10-K: Tribal Rides Pivots to Food Tech, Sells IP Amid Going Concern
Sentiment:
Annual Report
Tribal Rides International Corp. divested its ridesharing technology for $5 million in Boumarang stock and is now strategically transitioning to the food technology sector.
Delay expectedThe company filed a Form 12b-25 on March 31, 2025, stating it could not timely file its 2024 Form 10-K by the due date and anticipated filing within the 15-day extension period.
Capital raiseManagement believes the company does not have sufficient cash to meet working capital and corporate development needs for the next twelve months.Management anticipates raising significant additional capital to accomplish its growth plan over the next twelve months.The company expects to seek additional funding through private equity or public markets, though there are no assurances about the availability or terms of such financing.
Worse than expectedDespite reporting a net income of $52,842 in 2024, this was primarily due to one-time non-cash gains from debt extinguishment and derivative liabilities, not from operational performance.The company continues to generate no revenue from operations and has an operating loss of $88,196 in 2024.The company has no cash on hand and maintains significant accumulated and working capital deficits.Independent auditors have expressed substantial doubt about the company's ability to continue as a going concern, indicating severe financial instability.
Summary
- Tribal Rides International Corp. (XNDA) completed the sale of substantially all its intellectual property and related intangible assets, including patents for ridesharing and autonomous vehicles, to Boumarang Inc. on December 31, 2024.
- The company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000, in consideration for the asset sale.
- Following the divestiture, the company has discontinued its historical transportation technology business and is now pursuing opportunities in the food technology (food tech) sector.
- The company reported net income of $52,842 for the fiscal year ended December 31, 2024, primarily due to one-time non-cash gains on extinguishment of derivative liabilities and debt modifications, compared to a net loss of $185,918 in 2023.
- Operating expenses decreased to $88,196 in 2024 from $137,843 in 2023, reflecting a reduction as operations wound down.
- As of December 31, 2024, the company had no cash, an accumulated deficit of $2,799,154, and a working capital deficit of $746,001.
- The independent auditors expressed substantial doubt about the company's ability to continue as a going concern due to no revenue, recurring losses, and a net capital deficiency.
- Management changes occurred in February 2025, with Joseph Grimes, Sanjay Prasad, and Steven Ritacco resigning, and Adam Clode, Candice Beaumont, and John McMullen being appointed to leadership roles.
- The company acquired Supa Food Services LLC on June 30, 2025, as part of its new food tech strategy.
Sentiment
Score: 3
Explanation: The sentiment is largely negative due to the severe financial distress, including no operational revenue, significant deficits, and a going concern warning from auditors. While the strategic pivot to food tech and the asset sale provide a potential path forward, the company's current state of liquidity, internal control weaknesses, and reliance on future capital raises present substantial risks. The positive net income is non-operational and does not reflect underlying business health.
Positives
- Completed the sale of its historical intellectual property assets to Boumarang Inc. for $5,000,000 in Boumarang common stock, providing a significant asset on the balance sheet.
- Reported a net income of $52,842 for fiscal year 2024, a notable improvement from the $185,918 net loss in 2023, albeit driven by non-cash gains.
- Successfully reduced total operating expenses to $88,196 in 2024 from $137,843 in 2023, indicating cost management during the business transition.
- Acquired Supa Food Services LLC on June 30, 2025, marking a concrete step in its strategic pivot to the food technology sector.
- The company has adopted an insider trading policy to promote compliance with securities laws and protect its stakeholders.
Negatives
- The company generated no revenue during the fiscal years ended December 31, 2024, and 2023, and remains in a development stage with no current operating revenues.
- Independent auditors expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses, no revenue, and a net capital deficiency.
- Reported an accumulated deficit of $2,799,154 and a working capital deficit of $746,001 as of December 31, 2024.
- Had no cash on hand as of December 31, 2024, and December 31, 2023, indicating severe liquidity issues.
