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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

		For the quarterly period ended March 31, 2025

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

		For the transition period from _______________ to _______________

Commission File Number: 000-56366

Tribal 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.)

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

(949) 880-0900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

The number of shares outstanding of the registrant’s common stock on September 11, 2025 was 39,935,500 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	27
PART II – OTHER INFORMATION	28
Item 2. Unregistered sales of equity securities and use of proceeds	28
Item 5. Other Information	28
Item 6. Exhibits	28
Signatures	29

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Financial Statements

Tribal Rides International Corp.

INDEX TO FINANCIAL STATEMENTS

	Page

Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	4

Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2025 and 2024	5

Consolidated Statements of Stockholders’ Deficit (unaudited) for the three months ended March 31, 2025 and 2024	6

Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024	7

Notes to the Unaudited Consolidated Financial Statements	8

TRIBAL RIDES INTERNATIONAL CORP.

BALANCE SHEETS


	March 31, 2025 (Unaudited)			December 31, 2024 (Audited)
ASSETS
Current assets:
Cash	$	–		$	–
Total current assets		–			–
Investment in drone delivery		5,000,000			5,000,000
Total noncurrent assets		5,000,000			5,000,000
Total Assets	$	5,000,000		$	5,000,000

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	82,035		$	66,430
Notes payable		368,225			368,225
Accrued interests		165,077			148,996
Due to related party		39,000			213,350
Total current liabilities		654,337			797,001
Total Liabilities		654,337			797,001

Commitments and contingencies		–			–

Stockholders’ equity:
Common stock, $0.00001 par value, 50,000,000 shares authorized; 39,935,500 and 39,935,500 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		399			399
Common stock to be issued, 3,066,667, and 2,766,667 shares as of March 31, 2025 and December 31, 2024, respectively		30			27
Additional paid-in capital		7,004,724			7,004,724
Accumulated deficit		(2,659,490	)		(2,799,154	)
Total Stockholders’ Equity		4,345,663			4,202,999
Total Liabilities and Stockholders’ Equity	$	5,000,000		$	5,000,000

See accompanying Notes to Financial Statements

TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
Operating expenses:
General and administrative	$	18,605		$	38,900
Total operating expense		18,605			38,900

Operating loss		(18,605	)		(38,900	)

Other income (expense):
Interest expense		(16,081	)		(2,931	)
Gain on write-offs		174,350			–
Total other income (expense)		158,269			(2,931	)

Income (loss) before provision for income taxes		139,664			(41,831	)

Provision for income taxes		–			–

Net (income) loss	$	139,664		$	(41,831	)

Weighted average shares basic and diluted		39,935,500			39,935,500

Weighted average basic and diluted loss per common share	$	(0.00	)	$	(0.00	)

See accompanying Notes to Financial Statements

TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


	Common Stock				Common Stock To Be Issued				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2023		39,607,500	$	396		4,641,226	$	46	$	2,147,393	$	(2,851,997	)	$	(704,161	)
Shares issued with debt		–		–		–		–		–		–			–
Net loss		–		–		–		–		–		(41,831	)		(41,831	)
Balance – March 31, 2024 (unaudited)		39,607,500	$	396		4,641,226	$	46	$	2,147,393	$	(2,893,828	)	$	(745,993	)

	Common Stock				Common Stock To Be Issued				Additional Paid-In		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2024		39,935,500	$	399		2,766,667	$	27	$	7,004,724	$	(2,799,154	)	$	4,202,999
Stock issued for services		–		–		300,000		3		2,997		–			3,000
Net income		–		–		–		–		–		139,664			139,664
Balance – March 31, 2025 (unaudited)		39,935,500	$	399		3,066,667	$	30	$	7,004,724	$	(2,659,490	)	$	4,345,663

See accompanying Notes to Financial Statements

TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
Cash flows from operating activities:
Net income (loss)	$	139,664		$	(41,831	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for services		3,000			–
Prepaid Issuance		–			35,700
Changes in operating assets/liabilities:
Accounts payable and accrued liabilities		15,605			3,131
Accrued interests		16,081			–
Due to related parties		(174,350	)		–
Net cash used in operating activities		–			(3,000	)

Cash flows from investing activities:

Net cash used in investing activities		–			–

Cash flows from financing activities:
Borrowings from related parties		–			3,000
Net cash from financing activities		–			3,000

Net change in cash		–			–
Cash, beginning of period		–			–
Cash, end of period	$	–		$	–

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	–		$	–

See accompanying Notes to Financial Statements

TRIBAL RIDES INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

1.	Organization and Business

Organization and Business

Tribal Rides International Corp., a Nevada corporation (the “Company”, “we”, or “us”), was incorporated on May 19, 2014, as “Trimax Consulting, Inc.” On May 8, 2017, we changed our name to “Xinda International Corp.”

