Tribal Rides Pivots to Food Tech, Posts Q1 Profit on Asset Sale

TL;DR

**SFCX is a speculative bet on a complete business pivot, with a one-time profit masking zero revenue and ongoing going concern risks.**

AI Summary

Tribal Rides International Corp. (SFCX) reported a significant strategic shift and financial turnaround for the three months ended March 31, 2025. The company divested its historical transportation technology business, including patents and software, to Boumarang Inc. for 2,906,977 shares of Boumarang common stock, valued at $5,000,000, on December 31, 2024. This divestiture marked the first step in SFCX's transition to the food technology sector. Financially, SFCX swung from a net loss of $41,831 in Q1 2024 to a net income of $139,664 in Q1 2025, primarily driven by a $174,350 gain on write-offs. General and administrative expenses decreased substantially from $38,900 in Q1 2024 to $18,605 in Q1 2025. However, interest expense increased from $2,931 to $16,081 over the same period. The company reported no cash on hand as of March 31, 2025, and December 31, 2024, and has an accumulated deficit of $2,659,490, raising going concern considerations despite the recent net income.

Why It Matters

This filing signals a complete overhaul for Tribal Rides International Corp., moving from a struggling ridesharing tech company to an unproven player in the food tech sector. For investors, the $5,000,000 investment in drone delivery and the recent net income are positive, but the lack of revenue and ongoing 'going concern' warning are critical red flags. Employees from the previous transportation tech business are likely impacted by the divestiture, while new hires will be needed for the food tech pivot. Customers of the former ridesharing platform will see services discontinued. The broader market will watch if SFCX can successfully execute this pivot in a competitive food tech landscape, especially given its history of losses and zero cash balance.

Risk Assessment

Risk Level: high — The company explicitly states it 'currently have no revenues' and has an 'accumulated deficit of $2,659,490 as of March 31, 2025,' leading to a 'going concern' warning. While Q1 2025 showed a net income of $139,664, this was primarily due to a non-recurring $174,350 gain on write-offs, not sustainable operational revenue. The company also reported $0 cash on hand as of March 31, 2025.

Analyst Insight

Investors should approach SFCX with extreme caution, recognizing it as a highly speculative venture. Monitor for concrete developments in the food technology sector, including revenue generation and successful capital raises, before considering any investment. The current financial state suggests significant operational and funding challenges ahead.

Financial Highlights

debt To Equity

0.15

revenue

$0

operating Margin

N/A

total Assets

$5,000,000

total Debt

$654,337

net Income

$139,664

eps

$0.00

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $139,664 — Net Income (Swung from a $41,831 net loss in Q1 2024 to net income in Q1 2025, primarily due to a gain on write-offs.)
• $5,000,000 — Investment in Drone Delivery (Represents the value of Boumarang common stock received from the sale of intellectual property, now classified as an investment.)
• $0 — Cash (No cash on hand as of March 31, 2025, and December 31, 2024, indicating liquidity challenges.)
• $2,659,490 — Accumulated Deficit (Despite Q1 2025 net income, the company still carries a significant accumulated deficit, highlighting past losses.)
• $174,350 — Gain on Write-offs (Primary driver of the Q1 2025 net income, indicating a non-recurring event rather than operational profitability.)
• $18,605 — General and Administrative Expenses (Decreased significantly from $38,900 in Q1 2024, reflecting cost reductions post-divestiture.)
• 39,935,500 — Shares Outstanding (Consistent number of common shares outstanding as of March 31, 2025, and December 31, 2024.)
• $16,081 — Interest Expense (Increased from $2,931 in Q1 2024, indicating higher borrowing costs or debt levels.)

Key Players & Entities

• Tribal Rides International Corp. (company) — registrant
• Boumarang Inc. (company) — acquirer of intellectual property
• Joseph Grimes (person) — former Chief Executive Officer
• Spark Capital Investments, LLC (company) — purchaser of 20,000,000 shares
• Adam Clode (person) — new Chief Executive Officer
• Candice Beaumont (person) — new Board member
• John McMullen (person) — new Board member
• $5,000,000 (dollar_amount) — value of Boumarang common stock received
• $139,664 (dollar_amount) — net income for Q1 2025
• $2,659,490 (dollar_amount) — accumulated deficit as of March 31, 2025

FAQ

Risk Factors

• Going Concern and Liquidity [high — financial]: The company has no cash on hand as of March 31, 2025, and December 31, 2024. Despite a net income of $139,664 in Q1 2025, the company has an accumulated deficit of $2,659,490. This lack of liquidity and significant historical losses raise substantial doubt about the company's ability to continue as a going concern.
• Dependence on Investment Value [high — financial]: The company's entire asset base of $5,000,000 consists of an investment in Boumarang common stock. The value of this investment is subject to market fluctuations and the performance of Boumarang Inc., creating significant valuation risk.
• Increased Interest Expense [medium — financial]: Interest expense has risen significantly from $2,931 in Q1 2024 to $16,081 in Q1 2025. This increase, coupled with no cash on hand, suggests a growing reliance on debt or financing arrangements that are becoming more costly.
• Strategic Shift Execution [medium — operational]: The company has divested its historical transportation technology business to focus on food technology. The success of this transition is unproven and dependent on the company's ability to establish a new business model and generate revenue in a new sector.

