10-K/A: Tribal Rides International Amends 2023 Annual Report, Reveals Ongoing Financial Challenges and Leadership Transition

Sentiment:

Annual Report Amendment 28 July 2025 3:37 PM

📋All filings for Tribal Rides International CORP

Tribal Rides International Corp. filed an amended annual report for 2023, disclosing persistent financial losses, a going concern warning, and material weaknesses in internal controls, alongside a recent change in executive leadership.

Delay expectedThe software platform has not yet been placed into service, despite hoping to launch the next phase of release during the year ending December 31, 2023.Shares from the April 13, 2023 Private Placement Subscription Agreement have not yet been issued.600,000 restricted shares promised for the extension of the convertible promissory note (November 22, 2022) have not yet been issued.24,000 common shares obligated to a promissory note holder (November 2022) have not yet been issued.1,000,000 shares promised for the further extension of the convertible promissory note (January 31, 2023) have not yet been issued.Only 100,000 of 350,000 authorized bonus shares have been issued as of April 21, 2023.The promissory note issued on August 1, 2022, is currently in default, and the company is working to extend its maturity date.

Capital raiseThe company states it "will need to raise additional funds to execute our current plan of operation."On January 5, 2023, entered into a Private Placement Subscription Agreement to purchase 250,000 units (one common share and a warrant) for $25,000.On April 13, 2023, entered into a Private Placement Subscription Agreement to purchase 1,000,000 units (one common share) for $25,000.On April 28, 2023, entered into a Private Placement Subscription Agreement to purchase 250,000 units (one common share and a warrant) for $25,000.The company has previously raised capital through debt financing, advances from related parties, and private placements of common stock.

Worse than expectedNo revenues generated for the fiscal years ended December 31, 2023, and 2022.Cash balance depleted to $0 as of December 31, 2023.Accumulated deficit increased to $2,851,996, and negative working capital of $846,618, indicating significant financial distress.Total liabilities increased by $316,295 in 2023.The company's ability to continue as a going concern is in substantial doubt.Material weaknesses in internal control over financial reporting were identified.Several shares promised to employees and noteholders have not yet been issued.A promissory note is in default.

Summary

Tribal Rides International Corp., incorporated on May 19, 2014, is a research and development stage transportation technology company focused on disrupting ridesharing with patented autonomous vehicle technology.
The company's core product is a cloud-based Systems as a Service (SaaS) interface for a social network and mobile app, with a planned E-commerce module.
No revenues were reported for the fiscal years ended December 31, 2023, and 2022.
Net loss for 2023 was $185,918, a significant reduction from the $1,491,513 net loss in 2022, primarily due to lower operating expenses.
As of December 31, 2023, the company had an accumulated deficit of $2,851,996 and negative working capital of $846,618.
Cash balance was $0 as of December 31, 2023, down from $4,213 in 2022.
Total assets increased to $178,157 in 2023 from $137,652 in 2022, while total liabilities increased to $882,318 from $566,023.
The company holds U.S. Patents 9,984,574 and 11,217,101 related to AI, machine learning, optimization, and Smart Deployment algorithms for anticipating passenger demand and dispatching cars.
As of September 2024, the company had no employees, relying entirely on subcontractors.

Sentiment

Score: 2

Explanation: The company is in the R&D stage with no revenue, significant accumulated deficit, and a going concern warning. Cash is depleted, liabilities are increasing, and there are material weaknesses in internal controls. While there's patented technology and a large target market, the financial instability and operational issues present severe challenges.

Positives

Net loss significantly decreased to $185,918 in 2023 from $1,491,513 in 2022, primarily due to a reduction in operating expenses.
Total assets increased to $178,157 in 2023 from $137,652 in 2022.
The company holds patented and patent-pending technologies focused on artificial intelligence, machine learning, and Smart Deployment algorithms for autonomous vehicles.
Progress has been made on the digital transportation enablement and enhancement platform, including successful registration and qualification for using PayPal financial transaction features to supplement current Stripe capabilities.

Negatives

The company reported no revenues for the fiscal years ended December 31, 2023, and 2022.
An accumulated deficit of $2,851,996 as of December 31, 2023, and negative working capital of $846,618 raise substantial doubt about the company's ability to continue as a going concern.
Cash balance was $0 as of December 31, 2023.
Total liabilities increased by $316,295 in 2023 compared to 2022, driven by increases in accounts payable, accrued liabilities, notes payable, and related party advances.
The company's common stock is quoted on the OTC Pink and is considered a penny stock, which decreases liquidity and increases transaction costs.
The software platform has not yet been placed into service, and there is no assurance that any revenue will be created from the patent technologies.
A promissory note issued on August 1, 2022, for $20,000 is currently in default.
The company has not adopted a Code of Ethics due to minimal operations and a limited management team.

