TRIBAL RIDES INTERNATIONAL CORP. 10-K

 true 2023 FY Address comments from previous CPA 0001624985 0 0 0 0 0 0 0

 2023-06-30

 2025-07-28

 2023-10-01

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: SoftwareDevelopmentMember

 us-gaap: SoftwareDevelopmentMember

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 XNDA:JoeGrimesMember

 XNDA:JoeGrimesMember

 XNDA:SanjayPrasadMember

 XNDA:SanjayPrasadMember

 XNDA:DonSmithMember

 XNDA:DonSmithMember

 XNDA:KeptPrivateComMember

 XNDA:KeptPrivateComMember

 XNDA:SanjayPrasadMember

 XNDA:SanjayPrasadMember

 XNDA:MrSmithMember

 XNDA:MrSmithMember

 XNDA:KeptPrivateComMember

 XNDA:KeptPrivateComMember

 2021-11-10

 2021-11-09
 2021-11-10

 us-gaap: RestrictedStockUnitsRSUMember

 2021-11-09
 2021-11-10

 XNDA:WarrantsMember

 2021-11-09
 2021-11-10

 2022-05-21
 2022-05-22

 XNDA:CommitmentSharesMember

 2022-05-21
 2022-05-22

 us-gaap: RestrictedStockUnitsRSUMember

 2022-05-21
 2022-05-22

 us-gaap: RestrictedStockUnitsRSUMember

 2022-05-22

 XNDA:CommitmentSharesMember

 XNDA:CommitmentSharesMember

 2021-06-10

 2021-06-09
 2021-06-10

 2022-10-28
 2022-11-01

 2022-11-01

 us-gaap: NonrelatedPartyMember

 2022-08-02

 us-gaap: NonrelatedPartyMember

 2022-07-28
 2022-08-02

 us-gaap: NonrelatedPartyMember

 XNDA:DonSmithMember

 2022-11-10
 2022-11-11

 XNDA:SteveRitaccoMember

 2022-11-10
 2022-11-11

 XNDA:DonSmithMember

 XNDA:SteveRitaccoMember

 2022-11-21
 2022-11-22

 2023-02-01
 2023-02-28

 2022-04-20
 2022-04-21

 XNDA:OfficersAndDirectorsMember

 2020-06-19
 2020-06-20

 us-gaap: StockOptionMember

 2020-01-01

 2019-12-31

 2020-01-01

 XNDA:WarrantsMember

 XNDA:SRAXAgreementMember

 2021-06-02

 XNDA:SRAXAgreementMember

 2021-03-21

 XNDA:SRAXAgreementMember

 XNDA:SRAXAgreementMember

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________ to __________

 Commission File Number: 000-56366

 (Exact name of Registrant as specified in its charter)

 Nevada

 37-1758469

 (State or other jurisdiction of incorporation

or organization)

 (I.R.S. Employer Identification No.)

 26060 Acero, Mission Viejo, CA

 92691

 (Address of principal executive offices)

 (Zip Code)

 Issuer's telephone number, including area
code: ( 949) 434-7259

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered pursuant to Section 12(g)
of the Act: Common Stock, Par Value $0.00001

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. (1) Yes No (2) Yes No

has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of the last business day of its most recently completed second fiscal quarter
based upon the price at which the common equity was last sold was $ 6,637,800.

 As of July 28, 2025, there were 39,935,500
shares of the registrant's Common Stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 ITEM 1.

 BUSINESS.

 ITEM 1A.

 RISK FACTORS.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS.

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES.

 ITEM 3.

 LEGAL PROCEEDINGS.

 ITEM 4.

 MINE SAFETY DISCLOSURES.

 ITEM 5.

 MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 ITEM 6.

 [RESERVED.]

 ITEM 7.

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

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 ITEM 9A.

 CONTROLS AND PROCEDURES.

 ITEM 9B.

 OTHER INFORMATION.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 ITEM 10.

 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 ITEM 11.

 EXECUTIVE COMPENSATION.

 ITEM 12.

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

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 ITEM 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 ITEM 16.

 FORM 10-K SUMMARY.

 SIGNATURES

 INDEX TO FINANCIAL STATEMENTS

 i

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (the "Amendment")
to the Annual Report on Form 10-K of Tribal Rides International Corp. (the "Company") for the fiscal year ended December
31, 2023 (the "Original Filing"), as filed with the Securities and Exchange Commission ("SEC") on October 2,
2024, is being filed to address certain revisions and corrections of errors.

