10-Q: Tribal Rides Pivots to Food Tech, Acquires SUPA Vending

Tribal Rides International Corp. completes a strategic pivot from transportation technology to food technology with the acquisition of SUPA Food Services LLC and its 1,157 ice/water vending machines.

Summary

• Completed the sale of intellectual property and related intangible assets for ridesharing and autonomous vehicle markets to Boumarang Inc. on December 31, 2024, for $5,000,000 in Boumarang common stock.
• This divestiture marks a strategic transition to the food technology (food tech) sector, discontinuing the previous transportation technology business.
• Acquired SUPA Food Services LLC, a related party, on June 30, 2025, by issuing 250,000,000 shares of common stock (fair value $0.0005 per share, total $125,000).
• The SUPA acquisition included 1,157 commercial ice/water vending machines valued at $40,809 and the assumption of a $121,200 related party loan obligation.
• Reported a net loss of $162,619 for the six months ended June 30, 2025, compared to a net loss of $41,831 for the same period in 2024.
• The decrease in net loss for the six months ended June 30, 2025, was primarily due to a one-time non-cash gain of $174,350 from the extinguishment of related party liabilities.
• Operating expenses increased to $150,827 for the three months ended June 30, 2025, from $0 in the prior year, reflecting increased operational activity post-acquisition.
• Holds an accumulated deficit of $2,822,109 and a working capital deficit of $816,037 as of June 30, 2025.
• Cash on hand was $2,973 as of June 30, 2025.
• The previously announced Share Exchange Agreement with Singta Industries Inc. was terminated on June 30, 2025, as closing conditions were not satisfied.
• Management identified a material weakness in internal control over financial reporting as of June 30, 2025.

Sentiment

Score: 2

Explanation: The company is in a precarious financial position with minimal cash, no revenue, and a significant accumulated deficit, raising substantial doubt about its going concern. While a strategic pivot to food tech and an asset sale occurred, the new business is nascent, requires significant funding, and the company faces internal control weaknesses and a failed acquisition attempt. The positive gain from extinguishment of debt is a one-time event and does not offset the underlying financial instability.

Positives

• Successfully divested non-core transportation technology assets for $5,000,000 in Boumarang common stock.
• Completed a strategic pivot into the food technology sector with the acquisition of SUPA Food Services LLC, establishing a new business direction.
• Acquired 1,157 commercial ice/water vending machines, providing a foundation for future revenue generation.
• Recognized a one-time non-cash gain of $174,350 from the extinguishment of related party liabilities.

Negatives

• Continues to incur net losses, with $162,619 for the six months ended June 30, 2025, and $22,955 for the three months ended June 30, 2025.
• Generated no revenue in the current or prior periods, indicating a pre-commercialization phase for the new business.
• Maintains a significant accumulated deficit of $2,822,109 and a working capital deficit of $816,037 as of June 30, 2025.
• Possesses a critically low cash balance of $2,973 as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern.
• Assumed a $121,200 related party loan obligation as part of the SUPA acquisition, with terms still under negotiation.
• Terminated the Share Exchange Agreement with Singta Industries Inc., indicating a failed strategic acquisition attempt.
• Identified a material weakness in internal control over financial reporting.
• Relies heavily on future equity or debt financing to continue operations and achieve profitability.

Risks

• Going Concern: The company has no revenues, incurred net losses, and has an accumulated deficit of $2,822,109 as of June 30, 2025, with continuation dependent on raising equity or debt financing and achieving profitable operations from future acquisitions.
• Liquidity Risk: Possesses insufficient cash ($2,973 as of June 30, 2025) to meet working capital and corporate development needs for the next twelve months.
• Operational Risk: The new food tech business (SUPA acquisition) requires further funding, integration efforts, and licensing approvals to generate revenue.
• Market Risk: The value of the investment in Boumarang Shares ($5,000,000) is subject to market risk and volatility, as well as risks associated with Boumarang's operations and financial condition.
• Financing Risk: There are no assurances that sufficient capital will be obtained to continue as a going concern or to fund growth plans.
• Internal Control Weakness: A material weakness in internal control over financial reporting was identified, which could affect the reliability of financial reporting.
• Related Party Transactions: The assumed related party loan obligation of $121,200 from SUPA has undetermined terms (interest rate, maturity, repayment).
• Development Stage: The company is considered to be in the development stage with no current operating revenues, and future operations depend on successful acquisitions and product launches in the food tech space.

Future Outlook

The company intends to realign its corporate strategy and resources to focus on identifying, developing, and acquiring food technology businesses and assets, believing this industry presents significant opportunities. It is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector. The company will be considered in the development stage with no current operating revenues until this transition is complete. Future operations depend on the ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space. Management anticipates raising significant additional capital over the next twelve months, though no specific plans or agreements for new funding sources currently exist.