Risks

Substantial doubt exists about the company's ability to continue as a going concern, dependent on raising equity or debt financing and attaining profitable operations, with no assurances of success.
The unprecedented impact of the COVID-19 pandemic, geo-political events (such as the conflict between the Russian Federation and Ukraine), and government responses could adversely affect operations and the economy.
General market and economic conditions may impact the company's ability to acquire customers and raise sufficient capital.
Challenges exist in meeting the volume and service requirements of potential customers.
Competition from industry consolidation, new product introductions by competitors, and competitors leveraging low-cost geographies for manufacturing or distribution pose significant threats.
Product pricing, including the impact of currency exchange rates, could affect profitability.
The effectiveness of sales and marketing resources and strategies is crucial for success.
Maintaining adequate manufacturing capacity and supply of components and materials is a risk.
Strategic relationships with suppliers are important for operations.
Product quality and performance are critical for market acceptance.
Protection of products and brands by effective use of intellectual property laws is essential.
The financial strength of competitors could create barriers to entry in new markets.
The outcome of any future litigation or commercial dispute could harm the business.
Operating in a complex legal and regulatory environment, including evolving laws related to Internet activities, privacy, cybersecurity, data protection, intellectual property, competition, consumer protection, payments, labor and employment, transportation services, and taxation, could harm the business.
Material weaknesses in internal control over financial reporting, including lack of segregation of duties, inadequate governance and oversight, and insufficient internal control documentation, increase the risk of material misstatements in financial statements.
The company has not filed federal income tax returns and plans to bring them up to date, which could expose them to penalties or liabilities.

Future Outlook

Management believes their innovative patent and patent-pending technologies will enable them to address current ridesharing demands and those of the rapidly emerging autonomous vehicle personal mobility market, aiming for a significant impact in the self-driving car marketplace. Further development of their SaaS interface and mobile app, along with necessary marketing and distribution, will require additional capital. They hope to launch the next phase of their software platform, and are reviewing and revising sales and marketing plans for 2024. The company anticipates that the emergence of self-driving cars, enhanced by their Mobility as a Service (MAAS) platform, will bring about societal and environmental transformation, leading to fewer vehicles, reduced congestion, and lower emissions. Their patented Anticipatory Deployment algorithms are expected to optimize car deployment and efficiency.

Management Comments

"We believe that the mobility ecosystem and marketplace we are creating, based upon our innovative patent and patent-pending technologies, will enable us to address current ridesharing demands and those of the rapidly emerging autonomous vehicle personal mobility market."
"We believe that the emergence of self-driving cars, enhanced by our Mobility as a Service (MAAS) platform, will bring about another wave of societal and environmental transformation."
"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 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 provide for financial advancement while reducing the costs of vehicle use and ownership."
"If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations."

Industry Context

Tribal Rides International Corp. operates within the rapidly evolving autonomous driving vehicle and shared-ride/taxi markets. The global autonomous car market is projected for substantial growth, with estimates suggesting it will generate $173 billion in global revenue over the next three years and reach $2.195 billion by 2030. Autonomous ridesharing is widely regarded as the next significant step for the industry. The broader shared-ride and taxi market (including players like Uber, Lyft, and Didi) was forecasted at $117 billion in 2021 and is expected to reach $220 billion by 2025, growing at a CAGR of 20.2%. The company aims to disrupt these existing paradigms with its patented autonomous vehicle technology, positioning itself to capitalize on the projected 15-fold growth of the autonomous vehicle market compared to the traditional shared-ride market by 2030. The company also emphasizes environmental and social benefits, such as reducing congestion and emissions, aligning with broader ESG trends in the transportation sector.