 This Amendment does not reflect events occurring
after the Original Filing and does not modify or update any other disclosures except as specifically noted above. Accordingly, this Amendment
should be read together with the Original Filing and the Company's subsequent filings with the SEC.

 Pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, this Amendment includes currently dated certifications from the Company's Chief Executive Officer and Chief Financial
Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

 ii

 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
statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature
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 unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors, and other stakeholders;

 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 our new product introductions;

 new product introductions by competitors;

 the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;

 product pricing, including the impact of currency exchange rates;

 effectiveness of sales and marketing resources and strategies;

 adequate manufacturing capacity and supply of components and materials;

 strategic relationships with suppliers;

 product quality and performance;

 protection of our products and brands by effective use of intellectual property laws;

 the financial strength of our competitors;

 the outcome of any future litigation or commercial dispute;

 barriers to entry imposed by competitors with significant market power in new markets; and

 government actions throughout the world.

 Although the forward-looking statements in this
Annual Report on Form 10-K (the " Annual Report ") are based on our beliefs, assumptions, and expectations, taking into
account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements, or outcomes.
No assurance can be made by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations
from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to update this Annual Report
or otherwise make public statements updating our forward-looking statements.

 Introductory Comment

 Unless otherwise indicated, any reference to "the
Company", "our company", "we", "us", or "our" refers to Tribal Rides International
Corp., a Nevada corporation.

 iii

 ITEM 1.

 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 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 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."

 After the asset purchase, we are now engaged in
a business that is in the research and development stage of disrupting current ridesharing paradigms. We are a transportation technology
company creating the future of personal mobility with a unique, patented focus on autonomous vehicles. We believe that the mobility ecosystem
and marketplace we are creating, based upon our innovative patent and patent-pending technologies, will enable us to address current ridesharing
demands and those of the rapidly emerging autonomous vehicle personal mobility market. We are focused on having a significant impact in
the emerging self-driving car marketplace. 1

 Our Principal Products or Services and Markets

 We have and plan to improve a cloud-based
Systems as a Service (" SaaS ") interface for a comprehensive social network and mobile app. Our planned E-commerce
module will enable users to create and manage their own highly personalized transportation experience, form and/or join groups, collaborate
on cost-saving strategies, find, schedule, and obtain transportation services from within the groups to which they belong, and easily
and securely conduct financial transactions.

 Further development of our SaaS interface
and mobile app, along with the necessary marketing and distribution, will require additional capital, which we are currently raising.

 We believe that the approximately ten to fourteen
million shared-ride drivers in the United States are possible customers for our SaaS services and software, and they, too, may be able
to move forward with the autonomous vehicles and their expanded scope of services.

 Autonomous Driving Vehicle Global Market:

 Autonomous vehicles are slowly gaining market
share. While there were approximately 31 million vehicles with at least some level of automation in operation worldwide in 2019, that
number is expected to surpass 54 million by 2024. Correspondingly, the global autonomous car market is also projected to grow. Although
the market shrank by around 3% in 2020 due to the economic slowdown caused by the COVID-19 pandemic, it is forecast that between 2020
and 2024, the market will grow by almost 60%. 2

 Some estimates suggest that the autonomous
vehicle industry is expected to generate global revenue of $173 billion over the next three years, and autonomous ridesharing is widely
regarded as the next significant step for the industry. The development of autonomous vehicles is expected to generate a global
revenue of $173 billion by 2024, with the ridesharing market playing a primary role in the development and marketing of this
technology. 3 The industry is forecasted to be $2.195 billion in 2030.

 ___________________________

 1

 2

 3

 Shared-Ride and Taxi Market (UBER/Lyft/Didi, etc.) (Domestic)

 $117 billion forecasted for 2021.

 $220 billion forecasted by 2025; CAGR of 20.2%.

 Smartphone penetration in the market is key to the success of industry businesses.

 A quarter of the U.S. population uses ridesharing for transport at least once a month.

 There are great differences between drivers in different segments of the industry.