- Interest expense increased significantly to $110,953 in 2024 from $48,075 in 2023, partly due to default interest on a convertible promissory note.
- Identified material weaknesses in internal control over financial reporting as of December 31, 2023, including lack of segregation of duties, inadequate governance, and insufficient documentation.
- The company's common stock is considered a 'penny stock,' which can decrease liquidity and increase transaction costs.
- The company has not adopted a Code of Ethics, citing minimal operations and a limited management team.
- Experienced multiple changes in independent registered public accounting firms, with one dismissal due to 'Prohibited Service Provider status' with OTC Markets Group.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to lack of revenue, recurring losses, and net capital deficiency.
- Inability to raise sufficient additional capital to fund future operations, complete acquisitions, and launch products/services in the food tech space.
- Cybersecurity risks, including potential unauthorized access, disruption, or damage to systems, networks, and data, which could materially affect business.
- Reliance on directors, officers, and third-party consultants for all activities, as the company has no full-time employees.
- The food technology industry is competitive, and the company's ability to successfully identify, develop, and acquire businesses in this sector is uncertain.
- The value of the investment in Boumarang Shares is subject to market risk and volatility, as well as risks associated with Boumarang's operations and financial condition.
- Potential for future litigation or commercial disputes, which could harm the business.
- The company's common stock is a 'penny stock,' which may limit market liquidity and increase transaction costs for investors.
- Material weaknesses in internal control over financial reporting could lead to undetected misstatements in financial statements.
Future Outlook
The company intends to realign its corporate strategy and resources towards identifying, developing, and acquiring food technology businesses and assets, believing this industry presents significant opportunities. Future operations are dependent on the ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space. The company expects to conduct planned operations for twelve months using currently available capital resources but anticipates needing significant additional capital for its growth plan.
Management Comments
- Management believes 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 the next twelve months, expecting to seek funding through private equity or public markets.
- 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.
Industry Context
The strategic pivot to the food technology (food tech) sector aligns with broader industry trends emphasizing sustainable, healthy, and technology-enabled food solutions. This sector is experiencing significant growth driven by consumer demand for innovation in food production, distribution, and consumption. While the ridesharing and autonomous vehicle market is also growing, Tribal Rides' previous development-stage status and lack of revenue suggest it struggled to gain traction. The move into food tech positions the company in a high-growth area, but it will face intense competition from established players and well-funded startups in this evolving industry.
Comparison to Industry Standards
- The company's current financial state, with no revenue, recurring losses, and a going concern warning, falls significantly below industry standards for operating companies.
- As a development-stage company with a new strategic focus on food tech, direct comparisons to established, revenue-generating companies in either the former ridesharing or new food tech sectors are not yet applicable for performance metrics.
- The acquisition of Supa Food Services LLC is a positive step towards establishing a presence in the food tech industry, but its impact and performance relative to industry peers like Beyond Meat (BYND) or Oatly (OTLY) cannot be assessed without operational data from the new segment.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and Director | Joseph Grimes | Adam Clode | 2025-02-06 | Joseph Grimes sold 20,000,000 shares (approximately 50% of outstanding shares) to Spark Capital Investments, LLC and resigned. |
| Director | Joseph Grimes | 2025-02-06 | Resignation following sale of significant shareholding. | |
| Director | Sanjay Prasad | 2025-02-06 | Resignation. | |
| Chief Technology Officer and Director | Steven Ritacco | 2025-02-06 | Resignation. | |
| Director | Candice Beaumont | 2025-02-06 | Appointment in connection with new management. | |
| Director | John McMullen | 2025-02-06 | Appointment in connection with new management. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Weaknesses | Identified material weaknesses in internal control over financial reporting as of December 31, 2023, including lack of segregation of duties, inadequate governance and oversight, and insufficient internal control documentation. | 2023-12-31 | Increases risk of material misstatement in financial statements not being prevented or detected on a timely basis. Remediation plan is being developed. |
| Committee Structure | The company does not have an Audit Committee, Nominating Committee, or other standing committees. The entire Board of Directors performs all functions. | Ongoing | May lead to less specialized oversight and increased workload for the full board, potentially impacting effectiveness, especially as the company grows. |
| Code of Ethics | The company has not adopted a Code of Ethics, citing minimal operations and a limited management team. | Ongoing | Absence of a formal code of conduct may pose risks to ethical standards and compliance, particularly as the company expands and engages in new business activities. |
| Insider Trading Policy | Adopted an insider trading policy governing transactions in company securities for directors, officers, employees, consultants, and contractors. | Not specified, but filed as Exhibit 19.1 | Enhances compliance with federal and state securities laws and protects the company and its stakeholders from insider trading violations. |
Legal Proceedings
- Currently not aware of any legal proceedings or claims that are believed to have a material adverse effect on the business, financial condition, or operating results.