Comparison to Industry Standards

The filing mentions market size forecasts for autonomous vehicles ($173 billion by 2024, $2.195 billion by 2030) and the shared-ride/taxi market ($117 billion in 2021, $220 billion by 2025), but does not provide specific comparable companies or projects to benchmark Tribal Rides' current performance against.
The company states it will be competing with current shared-ride providers such as Uber, Lyft, Wingz, Gett, Getaround, BlaBlaCar, RelayRides, and Ridejoy, but offers no direct comparison of its technology, market share, or financial performance relative to these established competitors.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	Joseph Grimes	Adam Clode	2025-07-28	Implied by signature on the amended filing's certifications; Joseph Grimes was listed as CEO as of December 31, 2023.
Chief Financial Officer	Don Smith	Adam Clode	2025-07-28	Implied by signature on the amended filing's certifications; Don Smith was listed as CFO as of December 31, 2023.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weakness	Identified material weaknesses in internal control over financial reporting, including lack of segregation of duties, inadequate governance and oversight, and insufficient internal control documentation.	2023-12-31	Increases the risk of material misstatement in financial statements; management is developing a remediation plan to address these deficiencies.
Committee Structure	No established committees (e.g., Audit Committee, Nominating Committee); the entire Board of Directors performs all committee functions due to the present size of the board.	N/A	Potential for reduced oversight and specialized expertise; the company plans to expand the board and allocate responsibilities accordingly if the business grows.
Code of Ethics	No Code of Ethics adopted due to minimal operations and a limited management team.	N/A	Lack of a formal standard of conduct; the company plans to adopt one when more significant business operations commence.
Regulatory Compliance	Non-compliance with Section 16(a) filing requirements for Joseph Grimes and Steven Ritacco during 2022.	2022-12-31	Indicates potential oversight issues in regulatory reporting.

Legal Proceedings

The company is currently not aware of any legal proceedings or claims that are believed to have a material adverse effect on its business, financial condition, or operating results.
From time to time, the company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business, and an adverse result in these matters could harm the business.

Related Party Transactions

On January 18, 2020, the company purchased certain assets from Tribal Rides, Inc. in exchange for 25,000,000 shares of common stock; Joseph Grimes, the company's CEO, is also the CEO and a shareholder of Tribal Rides, Inc.
As of December 31, 2023, amounts owed to related parties totaled $213,350, including $151,061 to Joe Grimes, $7,289 to Sanjay Prasad, $39,000 to Don Smith, and $16,000 to KeptPrivate.com (owned by Steven Ritacco). These amounts are unsecured, bear no interest, and are repayable on demand.
Mr. Prasad made patent filings for the company, with amounts charged totaling $0 in 2023 and $2,480 in 2022.
Mr. Smith (CFO) was entitled to monthly cash compensation of $3,500 per month per his employment agreement, with $0 charged in 2023 and $42,000 in 2022.
KeptPrivate.com (owned by Mr. Ritacco, CTO) performed services related to platform development, with $0 charged in 2023 and $24,000 in 2022.

Stakeholder Impact

Shareholders face significant dilution risk from ongoing capital raises and share issuances for services/debt, coupled with a high risk of value loss due to going concern issues, no revenue, and penny stock status. Potential for future upside exists if technology is successfully commercialized and the company becomes profitable.
Employees (subcontractors) currently have less direct employee benefits/stability due to the company's reliance on subcontractors. Future employment opportunities depend on successful funding and operational growth.
Customers are minimally impacted currently as the platform is still in beta testing and not yet fully launched. Future customers would benefit from the proposed ridesharing disruption.
Suppliers and creditors face a risk of non-payment due to the company's financial distress and going concern warning, with a promissory note already in default.
Management's compensation includes significant stock awards, aligning their interests with share value, but also exposing them to the company's severe financial risks.

Next Steps

Raise additional funds through equity or debt financing to execute the current plan of operation.
Scale back operations if unable to raise sufficient funds.
Launch the next phase of release for the digital transportation platform (hoped for in 2023, implying ongoing effort).
Review and revise sales and marketing plans for 2024.
Implement a remediation plan to strengthen internal control over financial reporting, including creating and adopting a formal policy manual for financial controls.
Bring federal tax filings up to date.
Work with the note holder to extend the maturity date of the defaulted promissory note.
Issue outstanding shares promised to noteholders and employees.
Expand the size of the board and allocate responsibilities to committees if the business grows.
Consider adopting a Code of Ethics when more significant business operations commence.