 Shared-Ride and Taxi Market (UBER/Lyft/Didi, etc.) (International)

 The global rideshare market is projected to grow at a CAGR of 16.6%
during the forecast period, from an estimated $85.8 billion in 2021 to $185.1 billion by 2026. Ridesharing services were the most preferred
option before the pandemic, as they offered a convenient and cost-effective means of personal mobility through a transportation network system.

 The autonomous vehicle market is projected to be approximately 15+ times that of the Shared-Ride and Taxi Market by 2030. 45

 Environmental, Social, and Governance

 The world's cities are expanding, resulting
in a suburban daily automobile commute that is unscalable and overcrowding infrastructure. The average commuter spends nearly as much
annually on vehicles, maintenance, and fuel as they do on housing. We believe that this is proving to be unsustainable both fiscally and
environmentally.

 While electric vehicles reduce some of the environmental
burden, they do not improve our clogged roadways nor greatly reduce the cost burden of vehicle ownership. We believe that the emergence
of self-driving cars, enhanced by our Mobility as a Service ("MAAS") platform, will bring about another wave of societal
and environmental transformation. This will make carpooling safer, more optimized, and more convenient, resulting in fewer vehicles
on the road and a corresponding reduction in congestion and damaging emissions. Furthering this benefit, we believe that our patented
"Anticipatory Deployment" algorithms will help anticipate demand and may deploy cars in a more optimized and efficient manner
than current methods.

 We also believe that creating, developing, and
rewarding a cooperative community of users, developers, and vendors through ownership stock grants will inspire loyalty to our platform,
create a priority of use and commitment, and provide for financial advancement while reducing the costs of vehicle use and ownership.

 Distribution

 We plan to develop further our cloud-based SaaS
shared-ride application and interface for a comprehensive social network and mobile app, catering to both Drivers and Riders.

 We are currently reviewing and revising our plans
for the Driver and Rider applications.

 ___________________________

 4

 5

 Marketing

 We are currently reviewing and revising our sales
and marketing plans for 2024.

 Status of Our Publicly Announced Products
or Services

 Our SaaS interface is under review.

 Competition

 Although we believe that our disruptive technology
and ecosystem have many unique capabilities, we will be competing with the current shared-ride provider community, both domestically and
internationally, including Uber, Lyft, Wingz, Gett, Getaround, BlaBlaCar, RelayRides, Ridejoy, and Justsharelt.

 Intellectual Property

 We have patented and patent-pending technologies
with a focus on artificial intelligence ("AI"), machine learning with optimization, and Smart Deployment algorithms. It involves
anticipating passenger demand and dispatching cars in advance to minimize wait times, maximize vehicle utilization, and reduce costs.
It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and "specific"
community engagement. Our technology may also be subject to protection by other intellectual property laws, including copyright and trade
secrets.

 We currently own the following patents and pending
applications:

 U.S. Patent 9,984,574 issued May 29, 2018, claims priority to
a provisional application filed on Jan. 21, 2014.

 U.S. Patent 11,217,101 issued January 4, 2022, claims priority
to a provisional application filed on January 21, 2014.

 Government Regulation and Effects on Our
Business

 Once we have developed
our products and services, we plan on operating in a particularly complex legal and regulatory environment. Our business will be subject
to a variety of U.S. federal, state, local and foreign laws, rules, and regulations, including those related to Internet activities, privacy,
cybersecurity, data protection, intellectual property, competition, consumer protection, payments, labor and employment, transportation
services, transportation network companies, licensing regulations and taxation. These laws and regulations are constantly evolving and
may be interpreted, applied, created, or amended in a manner that could harm our business.

 Employees

 As of September 2024, we had no employees. All
work is currently being accomplished by subcontractors.

 ITEM 1A.

 RISK FACTORS.

 Not applicable to "smaller reporting companies."

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C.

 CYBERSECURITY.

 None.

 ITEM 2.

 PROPERTIES.

 Our current corporate offices are located at 26060
Acero, Mission Viejo, CA 92691. We have entered into a month-to-month lease agreement for our corporate offices at no cost. Our telephone
number is (949) 434-7259.

 ITEM 3.

 LEGAL PROCEEDINGS.

 We are currently not aware of any such legal proceedings
or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition,
or operating results. From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course
of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from
time to time, which could harm our business.

 ITEM 4.

 MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5.

 MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common stock is quoted on the OTC Pink under
the symbol "XNDA." The table below presents, for the specified periods, the quarterly high and low bid prices as reported
by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

 Quarter

 High

 Low

 FISCAL YEAR ENDING DECEMBER 31, 2023

 First

 $

 0.1432

 $

 0.0500

 Second

 0.0700

 0.0432

 Third

 0.0299

 0.0299

 Fourth

 0.0200

 0.0149

 Quarter

 High

 Low

 FISCAL YEAR ENDED DECEMBER 31, 2022

 First

 $

 1.0700

 $

 0.3000

 Second

 $

 0.6000

 $

 0.6000

 Third

 $

 1.0000

 $

 0.2100

 Fourth

 $

 0.5000

 $

 0.1010

 Quarter

 High (1)

 Low (1)

 FISCAL YEAR ENDED DECEMBER 31, 2021

 First

 $

 6.1000

 $

 1.5000

 Second

 $

 4.0200

 $

 0.9900

 Third

 $

 1.5000

 $

 0.0200

 Fourth

 $

 1.5000

 $

 0.3000

 ____________________

 (1) The first trade of our Common Stock did not occur until
January 1, 2021.

 Our common stock is considered a penny stock under
the rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver
a risk disclosure document which describes risks associated with these stocks, broker-dealers' duties, customers' rights and
remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based
on financial situation, investment experience and objectives. Broker dealers must also disclose these restrictions in writing, provide
monthly account statements to customers, and obtain specific written consent from each customer. With these restrictions, the likely effect
of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, decrease the liquidity
of the stock, and increase the transaction costs of sales and purchases of these stocks compared to other securities.

 Holders

 As of the close of business on April 17, 2024,
we had approximately 26 holders of our common stock. The number of record holders was determined from our transfer agent's records and
does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered
clearing agencies. We have appointed Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Parkway, Atlantic Highlands, NJ 07716, to act
as transfer agent for the common stock.

 Dividends

 We have never declared a cash dividend on our
common stock, and our Board of Directors does not anticipate paying cash dividends in the foreseeable future. Any future determination
to pay cash dividends will be at the discretion of our Board of Directors and will depend on our financial condition, operating results,
capital requirements, restrictions contained in our agreements, and other factors that our Board of Directors deems relevant.

 Securities Authorized for Issuance under Equity Compensation
Plans

 Equity
Compensation Plan Information

 Plan category

 Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights

 Weighted-average

exercise price

of outstanding

options, warrants

and rights

 Number of

securities

remaining available

for future

issuance under

equity compensation

plans (excluding

securities reflected

in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 –

 –

 –

 Equity compensation plans not approved by security holders

 1,050,000

 (1)(2)

 $

 0.72

 2,200,000

 (3)

 Total

 1,050,000

 $

 0.72

 2,200,000

 (1)

 Effective June 20, 2020, the Company granted options to purchase an aggregate of 300,000 shares of the Company's Common Stock, exercisable at $0.01 per share, with 100,000 options awarded to each of Messrs. Grimes, Prasad, and Ritacco.

 (2)

 On November 10, 2021, the Company issued warrants to purchase up to 750,000 shares of the Company's Common Stock, exercisable at $1.00 per share to AJB Capital Investments, LLC, pursuant to the Securities Purchase Agreement dated November 10, 2021.

 (3)

 Effective June 20, 2020, the Company approved and authorized the 2020 Stock Incentive Plan (the " Plan "), which authorized 2,500,000 shares of the Company's Common Stock for future issuances under the Plan.

 2020 Stock Incentive Plan

 Effective June 20, 2020, the Board of Directors
adopted the Plan. The purposes of the Plan are (a) to enhance our ability to attract and retain the services of qualified employees, officers,
directors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development
of our business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and
skill to the advancement and betterment of our company, by providing them an opportunity to participate in the ownership of our Company
and thereby have an interest in the success and increased value of our Company.

 Our board of directors administers the Plan;
however, the board may designate a committee consisting of at least two independent directors to administer the Plan. Only employees
of our Company or an "Affiliated Company", as defined in the Plan (including members of the board of directors if they are
employees of our Company or an Affiliated Company), are eligible to receive incentive stock options under the Plan. Employees of our
Company or of an Affiliated Company, members of the board of directors (whether or not employed by our company or an Affiliated Company),
and "Service Providers", as defined in the Plan, are eligible to receive non-qualified options, restricted stock units, and
stock appreciation rights under the Plan. All awards are subject to Section 162(m) of the Internal Revenue Code.