Industry Context

Tribal Rides International Corp. is undergoing a significant strategic pivot from transportation technology to the food technology sector. This transition places it in a dynamic and competitive industry characterized by innovation in areas like alternative proteins, sustainable sourcing, and delivery logistics. The success of such a pivot depends heavily on identifying market gaps, developing viable products or services, and securing necessary funding in a sector that is attracting substantial investment.

Regulatory Implications

The company's transition to food technology may expose it to new regulatory landscapes, including food safety standards, labeling requirements, and environmental regulations specific to food production and distribution. Compliance with these evolving regulations will be crucial for market entry and sustained operations.

What Investors Should Do

1. Monitor Boumarang Inc.'s performance closely.
2. Scrutinize the food technology strategy and execution.
3. Assess the company's ability to secure future funding.
4. Evaluate the impact of increased interest expenses.

Key Dates

• 2024-12-31: Divestiture of transportation technology business to Boumarang Inc. — Marks the first step in the company's strategic transition to the food technology sector and resulted in a $5,000,000 investment.
• 2025-01-06: Filing of Form 8-K detailing the Boumarang asset sale. — Provides further details to investors regarding the significant strategic divestiture and the resulting investment.
• 2025-02-03: Joseph Grimes sold 20,000,000 shares and resigned as CEO. — Indicates a significant change in company leadership and potentially a shift in ownership structure.
• 2025-02-06: Resignations of Grimes, Prasad, and Ritacco from the Board of Directors. — Further signifies a major overhaul of the company's board and executive team.
• 2025-03-31: End of Q1 2025 reporting period. — Financial results show a net income of $139,664, driven by a gain on write-offs, but zero cash on hand.

Glossary

Accumulated Deficit

The total net losses a company has incurred since its inception, minus any net income. It represents a negative balance in retained earnings. (Despite a net income in Q1 2025, the company still has a substantial accumulated deficit of $2,659,490, indicating a history of unprofitability.)

Gain on Write-offs

A financial gain recognized when assets are removed from the balance sheet, often due to being obsolete, impaired, or sold for more than their book value. In this case, it appears related to the divestiture. (This $174,350 gain was the primary driver of the company's net income in Q1 2025, highlighting that the profitability is not from ongoing operations.)

Investment in Drone Delivery

An asset representing ownership or stake in another company, in this case, Boumarang Inc., which is related to drone delivery technology. (This $5,000,000 investment is the company's sole asset after divesting its historical business, making its performance critical.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The company's lack of cash and significant accumulated deficit raise serious questions about its ability to continue as a going concern.)

Year-Over-Year Comparison

Compared to Q1 2024, Tribal Rides International Corp. has achieved a net income of $139,664, a significant swing from a net loss of $41,831. This turnaround is primarily attributed to a $174,350 gain on write-offs from a divestiture, not operational improvements. General and administrative expenses have been cut by over 50% to $18,605, but interest expense has more than quintupled to $16,081. The company's balance sheet remains precarious, with zero cash on hand and its entire $5,000,000 asset base consisting of an investment in Boumarang stock.

Key Financial Figures

• $3,500 — is to receive monthly cash payments of $3,500. Mr. Smith resigned as the CFO of the C

Filing Documents

• tribal_i10q-033125.htm (10-Q) — 509KB
• tribal_ex3101.htm (EX-31.1) — 11KB
• tribal_ex3102.htm (EX-31.2) — 11KB
• tribal_ex3201.htm (EX-32.1) — 4KB
• tribal_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-006853.txt ( ) — 3723KB
• xnda-20250331.xsd (EX-101.SCH) — 35KB
• xnda-20250331_cal.xml (EX-101.CAL) — 36KB
• xnda-20250331_def.xml (EX-101.DEF) — 139KB
• xnda-20250331_lab.xml (EX-101.LAB) — 279KB
• xnda-20250331_pre.xml (EX-101.PRE) — 245KB
• tribal_i10q-033125_htm.xml (XML) — 437KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION 3

Financial Statements

Item 1. Financial Statements 3

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 27

Controls and Procedures

Item 4. Controls and Procedures 27

– OTHER INFORMATION

PART II – OTHER INFORMATION 28

Unregistered sales of equity securities and use of proceeds

Item 2. Unregistered sales of equity securities and use of proceeds 28

Other Information

Item 5. Other Information 28

Exhibits

Item 6. Exhibits 28

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

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 3 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 4 TRIBAL RIDES INTERNATIONAL CORP. (Unaudited

NOTES TO FINANCIAL STATEMENTS

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 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

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