Tribal Rides Pivots to Food Tech, Sells IP for $5M Amid Going Concern Warning

TL;DR

**SFCX is a speculative shell company that just sold its only assets and is now gambling on 'food tech' with no revenue and a going concern warning; avoid.**

AI Summary

Tribal Rides International Corp. (SFCX) reported a significant strategic shift in its fiscal year ended December 31, 2024, divesting its historical ridesharing and autonomous vehicle technology business. On December 31, 2024, the company sold substantially all its intellectual property, including U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, to Boumarang Inc. for 2,906,977 shares of Boumarang common stock, valued at $5,000,000. This transaction marks the company's transition to the food technology ('food tech') sector, discontinuing all development in its previous business. As of December 31, 2024, SFCX had no full-time employees and no current operating revenues, indicating it is in a development stage. The company's common stock, trading on the OTC Pink under 'XNDA', experienced a drastic price drop from a high of $0.1432 in Q1 2023 to $0.0004 in Q4 2024. The company explicitly states it must raise additional capital to continue as a going concern, highlighting a critical financial risk.

Why It Matters

This filing signals a complete overhaul for Tribal Rides International Corp., moving from a speculative ridesharing tech firm to an unproven player in the food tech sector. For investors, this means the previous business model is defunct, and future value hinges entirely on successful acquisitions and product launches in a new, competitive industry. Employees, or rather, the lack thereof (zero full-time employees as of December 31, 2024), indicates a minimal operational footprint, relying heavily on consultants. Customers of the former ridesharing platform are no longer relevant, as the IP was sold. The broader market will watch if this 'pivot' can attract new capital and establish a viable business, or if it's a last-ditch effort for a company with a market value of only $19,968 as of its most recent second fiscal quarter.

Risk Assessment

Risk Level: high — The company explicitly states, 'Although our financial statements have been prepared on a going concern basis, we must raise additional capital to continue as a going concern.' This, coupled with having 'no current operating revenues' and 'no full-time employees' as of December 31, 2024, indicates severe operational and financial instability. The market value of voting and non-voting common equity held by non-affiliates was only $19,968 as of the last business day of its most recently completed second fiscal quarter, reflecting minimal investor confidence.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the 'going concern' warning, lack of revenue, and complete business model pivot, new investors should wait for concrete evidence of successful capital raises, strategic acquisitions, and revenue generation in the food tech sector before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $5,000,000 — Value of Boumarang common stock received (Consideration for the sale of intellectual property on December 31, 2024)
• 2,906,977 — Shares of Boumarang common stock received (Consideration for the sale of intellectual property on December 31, 2024)
• $19,968 — Aggregate market value of common equity held by non-affiliates (As of the last business day of the most recently completed second fiscal quarter, indicating very low market capitalization)
• 39,935,500 — Shares of Common Stock outstanding (As of August 27, 2025)
• 0 — Full-time employees (As of December 31, 2024, indicating minimal internal operational capacity)
• 26 — Holders of common stock (As of August 27, 2025, indicating a very limited shareholder base)
• $0.0004 — Low bid price for common stock (In Q4 2024, a significant drop from $0.1432 in Q1 2023)
• 1,050,000 — Securities to be issued upon exercise of outstanding options, warrants and rights (Under equity compensation plans not approved by security holders)
• $0.72 — Weighted-average exercise price of outstanding options, warrants and rights (Under equity compensation plans not approved by security holders)
• 2,200,000 — Securities remaining available for future issuance (Under equity compensation plans not approved by security holders)

Key Players & Entities

• Tribal Rides International Corp. (company) — registrant
• Boumarang Inc. (company) — purchaser of intellectual property
• Olde Monmouth Stock Transfer Co., Inc. (company) — transfer agent
• AJB Capital Investments, LLC (company) — warrant recipient
• Grimes (person) — option recipient
• Prasad (person) — option recipient
• Ritacco (person) — option recipient
• SEC (regulator) — securities regulator
• Nevada (regulator) — state of incorporation
• Irvine, CA (regulator) — principal executive offices location

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company explicitly states it must raise additional capital to continue as a going concern. As of December 31, 2024, SFCX had no current operating revenues and no full-time employees, indicating a critical need for funding to sustain operations.
• Stock Price Volatility and Low Valuation [high — market]: The company's common stock experienced a drastic price drop from a high of $0.1432 in Q1 2023 to $0.0004 in Q4 2024. The aggregate market value of common equity held by non-affiliates was only $19,968 as of the last business day of the most recently completed second fiscal quarter, indicating a very low market capitalization.
• Minimal Operational Capacity [medium — operational]: As of December 31, 2024, SFCX had no full-time employees, signifying a lack of internal operational capacity. This lack of personnel could hinder the company's ability to execute its new strategy in the food tech sector.
• Dependence on Equity Issuances [medium — financial]: The company has 1,050,000 securities to be issued upon exercise of outstanding options, warrants, and rights, under equity compensation plans not approved by security holders. The weighted-average exercise price is $0.72, and there are 2,200,000 securities remaining available for future issuance, indicating potential future dilution and reliance on further capital raises.
• Unapproved Equity Compensation Plans [low — regulatory]: The company has outstanding options, warrants, and rights under equity compensation plans that have not been approved by security holders. This could lead to regulatory scrutiny or shareholder dissatisfaction regarding the terms and potential dilution from these issuances.

Industry Context

Tribal Rides International Corp. has undergone a radical strategic shift, divesting its ridesharing and autonomous vehicle technology business to enter the food technology ('food tech') sector. This move places it in a dynamic and rapidly evolving industry characterized by innovation in areas like alternative proteins, sustainable agriculture, and delivery logistics. The food tech landscape is competitive, with established players and numerous startups vying for market share and investment.