 No option awards may be exercised more than
ten years after the date they are granted. In the event of termination of employment for cause, the options terminate on the date of
termination of employment. In the event of termination of employment for disability or death, the optionee or administrator of the optionee's
estate or transferee has six months following the date of termination to exercise options received at the time of disability or death.
In the event of termination for any reason other than cause, disability, or death, the optionee has 30 days to exercise their options.

 The Plan will remain in effect until all available
stock for grant or issuance has been acquired through the exercise of options or the grant of shares, or until ten years after its adoption,
whichever is earlier. Awards under the Plan may also be accelerated in the event of certain corporate transactions such as a merger,
consolidation, or the sale, transfer, or other disposition of all or substantially all our assets.

 There are 2,500,000 shares authorized for issuance
under the Plan.

 As of December 31, 2022, the Board had granted
options to purchase 300,000 shares of Common Stock under the Plan.

 Stock Options

 We have issued options to purchase 300,000 shares
of our common stock, as described herein.

 Recent Sales of Unregistered Securities

 On November 11, 2022, we issued 500,000 shares
each to Don Smith, our CFO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares,
which became vested on July 1, 2022, were valued at $300,000 or $0.30 per share, which was the value of our stock on the date of grant.

 On January 5, 2023, we entered into a Private
Placement Subscription Agreement ("PPM") with a third party (the "Subscriber"), under which the Subscriber agreed
to purchase 250,000 units, each consisting of one share of our common stock and a warrant to purchase one additional share. The consideration
received was $25,000. The warrants are exercisable immediately at $0.10 per share, which was the fair market value of our common stock
on the date of the agreement, and expire in three years from the date of issuance. In allocating the proceeds of the PPM between the common
stock and the warrant, we valued the warrant using the Black-Scholes option pricing model and recorded the resulting amount of $12,500
as an increase to additional paid-in capital. The shares were issued in April 2023.

 On April 13, 2023, we entered into a Private Placement
Subscription Agreement ("PPM") with a third party (the "Subscriber"), under which the Subscriber agreed to purchase
1,000,000 units, each consisting of one share of our common stock. The consideration received was $25,000. The shares have not yet been
issued.

 Shares for Services

 Bonus shares

 On April 21, 2023, our Board of Directors
authorized the issuance of 350,000 shares as bonuses, as follows: 250,000 shares to our then-CFO and 100,000 shares to a vendor. To date,
only 100,000 bonus shares have been issued to our CFO, and the remaining 250,000 bonus shares have yet to be issued.

 Employment Agreement Shares

 During the year ended December 31, 2023, we issued
500,000 shares each to the CFO and CIO (a total of 1,000,000 shares) as stock awards under the terms of their employment agreements. These
shares had been vested as of December 31, 2022, but had not been issued until 2023. Additionally, in accordance with the terms of their
employment agreements, a total of 916,667 shares became vested during the year ended December 31, 2023, to these two individuals (500,000
shares to our CIO and 416,667 shares to our CFO). The shares vested during the nine months ended September 30, 2023, were valued at $275,000,
or $0.30 per share, which was the fair market value of the shares on November 17, 2021, the date they were awarded. This amount was recorded
as a general and administrative expense during the year ended December 31, 2023

 The shares issued in
reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D under the Securities Act, based in part on the representations of the investors. No sales commissions were paid pursuant to these transactions.

 ITEM 6.

 [RESERVED.]

 ITEM 7.

 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
subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these
statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but
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.

 Basis of Presentation

 The accompanying financial statements of the Company
have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities
and Exchange Commission (" SEC ").

 Forward-Looking Statements

 Statements in this management's discussion
and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements
are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and
uncertainties. In any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation
or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation
or belief will result or be achieved or accomplished.

