsequent events after December 31, 2024, through the date these financial statements are issued. The following material, non-recognized subsequent events occurred:

InTermination of ~~February~~Share ~~2023~~Exchange Agreement with Singta (June 30, ~~four~~2025): ~~stockholders agreed~~The totransaction ~~cancel~~was asubject ~~total~~to ofcustomary 2closing conditions,~~145,000~~ ~~shares~~which ofwere ~~our~~not satisfied. ~~common~~On ~~stock~~June ~~they~~30, ~~held.~~2025, Wethe ~~paid~~Board noof ~~consideration~~Directors determined not to proceed with the ~~stockholders~~transaction ~~for~~and ~~the~~formally ~~cancellation of~~terminated ~~their~~the ~~shares~~Singta Agreement.

FEntry 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 8-19K 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

Filing Compare · SUPA Consolidated Inc.