Related Party Transactions
- Amounts owed to Joseph Grimes (former CEO and Director): $151,061 as of December 31, 2024 and 2023.
- Amounts owed to Sanjay Prasad (former Director): $7,289 as of December 31, 2024 and 2023.
- Amounts owed to Don Smith (former CFO): $39,000 as of December 31, 2024 and 2023, representing accrued and unpaid salary.
- Amounts owed to KeptPrivate.com (owned by Steven Ritacco, former Director): $16,000 as of December 31, 2024 and 2023, for services related to software development.
- All amounts due to related parties are unsecured, bear no interest, and are repayable on demand.
- Asset Purchase Agreement on January 18, 2020, with Tribal Rides, Inc., where Joseph Grimes is CEO and a shareholder, for the purchase of assets in exchange for 25,000,000 shares of the company's common stock.
Stakeholder Impact
- Shareholders face significant risk due to the company's going concern status, lack of operational revenue, and reliance on future capital raises, which could lead to substantial dilution.
- The value of the Boumarang Inc. shares received from the asset sale represents a new asset for shareholders, but its value is subject to market volatility.
- Creditors (including related parties) face uncertainty regarding repayment given the company's lack of cash and ongoing financial deficits.
- Employees (currently none full-time) and consultants may experience instability due to the company's development stage and dependence on external funding.
- Customers (future food tech customers) will be impacted by the company's ability to successfully launch and scale new products and services in the food tech sector.
Next Steps
- Identify, develop, and acquire food technology businesses and assets.
- Raise additional capital through private equity or public markets to fund future operations and growth.
- Successfully launch products or services in the food tech space.
- Implement a remediation plan to strengthen internal control over financial reporting, including creating a formal policy manual.
- Announce the acquisition of Supa Food Services LLC in a Current Report on Form 8-K on or before September 30, 2025.