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

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

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

On December 31, 2024, we completed the sale of substantially all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K filed with the SEC on January 6, 2025, for further details.

This transaction represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology (“food tech”) sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.

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.

In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board on February 6, 2025.

2.	Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying unaudited financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Our Company’s year-end is December 31.

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 $2,659,490 as of March 31, 2025. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Internal Use Software Development

We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.

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

Intellectual Property

We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

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

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:

Level 1	—	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	—	Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3	—	Unobservable inputs which are supported by little or no market activity.

For assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of March 31, 2025, and December 31, 2024 (level 3 inputs are not applicable):


	Fair Value Measurement Using
	Level 1		Level 2
As of March 31, 2025:
Liabilities:
Due to related parties – recognized at fair value ⁽¹⁾	$	39,000	$	–

As of 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 three months and year ended March 31, 2025 and December 31, 2024, respectively there were no transfers between Levels 1, 2 or 3.

Long-lived Assets

We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Revenue Recognition

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

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

We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components, therefore we have not adjusted consideration.

Debt Issued with Common Stock/Warrants

Debt and common stock issued with common stock/detachable warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt With Conversion or Other Options. We record the relative fair value of debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt discount or premium is subsequently amortized to interest expense over the expected term of the debt.

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-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options.

Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests.

Income Taxes

We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

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 March 31, 2025 and 2024, 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 are either not applicable or are not believed to have a material impact on our present or future financial statements.

3.	Software and Equipment, net

Software and equipment, net consists of the following:

Schedule of software and equipment, net
		March 31, 2025		December 31, 2024
Software for internal use	$	–	$	–
Equipment		–		–
		–		–
Less accumulated depreciation and amortization		–		–
	$	–	$	–

Beginning in the fourth quarter of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the year ended December 31, 2023, we capitalized $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 March 31, 2025 and December 31, 2024.

Equipment consists of computers.

Depreciation and amortization of software and equipment amounted to $0 for the three months ended March 31, 2025 and 2024, respectively.

4.	Patents

We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. The technologies involve anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

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

	·	U.S. Patent 9,984,574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014;
	·	Pending U.S. application, published as US 2018/0366004 A1, claims priority to provisional application filed on Jan. 21, 2014; and
	·	Pending U.S. application, unpublished, claims priority to three provisional applications filed on Nov. 4, 2019.

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

During the three months ended March 31, 2025, and 2024, we there were no patent amortization expense.

5.	Related Parties Transactions

Due to Related Parties

Amounts owed to related parties are as follows:


	March 31, 2025		December 31, 2024

Joe Grimes	$	–	$	151,061
Sanjay Prasad		–		7,289
Don Smith		39,000		39,000
KeptPrivate.com		–		16,000
	$	39,000	$	213,350

Mr. Grimes was the CEO and Director, as well as our largest shareholder until February 2025. Mr. Grimes resigned as the CEO and Director of the Company in February 2025.

Mr. Prasad, one of our directors, has made various patent filings for our Company in recent years, the amounts of which have been recorded in Patents, net on the accompanying Balance Sheet. Mr. Prasad resigned as the Director of the Company in February 2025.

Mr. Smith was our CFO and is a party to an employment agreement dated November 17, 2021, as amended, with our Company, under which Mr. Smith is to receive monthly cash payments of $3,500. Mr. Smith resigned as the CFO of the Company in May 2023.

Mr. Steven Ritacco, the Director of our Company, owns KeptPrivate.com. His company provides services related to the development of our digital transportation enablement and enhancement platform, the costs of which are included in Software and Equipment, net, on the accompanying Balance Sheet. The amount charged by KeptPrivate.com, $16,000, was unpaid and recorded as a general and administrative expense. Mr. Ritacco resigned as the CTO and Director of the Company in February 2025.