Key Dates

Date	Description
2014-01-21	Provisional application filed for U.S. Patent 9,984,574 and U.S. Patent 11,217,101.
2014-05-19	Company incorporated as Trimax Consulting, Inc.
2017-03-16	Newfield Global Holdings Limited acquired 25.0 million shares of common stock.
2017-05-08	Company changed name to Xinda International Corp.
2018-05-29	U.S. Patent 9,984,574 issued.
2020-01-18	Entered into Asset Purchase Agreement with Tribal Rides, Inc. and purchased assets in exchange for 25,000,000 shares of common stock.
2020-06-20	Board of Directors adopted the 2020 Stock Incentive Plan, authorizing 2,500,000 shares for future issuances. Options to purchase 300,000 common shares granted to Messrs. Grimes, Prasad, and Ritacco.
2021-01-01	First trade of common stock occurred.
2021-02-24	Company changed name to Tribal Rides International Corp.
2021-03-21	Entered into agreement with SRAX, Inc. for investor relations services.
2021-06-01	125,000 shares issued to SRAX, Inc. as compensation.
2021-06-10	Issued a promissory note for $5,000 to a non-related third party.
2021-11-10	Entered into a Securities Purchase Agreement with a third-party lender for a Convertible Promissory Note of $290,000.
2021-11-17	Entered into Employment Agreements with Don Smith (CFO) and Steven Ritacco (CTO).
2022-01-04	U.S. Patent 11,217,101 issued.
2022-01-13	Tribal Rides, Inc. transferred 20,000,000 shares to Mr. Grimes.
2022-02-23	Filed application with FINRA to change ticker symbol.
2022-02-28	1,320,000 commitment shares issued to the lender of the Convertible Promissory Note.
2022-04-21	A stockholder agreed to cancel 2,000,000 shares.
2022-05-22	Convertible Promissory Note extended for six months until November 10, 2022.
2022-08-01	Issued a promissory note for $20,000 to a non-related third party.
2022-11-01	Due date for $5,000 promissory note, leading to obligation to issue 24,000 common shares due to non-payment.
2022-11-11	Issued 500,000 shares each to Don Smith (CFO) and Steve Ritacco (CIO) per employment agreements, vested July 1, 2022.
2022-11-22	Signed Modification-Extension of Maturity Date letter for Convertible Promissory Note, extending maturity to February 10, 2023, and agreeing to issue 600,000 restricted shares.
2022-12-31	500,000 shares each became vested for CFO and CIO per employment agreements.
2023-01-05	Entered into Private Placement Subscription Agreement to purchase 250,000 units (share + warrant) for $25,000.
2023-01-31	Agreement reached to further extend Convertible Promissory Note maturity date to August 1, 2023, and issue 1,000,000 shares.
2023-02-10	Entered into agreement with SRAX, Inc. for investor relations services, agreeing to compensate with 1,850,559 common shares.
2023-02-XX	Four stockholders agreed to cancel a total of 2,145,000 shares of common stock.
2023-03-02	Entered into consulting agreement with Igala Commonwealth Limited for web development and copywriting services, agreeing to compensate with 800,000 shares.
2023-03-02	Entered into services agreement with Alta Waterford LLC for investor awareness services for $1,000.
2023-03-12	Amended Articles of Incorporation to increase authorized common shares to 500,000,000.
2023-04-13	Entered into Private Placement Subscription Agreement to purchase 1,000,000 units (1 common share) for $25,000.
2023-04-17	Number of common stock holders was approximately 26.
2023-04-21	Board of Directors authorized issuance of 350,000 shares as bonuses (250,000 to CFO, 100,000 to vendor).
2023-04-28	Entered into Private Placement Subscription Agreement to purchase 250,000 units (share + warrant) for $25,000.
2023-09-XX	Company had no employees.
2023-12-31	Fiscal year ended. Accumulated deficit of $2,851,996, net loss of $185,918, cash of $0.
2024-09-20	Olayinka Oyebola & Co. (auditor since 2024) signed audit report for 2023 financial statements.
2024-10-02	Original Form 10-K for fiscal year ended December 31, 2023, filed with SEC.
2025-07-28	Date of filing of this Amendment No. 1 to Form 10-K. 39,935,500 shares of common stock outstanding.

Recommendation

strong sell

The company is in a precarious financial position, evidenced by zero revenue, a substantial accumulated deficit, negative working capital, and a going concern warning from its auditors. Cash has been depleted to zero, and liabilities are increasing. While the company possesses patented technology in a potentially lucrative market (autonomous ridesharing), it remains in the R&D stage with no clear path to commercialization or profitability. Significant internal control weaknesses further compound the risk. The reliance on continuous capital raises, often through dilutive share issuances, and the default on a promissory note highlight severe liquidity issues. Given these fundamental financial and operational challenges, the stock carries extremely high risk, and a seasoned investor would likely recommend divesting.

Keywords

Ridesharing, Autonomous Vehicles, Transportation Technology, SaaS, AI, Machine Learning, Smart Deployment, Mobility as a Service, SEC Filing, 10-K/A, Financial Reporting, Going Concern, Startup, Intellectual Property, OTC Pink

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