Tribal Rides Pivots to Food Tech, Reports $22K Net Loss Amid Zero Revenue

TL;DR

**SFCX is a speculative bet on a complete business pivot to vending machines with zero revenue and a going concern warning; avoid until a clear path to profitability emerges.**

AI Summary

Tribal Rides International Corp. (SFCX) reported a net loss of $22,955 for the six months ended June 30, 2025, a significant improvement from the $41,831 net loss in the same period of 2024. The company's total assets increased to $5,136,073 as of June 30, 2025, up from $5,000,000 at December 31, 2024, primarily due to the acquisition of 1,157 commercial ice/water vending machines valued at $40,809 and the capitalization of $84,191 in intangible assets. Revenue remains at $0, and the company incurred $169,432 in general and administrative expenses for the six months ended June 30, 2025. A major strategic shift occurred with the sale of its transportation technology IP to Boumarang Inc. for $5,000,000 in Boumarang common stock on December 31, 2024, and the subsequent acquisition of SUPA Food Services LLC's vending machine business for $125,000 in SFCX common stock on June 30, 2025. The company faces a going concern risk with an accumulated deficit of $2,822,109 as of June 30, 2025, and no current revenues.

Why It Matters

This filing reveals a complete strategic overhaul for Tribal Rides International Corp., shifting from a transportation technology developer to a food technology company focused on vending machines. For investors, this represents a high-risk, high-reward scenario, as the company is essentially a startup in a new sector with no current revenue and a significant accumulated deficit. Employees and customers of the former transportation tech business are directly impacted by the divestiture, while new opportunities arise in the food tech space. The competitive landscape for vending machines is mature, and SFCX will need to demonstrate a clear path to profitability to compete with established players, making its ability to raise capital and execute its new strategy critical for market perception.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' risk due to having no revenues and an accumulated deficit of $2,822,109 as of June 30, 2025. Its ability to continue operations is 'dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire,' with 'no assurances' of success.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Await further filings demonstrating successful integration of the SUPA Food Services acquisition, a clear revenue generation strategy, and a reduction in the accumulated deficit before considering any position.

Financial Highlights

debt To Equity

0.19

revenue

$0

operating Margin

N/A

total Assets

$5,136,073

total Debt

$828,029

net Income

$ -22,955

eps

N/A

gross Margin

N/A

cash Position

$2,973

revenue Growth

N/A

Key Numbers

• $22,955 — Net loss for six months ended June 30, 2025 (Improved from $41,831 loss in prior year period)
• $5,136,073 — Total Assets as of June 30, 2025 (Increased from $5,000,000 at December 31, 2024)
• $2,822,109 — Accumulated Deficit as of June 30, 2025 (Indicates significant historical losses and going concern risk)
• $5,000,000 — Value of Boumarang common stock received (Consideration for sale of intellectual property)
• 250,000,000 — Shares issued for SUPA Food Services LLC acquisition (Represents a significant dilution for existing shareholders)
• $125,000 — Aggregate consideration for SUPA Food Services LLC acquisition (Fair value of common stock issued for acquisition)
• 1,157 — Commercial ice/water vending machines acquired (Core assets of the new food tech business)
• $40,809 — Value of acquired vending machines (Capitalized as property, plant, and equipment)
• $169,432 — General and administrative expense for six months ended June 30, 2025 (Operating expenses without revenue generation)
• 290,235,500 — Common shares outstanding on September 18, 2025 (Significantly increased from 39,935,500 at December 31, 2024)

Key Players & Entities

• Tribal Rides International Corp. (company) — registrant
• Boumarang Inc. (company) — acquirer of IP assets
• SUPA Food Services LLC (company) — acquired entity
• Joseph Grimes (person) — former Chief Executive Officer
• Spark Capital Investments, LLC (company) — purchaser of common stock
• Adam Clode (person) — current Chief Executive Officer
• Candice Beaumont (person) — Board member
• John McMullen (person) — Board member
• Olayinka Oyebola & Co. (company) — former independent registered public accounting firm
• Lao Professionals (company) — new independent registered public accounting firm

FAQ

Risk Factors

• Going Concern Risk Due to Accumulated Deficit [high — financial]: The company has an accumulated deficit of $2,822,109 as of June 30, 2025, indicating significant historical losses. Coupled with zero revenue generation, this poses a substantial risk to the company's ability to continue as a going concern.
• Lack of Revenue Generation [high — financial]: Tribal Rides International Corp. reported $0 in revenue for the six months ended June 30, 2025, and the prior year period. This complete absence of revenue, despite incurring significant general and administrative expenses of $169,432, highlights a critical business model challenge.
• High General and Administrative Expenses [medium — financial]: The company incurred $169,432 in general and administrative expenses for the six months ended June 30, 2025, while generating no revenue. This represents a significant outflow of cash without any corresponding income, exacerbating the going concern risk.
• Dilution from Stock Issuance [medium — financial]: The issuance of 250,000,000 shares of SFCX common stock for the acquisition of SUPA Food Services LLC's vending machine business, in addition to the 290,235,500 common shares outstanding as of September 18, 2025, represents substantial dilution for existing shareholders.
• Dependence on New Business Segment [medium — operational]: The company has divested its historical transportation technology business and is now focused on the food tech sector, primarily through the acquisition of a vending machine business. Success is heavily dependent on the performance of this new, unproven segment.

Industry Context

Tribal Rides International Corp. is transitioning into the food technology sector, specifically focusing on vending machine operations. This sector is characterized by established players and requires efficient logistics, inventory management, and consumer engagement to succeed. The company's strategy involves acquiring and operating commercial ice/water vending machines.