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

In February 2025, the Company entered into a Release and Settlement Agreement with Mr. Grimes, Mr. Prasad, and Sanjay Prasad (related parties), pursuant to which the Company and related parties agreed to mutually release and discharge one another from all claims, obligations, and liabilities arising from prior service and related-party transactions, collectively valued as $174,350. Effective with the execution of the Agreement, related parties irrevocably waived and relinquished the outstanding balance, and the Company agreed to provide a full release, including indemnification, for any and all personal obligations, related parties may have had arising from their prior service as a director and/or officer. This transaction was accounted for as an extinguishment of a related-party payable, with the corresponding gain recognized in Other Income on the Consolidated Statement of Operations for the fiscal year ending March 31, 2025.

6.	Notes Payable

Notes payable consist of the following:

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

Convertible promissory note	$	320,000		$	320,000
Less debt discount		–			–
Accrued interest		165,077			148,996
Promissory notes		48,225			48,225
Subtotal		533,302			517,221
Less current portion		(533,302	)		(517,221	)
Long-term portion	$	–		$	–

Convertible Promissory Note (AJB Notes)

On November 10, 2021 (the “Issue Date”), we entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Lender”) for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $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.

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.

In November 2024, the Lender issued a small note of $3,225 at 10% interest rate due on June 30, 2025.

Interest Expense

During the three months ended March 31, 2025 and 2024, we recorded interest expense for this note of $16,081 and $2,931, respectively. The increase in 2024 reflects accrual of default interest at 20% per annum on the amended principal balance of $320,000 following 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.

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, which reduces the Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and increases the Balance Sheet amount for Additional Paid-In Capital.

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

2023

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

On April 13, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”), under which the Subscriber agreed to purchase 1,000,000 units, each consisting of one share of our common stock. The consideration received was $25,000. The shares have not yet been issued.

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

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

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

2022

	1.	On November 22, 2022, we became obligated to issue 600,000 shares to the holder of the convertible promissory note (see Note 6). The shares have not yet been issued.

	2.	On November 11, 2022, we issued 500,000 shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $300,000 or $0.30 per share, which was the value of our stock on the date of grant.

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

	4.	In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 shares as of December 31, 2021. The shares were issued on February 28, 2022.

2020 Stock Incentive Plan

Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”), authorizing the issuance of a total of 2,500,000 shares of our common stock under the Plan. Under the Plan, the exercise price of a granted option shall not be less than 100% of the fair market value on the date of grant (110% of the fair market value in the case of a 10% stockholder). Additionally, no option may be exercised more than ten (10) years after the date it is granted (or no more than five (5) years in the case of a 10% stockholder).

Stock Options

On June 20, 2020, we granted options to purchase 100,000 of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our Company. The options are exercisable at $0.01 per share, expire five (5) years from the date of grant, and vest ratably beginning December 20, 2021, over the term of the option.

The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a valuation that was de minimis. The assumptions used in determining the fair value of the stock options were as follows:


		June 20, 2020
Expected term in years		5 years
Risk-free interest rate		0.33%
Annual expected volatility		38.3%
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 historical volatility of our stock prices.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the stock options.

Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the stock options were measured as of the grant date of the awards, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect the conditions as of the options' issuance date.

Activity related to stock options for the period ended March 31, 2025, and December 31, 2024 is as follows:

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

Outstanding, December 31, 2024		300,000	$	0.01		0.50	$	0.00
Outstanding, December 31, 2024		0	$	0.01		-	$	0.00
Exercisable, end of period		-	$	0.01		-	$	0.00

Warrants

In connection with the transaction with the third-party lender discussed in Note 6, we issued the lender a warrant to purchase 750,000 common shares at $1.00 per share. The warrant replaced the original warrant issued in November 2021 and is exercisable immediately, expiring five years from the original Issue Date.

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


		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 historical volatility of our stock prices.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the warrant.

Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the warrants were measured as of the date of issuance of the warrants, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect conditions as of the grant date.

Activity related to the warrant for the period ended March 31, 2025 and December 31, 2024, is as follows:

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

Outstanding, December 31, 2024		2,750,000	$	1.00		1.9	$	0
Outstanding, March 31, 2025		2,750,000	$	1.00		1.9	$	0
Exercisable, end of period		2,750,000	$	1.00		1.9	$	0

8. Equity-Based Compensation to Related Parties

On January 28, 2025, the Board of Directors of the Company approved a new issuance of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024.