Key Dates
| Date | Description |
|---|---|
| 2014-05-19 | Company incorporated as Trimax Consulting, Inc. |
| 2017-05-08 | Name changed to Xinda International Corp. |
| 2020-01-18 | Entered Asset Purchase Agreement with Tribal Rides, Inc., acquiring 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 issuance. |
| 2021-02-24 | Name changed to Tribal Rides International Corp. |
| 2021-11-10 | Entered Securities Purchase Agreement with AJB Capital Investments, LLC for a Convertible Promissory Note of $290,000. |
| 2022-05-22 | Convertible Promissory Note extended for six months until November 10, 2022. |
| 2022-08-01 | Issued a 10% Promissory Note to a non-related third party in the principal amount of $20,000. |
| 2022-11-22 | Lender agreed to further extend the Convertible Promissory Note maturity date to February 10, 2023, in exchange for 600,000 restricted shares. |
| 2023-01-05 | Entered Private Placement Subscription Agreement with a third party to purchase 250,000 units for $25,000. |
| 2023-01-31 | Lender agreed to extend the Convertible Promissory Note's maturity date to August 31, 2023, in exchange for 1,000,000 restricted shares. |
| 2023-02-10 | Entered agreement with SRAX, Inc. for investor relations services, to be compensated with 1,850,559 common shares. |
| 2023-03-02 | Entered Consulting Agreement with Igala Commonwealth Limited and services agreement with Alta Waterford LLC. |
| 2023-04-02 | Entered Independent Contractor Agreement with an individual for business and marketing plan assistance. |
| 2023-04-13 | Entered Private Placement Subscription Agreement with a third party to purchase 1,000,000 units for $25,000 (shares not yet issued). |
| 2023-04-13 | Entered Services Agreement with Trinesis Technologies Private Limited to rebuild software platform. |
| 2023-04-21 | Board of Directors authorized the issuance of 350,000 shares as bonuses. |
| 2023-04-28 | Issued a 6% convertible promissory note to a non-related third party in the principal amount of $25,000. |
| 2023-05-23 | Lender advanced an additional $30,000, increasing the principal of the Convertible Promissory Note to $320,000, and a replacement warrant was issued. |
| 2023-07-24 | SRAX informed the company of a claim for 6,524,441 shares under share adjustment provisions. |
| 2024-02-07 | Dismissed TAAD LLP as independent registered public accounting firm and engaged Olayinka Oyebola & Co. |
| 2024-03-31 | Filed Form 12b-25 for late filing of 2024 Form 10-K. |
| 2024-12-31 | Completed the sale of substantially all intellectual property and related intangible assets to Boumarang Inc. |
| 2025-01-28 | Board approved grants of 100,000 shares of common stock to Joseph Grimes, Sanjay Prasad, and Steven Ritacco as additional compensation. |
| 2025-02-03 | Joseph Grimes sold 20,000,000 shares (approx. 50%) to Spark Capital Investments, LLC, and resigned as Chief Executive Officer. |
| 2025-02-06 | Messrs. Grimes, Prasad, and Ritacco resigned from the Board of Directors; Mr. Ritacco also resigned as Chief Technology Officer. |
| 2025-02-06 | Adam Clode appointed Chief Executive Officer and Director; Candice Beaumont and John McMullen appointed Directors. |
| 2025-02-06 | Entered Share Exchange Agreement with Singta Industries Inc. (later terminated). |
| 2025-02 | Filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. |
| 2025-06-02 | Board dismissed Olayinka Oyebola & Co. and engaged Lao Professionals as the new independent registered public accounting firm. |
| 2025-06-30 | Terminated Share Exchange Agreement with Singta Industries Inc. |
| 2025-06-30 | Completed the acquisition of all membership interests of Supa Food Services LLC. |
| 2025-08-27 | Number of outstanding common stock shares was 39,935,500. |
| 2025-08-29 | Date of filing of the Annual Report on Form 10-K. |
| 2025-09-30 | Expected date to announce Supa Food Services LLC acquisition in a Current Report on Form 8-K. |
Recommendation
strong sellDespite a strategic pivot to the potentially high-growth food technology sector and a $5 million asset sale, Tribal Rides International Corp. presents an extremely high-risk investment. The company has no operational revenue, significant accumulated and working capital deficits, and zero cash on hand. Auditors have issued a going concern warning, indicating substantial doubt about its ability to continue operations. Furthermore, material weaknesses in internal controls and a history of auditor changes highlight significant governance and operational risks. While the acquisition of Supa Food Services LLC is a step towards the new strategy, the company's fundamental financial instability and reliance on uncertain future capital raises make it a 'strong sell' for any seasoned investor or institution, as the risk of capital loss is exceptionally high.
Keywords
Food Technology, Food Tech, Strategic Pivot, Asset Sale, Boumarang Inc., Ridesharing Technology, Autonomous Vehicles, SEC Filing, 10-K, Going Concern, Capital Raise, Corporate Governance, XNDA, Acquisition, Supa Food Services
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