Regulatory Implications

The company's status as a smaller reporting company exempts it from certain disclosure requirements. However, the reliance on unapproved equity compensation plans could attract regulatory attention. Furthermore, any future capital raises or stock issuances will be subject to SEC regulations and exchange rules.

What Investors Should Do

1. Monitor Capital Raise Efforts
2. Assess Food Tech Strategy Viability
3. Understand Dilution Risk
4. Evaluate Management and Operational Capacity

Key Dates

• 2014-05-19: Company Incorporation — Marks the initial establishment of the entity, then as 'Trimax Consulting, Inc.'
• 2020-01-18: Asset Purchase Agreement with Tribal Rides, Inc. — Acquisition of assets and change of business focus towards ridesharing and autonomous vehicles.
• 2021-02-24: Name Change to Tribal Rides International Corp. — Reflects the new business direction adopted after the asset acquisition.
• 2023-01-01: Stock Price High — Represents the peak trading price of $0.1432 for the common stock before a significant decline.
• 2024-12-31: Sale of Intellectual Property to Boumarang Inc. — Divestiture of the ridesharing/autonomous vehicle business and transition to the food tech sector.
• 2024-12-31: End of Fiscal Year — Reporting period end, at which point the company had no full-time employees and no current operating revenues.

Glossary

Smaller Reporting Company

A company that meets certain criteria for revenue, public float, and other metrics, allowing it to file simplified reports with the SEC. (SFCX qualifies as a smaller reporting company, meaning it is not required to provide certain detailed financial information typically found in a full 10-K.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. (The company explicitly states it must raise additional capital to continue as a going concern, highlighting significant financial distress.)

Discontinued Operations

A component of a business that has been sold, abandoned, or is classified as held for sale, and whose operations and cash flows can be clearly distinguished from the rest of the company. (The sale of intellectual property is classified as discontinued operations, marking a strategic pivot away from the previous business model.)

Intellectual Property

Creations of the mind, such as inventions, literary and artistic works, designs, and symbols, names, and images used in commerce. (The company sold substantially all its intellectual property, including patents, as part of its strategic shift.)

OTC Pink

A quotation service for over-the-counter (OTC) securities, often for smaller companies that do not meet the listing requirements of major exchanges. (SFCX's common stock trades on the OTC Pink under the ticker 'XNDA', indicating its status as a micro-cap or thinly traded security.)

Year-Over-Year Comparison

The most significant change from the previous filing is the complete divestiture of the ridesharing and autonomous vehicle technology business. This strategic pivot is marked by the sale of intellectual property for $5,000,000 in Boumarang stock on December 31, 2024, and a transition into the food technology sector. Consequently, the company now reports no current operating revenues and zero full-time employees, indicating a fundamental shift from its prior operational status and a critical need for new capital to establish its presence in the new industry.

Key Financial Figures

• $0.00001 — (g) of the Act: Common Stock, Par Value $0.00001 Indicate by check mark if the registr
• $5,000,000 — es of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K fil
• $0.01 — Company's Common Stock, exercisable at $0.01 per share, with 100,000 options awarded
• $1.00 — Company's Common Stock, exercisable at $1.00 per share to AJB Capital Investments, L

Filing Documents

• tribal_i10k-123124.htm (10-K) — 742KB
• tribal_ex1901.htm (EX-19.1) — 21KB
• tribal_ex3101.htm (EX-31.1) — 11KB
• tribal_ex3102.htm (EX-31.2) — 11KB
• tribal_ex3201.htm (EX-32.1) — 3KB
• tribal_ex3202.htm (EX-32.2) — 3KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001683168-25-006576.txt ( ) — 4431KB
• xnda-20241231.xsd (EX-101.SCH) — 38KB
• xnda-20241231_cal.xml (EX-101.CAL) — 42KB
• xnda-20241231_def.xml (EX-101.DEF) — 136KB
• xnda-20241231_lab.xml (EX-101.LAB) — 336KB
• xnda-20241231_pre.xml (EX-101.PRE) — 278KB
• tribal_i10k-123124_htm.xml (XML) — 498KB

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 7 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 7 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 12 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 12 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 12 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES. 12 ITEM 9B. OTHER INFORMATION. 13 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 13 PART III 14 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 14 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION. 16 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS. 17 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 18 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 18 PART IV 20 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 20 ITEM 16. FORM 10-K SUMMARY. 20

SIGNATURES

SIGNATURES 21 INDEX TO FINANCIAL STATEMENTS F-1 i

Forward-Looking Statements

Forward-Looking Statements The statements contained in this report that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. Forward-looking statements include information concerning possible or assumed future operations, business strategies, the need for financing, competitive position, potential growth opportunities, the ability to retain and recruit personnel, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believes," "intends," "may," "should," "anticipates," "expects," "could," "plans," or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements may include, but are not limited to, the following: the impact of conflict between the Russian Federation and Ukraine on our operations; geo-political events, such as the crisis in Ukraine, government responses to such events, and the related impact on the economy both nationally and internationally; general market and economic conditions; our ability to acquire customers; our ability to raise sufficient capital our ability to meet the volume and service requirements of our customers; industry consolidation, including acquisitions by us or our competitors; success in developing new products; timing of

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA The Company is a "smaller reporting company" as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item. ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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. 7 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." 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 Tr

View Full Filing

View this 10-K filing on SEC EDGAR