The Company issued the following shares of common stock to its directors as additional compensation:


Name	Role(s)	Common Shares Granted
Joseph Grimes	CEO, temporary CFO, Board Member	100,000 shares
Sanjay Prasad	Legal Counsel, Board Member	100,000 shares
Steven Ritacco	Chief Technology Officer, Board Member	100,000 shares

In the case of Mr. Prasad, the share issuance also reflects a settlement of $6,427 in expenses previously incurred on behalf of the Company.

This resolution superseded and revoked all prior equity compensation grants, including those approved on October 27, 2023, and subsequently revised on January 21, 2025, as if such prior grants were never made.

9.	Investment in Boumarang Inc.

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

Classification and Measurement

The investment in Boumarang Shares is classified as an equity investment under ASC 321, Investments—Equity Securities. Management has determined that the investment does not provide the Company with control or significant influence over Boumarang (ownership less than 20%, no board seat, no participation in policy-making decisions). Accordingly, the investment is recorded at fair value, with subsequent changes in fair value recognized in the statement of operations.

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

Subsequent Measurement: The fair value of the investment will be remeasured at each reporting date based on quoted prices in active markets (if available) or observable/unobservable valuation inputs. Changes in fair value will be recognized in “Other Income (Expense)” within the Company’s statement of operations.

Level of Fair Value Inputs: As of December 31, 2024, the investment is classified as a Level 1 asset (quoted price in active market) if Boumarang’s shares are publicly traded, or as a Level 2/3 asset if observable inputs are limited.

Strategic Intent

The Boumarang investment represents a strategic, non-core holding, providing the Company with a potential source of liquidity to support its transition into the food technology sector. Management will continue to evaluate monetization options, including potential sale of all or part of the shares, as market and strategic conditions permit.

Risk Considerations

The value of the Boumarang Shares is subject to market risk and volatility, as well as risks associated with Boumarang’s operations and financial condition. Management has concluded that no impairment indicators existed as of December 31, 2024, and that the carrying amount of the investment approximated its fair value.

10.

Discontinued Operations

On December 31, 2024, Tribal Rides International Corp. completed the sale of substantially all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. pursuant to an Asset Purchase Agreement. Consideration consisted of 2,906,977 shares of Boumarang common stock, valued at $5,000,000 on the closing date.

The divested Assets included:

U.S. Patent No. 9,984,574

U.S. Patent No. 11,217,101

All related trade secrets, customer lists, software, prototypes, applications, business names, goodwill, and other intangible property

Following the transaction, the Company discontinued its historical operations in transportation and autonomous ridesharing technology.

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

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

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

Igala/Waterford Agreements

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

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

Independent Contractor Agreement

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

Trinesis Technologies Agreement

On April 13, 2023, we entered into a Services Agreement with Trinesis Technologies Private Limited, a corporation located in India. Under the agreement, Trinesis agreed to rebuild our software platform so that it is robust and scalable, which was expected to be completed by the end of calendar year 2023. As compensation for the services, we agreed to pay Trinesis a total of $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.

12.

Subsequent Events

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

Termination of Share Exchange Agreement with Singta (June 30, 2025): Entry into Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which the Company agreed to acquire 100% of Singta in exchange for issuing 400,000,000 newly issued restricted shares of the Company’s common stock to Singta’s selling stockholders. The agreement stipulates that the acquisition consideration represents the entire purchase price; closing is contingent upon the terms and conditions set forth in the agreement. The Company disclosed that a copy of the agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not issued these shares. The transaction was subject to customary closing conditions, which were not satisfied. On June 30, 2025, the Board of Directors determined not to proceed with the transaction and formally terminated the Singta Agreement.

Entry into Share Exchange Agreement (June 30, 2025): Effective June 30, 2025, which will be recognized as the acquisition date for accounting purposes under U.S. GAAP, the Company completed the acquisition of all of the membership interests of Supa Food Services LLC (“Supa”), a Wyoming limited liability company. The Company expects to announce this transaction in a Current Report on Form 8-K on or before September 30, 2025, including the required financial statements of Supa and related pro forma financial information.

Change in independent registered public accounting firm (June 2, 2025). The Board dismissed Olayinka Oyebola & Co. due to its “Prohibited Service Provider” status with OTC Markets Group and engaged Lao Professionals as the Company’s new independent registered public accounting firm. The Company reported no disagreements with the former auditor.