Management Comments

• The acquisition of SUPA is expected to establish a foundation for revenue generation from water machine operations, but will require further funding, integration efforts, and licensing approvals.
• 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.
• Management anticipates raising significant additional capital to accomplish its growth plan over twelve (12) months.
• 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.
• 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.

Industry Context

The company is undergoing a fundamental business model shift, pivoting from the highly competitive and capital-intensive ridesharing and autonomous vehicle market to the food technology (food tech) sector. The previous focus on proprietary software and patented technologies is replaced by an initial entry into physical vending machine operations. Management views the food tech industry as offering significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions, suggesting a move into a potentially high-growth area, albeit starting with a basic vending machine business.

Comparison to Industry Standards

• The company is in a 'development stage' with no revenue, making direct comparison to established industry players challenging.
• The acquisition of 1,157 vending machines for $40,809 (approximately $35 per machine) suggests these may be older assets or the valuation reflects specific accounting treatment rather than market value for fully operational, modern machines. The total consideration for SUPA was $125,000 in stock, plus assumed debt, with a significant portion allocated to intangible assets ($84,191) rather than the physical machines.
• The company's financial health, characterized by an accumulated deficit of $2,822,109, a working capital deficit of $816,037, and minimal cash of $2,973, is significantly below industry standards for a healthy operating company, indicating a high-risk, early-stage venture.

Management Changes

Corporate Governance

Related Party Transactions

• Joseph Grimes sold 20,000,000 shares of common stock to Spark Capital Investments, LLC on February 3, 2025.
• Entered into a Release and Settlement Agreement with Mr. Grimes, Mr. Prasad, and Sanjay Prasad in February 2025, mutually releasing claims and extinguishing $174,350 in related-party payables.
• Entered into a Share Exchange Agreement with SUPA Food Services LLC (a related party) on June 30, 2025, issuing 250,000,000 shares of common stock (valued at $125,000) and assuming a $121,200 related party loan obligation.
• Issued 300,000 shares of common stock to three officers (related parties) on January 28, 2025, valued at $3,000, in recognition of their service from 2020 through 2024.
• Amounts due to related parties as of June 30, 2025, include $121,200 to Spark Capital (assumed loan), $39,000 to Don Smith, and $16,000 to KeptPrivate.com (owned by Steven Ritacco).

Stakeholder Impact

• Shareholders face significant dilution from the issuance of 250,000,000 shares for the SUPA acquisition, increasing outstanding shares from 39,935,500 to 290,235,500. The low valuation of $0.0005 per share for this issuance indicates a substantial reduction in per-share value.
• Existing shareholders bear substantial risk due to the going concern warning, lack of revenue, and the necessity for future capital raises, which could lead to further dilution.
• Management and employees have experienced significant changes in leadership and board composition, with new appointments and resignations.
• Creditors face uncertainty regarding the repayment of notes payable, with some notes in default (Corrigan note) or accruing default interest (AJB note). The terms of the newly assumed $121,200 related party loan are still under negotiation.
• Customers in the food tech sector are the target of the new business direction via vending machines, but this operation is nascent and requires significant development before providing widespread service.

Next Steps

• Raise additional capital through private equity or public markets to fund operations and growth plans.
• Identify, develop, and acquire food technology businesses and assets to further the strategic pivot.
• Complete integration efforts and obtain necessary licensing approvals for SUPA Food Services operations.
• Successfully launch products or services in the food tech space to generate revenue.
• Address the identified material weakness in internal control over financial reporting.
• Negotiate and formalize the terms for the $121,200 related party loan assumed from SUPA.

Key Dates

Recommendation

The company is in a highly distressed financial state, characterized by a severe going concern risk, minimal cash reserves ($2,973), and a substantial accumulated deficit. While a strategic pivot to food technology has occurred, the new business is in its infancy, has no revenue, and requires significant, uncertain future funding. The recent acquisition involved substantial shareholder dilution at a very low valuation ($0.0005 per share), and a planned acquisition failed. The identified material weakness in internal controls further exacerbates the risk profile. Given the extreme financial instability, high operational uncertainty, and significant dilution, the stock represents a strong sell for any seasoned investor or institution.

Keywords

Food Technology, Vending Machines, SEC Filing, 10-Q, Tribal Rides International Corp, XNDA, SUPA Food Services, Strategic Pivot, Asset Sale, Boumarang Inc, Going Concern, Financial Results, Quarterly Report, Corporate Governance