Regulatory Implications

As a publicly traded company, Tribal Rides International Corp. must comply with SEC reporting requirements, including timely filing of 10-Q and 8-K forms. The company's financial condition, particularly the going concern risk, will be subject to scrutiny by regulators and auditors.

What Investors Should Do

1. Monitor revenue generation closely.
2. Assess the operational efficiency of the vending machine business.
3. Evaluate future share issuances and their impact on dilution.
4. Review management's strategy for addressing the going concern risk.

Key Dates

• 2024-12-31: Sale of transportation technology IP to Boumarang Inc. — Marked the divestiture of the company's historical business and the strategic pivot towards the food tech sector.
• 2025-01-06: Form 8-K filed detailing Boumarang transaction — Provided official disclosure of the IP sale and the receipt of $5,000,000 in Boumarang common stock.
• 2025-02-03: Joseph Grimes sold shares and resigned as CEO — Significant change in leadership and ownership structure.
• 2025-02-06: Resignations of Grimes, Prasad, and Ritacco from Board — Further leadership changes following the CEO's resignation.
• 2025-06-30: Acquisition of SUPA Food Services LLC's vending machine business — Acquisition of core assets for the new food tech business, funded by SFCX common stock.

Glossary

Accumulated Deficit

The total cumulative net losses of a company that have not been offset by net income. It represents a negative balance in retained earnings. (Indicates the company's history of losses and contributes to the going concern risk.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. If there are substantial doubts about this, it must be disclosed. (The company's financial situation raises significant doubts about its ability to continue operating.)

Intangible Assets

Non-physical assets that have value, such as patents, copyrights, trademarks, and goodwill. These can be capitalized on the balance sheet. (The company capitalized $84,191 in intangible assets related to its new business.)

Common Stock to be Issued

Represents shares of common stock that have been committed to be issued but have not yet been formally transferred to the recipient. (Indicates future share issuances, which can impact ownership structure and dilution.)

Dilution

The reduction in the ownership percentage of a shareholder when a company issues new shares. (The significant increase in outstanding shares due to acquisitions points to substantial dilution for existing shareholders.)

Year-Over-Year Comparison

Compared to the prior year period, Tribal Rides International Corp. has significantly reduced its net loss from $41,831 to $22,955 for the six months ended June 30, 2025. However, this improvement comes alongside a complete lack of revenue generation, which remains at $0. Total assets have increased to $5,136,073, largely due to the acquisition of vending machines and capitalization of intangible assets, while the accumulated deficit has grown to $2,822,109, underscoring persistent financial challenges.

Key Financial Figures

• $0.0005 — hares issued for acquisition, valued at $0.0005 per share 250,000,000 2,500 – – 12

Filing Documents

• tribalrides_i10q63025.htm (10-Q) — 525KB
• tribalrides_ex1001.htm (EX-10.1) — 111KB
• tribalrides_ex3101.htm (EX-31.1) — 10KB
• tribalrides_ex3102.htm (EX-31.2) — 10KB
• tribalrides_ex3201.htm (EX-32.1) — 4KB
• tribalrides_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-007105.txt ( ) — 3583KB
• xnda-20250630.xsd (EX-101.SCH) — 32KB
• xnda-20250630_cal.xml (EX-101.CAL) — 37KB
• xnda-20250630_def.xml (EX-101.DEF) — 112KB
• xnda-20250630_lab.xml (EX-101.LAB) — 268KB
• xnda-20250630_pre.xml (EX-101.PRE) — 223KB
• tribalrides_i10q63025_htm.xml (XML) — 380KB

– 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 25

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 30

Controls and Procedures

Item 4. Controls and Procedures 30

– OTHER INFORMATION

PART II – OTHER INFORMATION 31

Unregistered sales of equity securities and use of proceeds

Item 2. Unregistered sales of equity securities and use of proceeds 31

Other Information

Item 5. Other Information 31

Exhibits

Item 6. Exhibits 31

– 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 June 30, 2025 (unaudited) and December 31, 2024 4 Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2025 and 2024 5 Consolidated Statements of Stockholders' Deficit (unaudited) for the three and six months ended June 30, 2025 and 2024 6 Consolidated Statements of Cash Flows (unaudited) for the three months ended June 30, 2025 and 2024 7 Notes to the Unaudited Consolidated Financial Statements 8 3 TRIBAL RIDES INTERNATIONAL CORP. BALANCE SHEETS June 30, 2025 (Unaudited) December 31, 2024 (Audited) ASSETS Current assets: Cash $ 2,973 $ – Prepaid 8,100 $ – Total current assets 11,073 – Software and equipment, net 40,809 – Intangible assets 84,191 – Investment in drone delivery 5,000,000 5,000,000 Total noncurrent assets 5,125,000 5,000,000 Total Assets $ 5,136,073 $ 5,000,000 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 122,735 $ 66,430 Notes payable 368,225 368,225 Accrued interests 176,869 148,996 Due to related party 160,200 213,350 Total current liabilities 828,029 797,001 Total Liabilities 828,029 797,001 Commitments and contingencies – – Stockholders' equity: Common stock, $ 0.00001 par value, 500,000,000 shares authorized; 290,235,500 and 39,935,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 2,902 399 Common stock to be issued, 3,066,667 , and 2,766,667 shares as of June 30, 2025 and December 31, 2024, respectively 27 27 Additional paid-in capital 7,127,224 7,001,727 Accumulated deficit ( 2,822,109 ) ( 2,799,154 ) Total Stockholders' Equity 4,308,044 4,202,999 Total Liabilities and Stockholders' Equity $ 5,136,073 $ 5,000,000 See ac

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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