Item 2.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements. Historical results may not be indicative of future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

Company Overview

Tribal Rides International Corp., a Nevada corporation (the “Company”, “we”, or “us”), was incorporated on May 19, 2014, as “Trimax Consulting, Inc.” On May 8, 2017, we changed our name to “Xinda International Corp.”

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.”

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

Plan of Operations

We intend to realign our corporate strategy and resources to focus on identifying, developing, and acquiring food technology businesses and assets. We believe the food tech industry presents significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions. The Company is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector.

Until we complete this transition, we will be considered to be in the development stage, with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.

Financial Conditions at March 31, 2025 and December 31, 2024

At March 31, 2025 and December 31, 2024, we had no cash on hand to execute our business plan. We reported accumulated deficits of $2,659,490 and $2,799,154, respectively, and working capital deficits of $654,337 and $746,001, respectively.

Results Operations

The Company did not generate revenue in either the three months ended March 31, 2025 or March 31, 2024, consistent with its pre-commercialization phase.

For the three months ended March 31, 2025 and 2024, we recorded net income of $139,664, compared to a net loss of $41,831.

The net income in the three months ended March 31, 2025 primarily resulted from one-time non-cash gains on the extinguishment of liabilities due to related parties of $174,350.

Total operating expenses decreased to $18,605 in the three months ended March 31, 2025, compared to $38,900 in the three months ended March 31, 2024, reflecting a reduction in general and administrative expenses as operations wound down in connection with the asset sale.

As disclosed in Note 10 to the financial statements, on December 31, 2024, we sold substantially all of our historical intellectual property assets to Boumarang Inc. for consideration valued at $5.0 million. This transaction is reflected as discontinued operations in our consolidated financial statements.

Following the sale, we ceased further development of our ridesharing and autonomous vehicle platform.

Liquidity and Capital Resources

At March 31, 2025 and December 31, 2024, the Company had $0 and $0 cash to execute its business plan. At March 31, 2025 and December 31, 2024, the Company had accumulated a deficit of $2,659,490 and $2,799,154, and working capital deficits of $654,337 and $746,001, respectively. We have previously raised capital through debt financing, advances from related parties, and private placements of our common stock to meet operating needs.

Since its inception, the Company has sustained losses and negative cash flows from operations. The Management believes that the Company does not have the cash to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following December 31, 2023. The Company had no revenues or cash flow from operations in the past fiscal year ended December 31, 2024. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources. The Management anticipates raising significant additional capital to accomplish its growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms, such as financing and capital, that might be available.

We have no plant or significant equipment to sell, and we do not intend to purchase any plant or significant equipment within the next 12 months.

Going Concern Considerations

As of March 31, 2025, the Company had an accumulated deficit of $2,659,490 and has not yet generated any revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2024, and 2023, expressing substantial doubt about the Company’s ability to continue as a going concern.

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

Management has evaluated the Company’s ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2025, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.

Basis of Presentation

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

Critical Accounting Policies and Estimates

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates.

Intellectual Property

We have patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand and dispatching cars in advance to reduce wait times, increasing vehicle utilization, and decreasing costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

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

Long-lived Assets

Common Stock Issued for Services

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. It does not believe that any other new accounting pronouncements have been issued that could have a material impact on its financial position and results of operations.

Off-Balance Sheet Arrangements

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

Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies include:

	1.	an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;

	2.	an exemption from the adoption of new or revised financial accounting standards until they apply to private companies;

	3.	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and

	4.	reduced disclosure about our executive compensation arrangements.

We have elected to take advantage of the exemption from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, 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 Exchange Act, as of March 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 March 31, 2023. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Quarterly Report on Form 10-Q.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On January 28, 2025, the Board of Directors of the Company approved a new issuance of 300,000 shares of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024.

Item 5.

Other Information

During the quarter ended March 31, 2025, no director or officer adopted or terminated any 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 6.

Exhibits

SEC Ref. No.		Title of Document
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer
31.2*		Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**		Section 1350 Certification of Principal Executive Officer
32.2**		Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

__________________

*Filed with this Report.

**Furnished with this Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRIBAL RIDES INTERNATIONAL CORP.


Date: September 11, 2025	By:	/s/ Adam Clode
		Adam Clode, Chief Executive Officer (Principal Executive Officer)

Tribal Rides International Corp. 10-Q