 Factors that may cause differences between actual
results and those contemplated by forward-looking statements include, but are not limited to the following:

 the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors, consultants, service providers, stockholders, investors, and other stakeholders;

 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 and 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 our new product introductions;

 new product introductions by competitors;

 the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution;

 product pricing, including the impact of currency exchange rates;

 effectiveness of sales and marketing resources and strategies;

 adequate manufacturing capacity and supply of components and materials;

 strategic relationships with suppliers;

 product quality and performance;

 protection of our products and brands by effective use of intellectual property laws;

 the financial strength of our competitors;

 the outcome of any future litigation or commercial dispute;

 barriers to entry imposed by competitors with significant market power in new markets; and

 government actions throughout the world.

 You should not rely on forward-looking statements
in this document. This management's discussion contains forward-looking statements that involve risks and uncertainties. We use
words such as "anticipates," "believes," "plans," "expects," "future," "intends,"
and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements,
which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking
statements.

 Critical Accounting Policies and Estimates

 The following discussions are based upon our financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

 Going Concern Considerations

 The accompanying financial statements have
been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate the
continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated
deficit of $2,693,747 as of December 31, 2023. The continuation of our Company as a going concern is dependent upon our ability to
raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no
assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital
needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

 Use of Estimates and Assumptions

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and
expenses for the reporting period. Actual results could differ from those estimates.

 Intellectual Property

 We have patented technologies with a focus
on artificial intelligence (" AI "), machine learning with optimization, and Smart Deployment algorithms. It involves
anticipating passenger demand and dispatching cars in advance to reduce wait times, increasing vehicle utilization, and decreasing costs.
It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and "specific"
community engagement.

 Patent expenses, primarily consisting of patent
filing fees, have been capitalized and are presented as an asset on our balance sheet. We amortize our patent assets over the remaining
life of the patent, which is approximately 10 years.

 Long-lived Assets

 We follow ASC 360-10-15-3, Impairment or Disposal
of Long-lived Assets, which established a "primary asset" approach to determine the cash flow estimation period for a group
of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to
be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower
of their carrying amount or fair value, less the cost to sell.

 Common Stock Issued for Services

 Our accounting policy for equity instruments issued
to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (" EITF ")
96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods
or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined
at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which
the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity
instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments,
at each reporting date. Compensation expense, once recorded, may not be reversed.

 Recently Issued Accounting Standards

 The Company has implemented all new accounting
pronouncements that are in effect and may impact its financial statements. It does not believe that any other new accounting pronouncements
have been issued that could have a material impact on its financial position and results of operations.

 Trends and Uncertainties

 Demand for our products is dependent on general
economic conditions, which are cyclical. Since a significant portion of our activities involves the receipt of revenues from our services
and products, our business operations may be adversely affected by competitors and prolonged periods of recession.

 There are no other known trends, events, or uncertainties
that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity. Sources of liquidity will come
from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends,
events, or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from
continuing operations. There are no significant elements of income or loss that do not arise from the registrant's continuing operations.
There are no other known causes for any material changes from period to period in one or more line items of our financial statements.

 Impact of COVID-19

 In 2021, the effects of the new coronavirus ("COVID-19")
and related actions to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended
December 31, 2023, was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses,
limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread
of COVID-19 within the country.

 On March 11, 2020, the World Health Organization
designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission
of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions
that prohibit many employees from going to work. Uncertainty regarding the economic effects of the pandemic has introduced significant
volatility in the financial markets.

 Results of Operations for the Year Ended
December 31, 2023, compared to the year ended December 31, 2022

 For both years ended December 31, 2023, and 2022,
we had no revenues.

 Our operating expenses
for the year ended December 31, 2023, were $185,914 compared to $1,098,690 for the year ended December 31, 2022. In 2023, the expenses
are related to normal operating practices. In 2022, we incurred an expense of $600,000 for common stock issued and issuable to our Chief
Financial Officer and Chief Information Officer in connection with the terms of their amended employment agreements. In 2022, we also
incurred an expense of $334,000 related to the investor relations agreement with SRAX, Inc., as described in Note 9 to the accompanying
financial statements. Also in 2022, we recorded a $20,000 expense paid to a firm to provide DTC eligibility services to our Company. Finally,
in 2022, our professional fees include an expense of $42,000 for our Chief Financial Officer, who was hired in November 2021. This cost
was partially offset by a reduction of $26,535 in our accounting fees.

 Our other expense
for the year ended December 31, 2022, totaled $392,823. The 2022 period included debt discount amortization of $208,287 related to the
convertible promissory note described in Note 6 to the accompanying financial statements. The 2022 period also included interest expense
of $34,931. Finally, in 2022, we recorded a net loss of $149,605 due to the extinguishment of debt, primarily resulting from a $150,000
debt extinguishment cost incurred under a debt extension agreement for our convertible promissory note. In the 2021 period, we recorded
a net gain on extinguishment of debt of $41,914 in connection with the repayment of a promissory note.

 Our net loss for the year ended December 31, 2023,
was $185,918 ($0.01 per share), compared to a net loss of $ 1,491,513 ($0.04 per share) in the previous year.

 Liquidity and Capital Resources

 We have previously raised
capital through debt financing, advances from related parties, and private placements of our common stock to meet operating needs. During
the year ended December 31, 2023, the company was financed by Related Parties. During the year ended December 31, 2022, we issued a promissory
note to a note holder and received $20,000 in proceeds. As of December 31, 2023, we have $NIL in cash, and we will need to raise additional
funds to execute our current plan of operation. If we are unable to raise sufficient funds to execute our plan of operation, we intend
to scale back our operations commensurately with the funds available to us. If we are unable to obtain adequate capital, we could be forced
to cease operations.

 We have no plant or significant equipment
to sell, and we do not intend to purchase any plant or significant equipment within the next 12 months.

 Balance Sheets

 As of December 31, 2023, we had cash of $NIL and
total assets of $1,789,157 compared with cash of $4,213 and total assets of $137,652 as of December 31, 2022. Our total liabilities increased
in the 2023 period compared to 2022 by $316,295 due to increases in accounts payable and accrued liabilities ($145,084), notes payable,
net of debt discount ($103,075), and related party advances ($49,909).

 During the year ended December 31, 2022, we issued
or became obligated to issue shares of our common stock as follows: 2,000,000 shares to our CFO and CTO in accordance with the terms of
their employment agreements, 24,000 shares in settlement of a promissory note, and 600,000 shares for the extension of the maturity date
of our convertible note payable.

 Cash Flows

 During
the year ended December 31, 2023, we utilized $4,213 in cash for our operating activities, compared to $154,504 in the comparable period
of 2022. Our net loss of $185,918 caused this use of cash in the 2023 period to some degree by the total non-cash items of shares issued
for services, shares issued in accordance with terms of employment agreements, loss on extinguishment of debt, amortization of debt discount,
and changes in accounts payable and accrued liabilities, and deferred revenue. During the 2022 period, our net loss of $1,098,690 was
offset primarily by non-cash items, including shares issued for services, gain on extinguishment of debt, amortization of debt discount,
and changes in accounts payable and accrued liabilities.

 Our investing activities
used cash of $(9,424) and $85,444 for the years ended December 31, 2023, and 2022, respectively, primarily related to costs incurred in
developing our digital transportation platform.

 In the year ended December 31, 2023, we generated
$(89,872) in financing activities from related party advances in the year ended December 31, 2022, we generated $122,680 in financing
activities from the issuance of a note payable of $20,000 as well as proceeds from related party advances of $102,680.

 Off-Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 Emerging Growth Company

 We are an "emerging growth company,"
as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory
requirements that are available to public companies that are emerging growth companies include:

 1.

 an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;

 2.

 an exemption from the adoption of new or revised financial accounting standards until they apply to private companies;

 3.

 an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about our audit and our financial statements; and

 4.

 reduced disclosure about our executive compensation arrangements.

 We have elected to take advantage of the exemption
from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial
statements may not be comparable to those of public companies required to adopt these new requirements.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 As a "smaller reporting company,"
we are not required to furnish information under this Item 7A.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The financial statements and supplementary data
required by this item are included following the signature page of this Annual Report.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A.

 CONTROLS AND PROCEDURES.

 Disclosure Controls and Procedures

 We have established disclosure controls and procedures
that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act
of 1934, as amended (the " Exchange Act "), is recorded, processed, summarized and reported within the periods specified
in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive
Officer, Joseph Grimes who serves as our principal executive officer, and our Chief Financial Officer, Don Smith who serves as our principal
accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Messrs. Grimes and Smith evaluated
the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as of
December 31, 2023. Based on their evaluation, Messrs. Grimes and Smith concluded that, due to a material weakness in our internal control
over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2023. In light
of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness
and accuracy of the underlying data used for accounting prior to filing this Annual Report.

 These additional procedures have allowed us to
conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements
included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the
periods presented in conformity with accounting principles generally accepted in the United States of America.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles.

 Due to its inherent limitations, internal control
over financial reporting may not be effective in preventing or detecting misstatements. Additionally, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree
of compliance with policies or procedures may deteriorate.

 Management evaluated the effectiveness of our
internal control over financial reporting as of December 31, 2023, based upon the Internal Control-Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (" COSO ").

 During its evaluation, management identified certain
matters related to internal control and its operation that we consider to be significant deficiencies or material weaknesses under the
standards of the Public Company Accounting Oversight Board (" PCAOB "). A control deficiency exists when the design or
operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent
or detect misstatements on a timely basis.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 We identified deficiencies related to a lack
of segregation of duties, inadequate governance and oversight, and insufficient internal control documentation, which we believe constitute
material weaknesses.

 Due to these material weaknesses, management
concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, based on the criteria
described in the Internal Control – Integrated Framework (2013) issued by COSO.

 Remediation of the Material Weakness

 We are evaluating the material weaknesses and
developing a remediation plan to strengthen our overall internal control over financial reporting. The remediation plan will include the
creation and adoption of a formal policy manual that specifically addresses financial controls.

 We are committed to maintaining a strong internal
control environment, and we believe that these remediation efforts will represent significant improvements in our controls. Some of these
steps will take time to be fully integrated and confirmed to be effective and sustainable. Additional controls may also be required over
time. Until the remediation steps outlined above are fully implemented and tested, the material weakness described above will remain in
effect.

 Changes in Internal Control over Financial
Reporting

 There has been no change in our internal control
over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31,
2023, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting materially.

 Important Considerations

 The effectiveness of our disclosure controls and
procedures, as well as our internal control over financial reporting, is subject to various inherent limitations, including cost limitations,
judgments used in decision-making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of
human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate due to changes in conditions, and the risk that the degree of compliance with policies or procedures
may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures
or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information
known to the appropriate levels of management in a timely manner.

 ITEM 9B.

 OTHER INFORMATION.

 During the
quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable to the
Company.

 ITEM 10.

 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Current Management

 The following table sets forth information concerning
our executive officers and directors:

 Name

 Position

 Director Since

 Age

 Executive Officers and Directors

 Joseph Grimes

 Chief Executive Officer and Director

 January 18, 2020

 –

 Steven Ritacco

 Director and Chief Technology Officer

 June 1, 2020

 Sanjay Prasad, Esq.

 Director

 June 1, 2020

 Directors are elected to serve until the next
annual meeting of stockholders and until their successors are elected and qualified. A majority of the authorized number of directors
constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute
a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members
of the Board of Directors individually or collectively consent in writing to the action.

 Business Experience of Executive Officers
and Directors

 The principal occupation and business experience
during the past five years for our executive officers and directors is as follows:

 Joseph Grimes: Mr. Grimes has served as
our Chief Executive Officer and director since January 18, 2020. Mr. Grimes has over 20 years of experience in executive and managerial-level
positions, leading large teams that successfully executed complex business strategies. His notable achievements include launching new
products and companies, as well as establishing new software development and manufacturing enterprises both domestically and overseas.
For 12 years, he served as the founder and President of ISERA Group, where he directed efforts that resulted in 12 Small Business Innovative
Research Grants, managed five teams of software designers, and developed sophisticated Decision Support Software Systems (DSSS) for Commercial,
Military, and Government sectors. He is the Founder and CEO of Tribal Rides, Inc from 2014 to present.

 He has programming experience in OOP in C++ and VB with Access and
SQL Server, DBMS.

 Steven Ritacco: Mr. Ritacco has served
as a director since June 1, 2020, and as our Chief Technology Officer since November 18, 2021. From April 2001 until the present, Mr.
Ritacco has served as President of KeptPrivate Inc./Proxemi. From September 2015 until March 2018, Mr. Ritacco served as Chief Technology
Officer of Blue NRGY Group Ltd. Mr. Ritacco received an undergraduate degree from the University of Rhode Island.

 Sanjay Prasad: Mr. Prasad has served as
a director since June 1, 2020. Mr. Prasad has held various roles as an attorney and advisor to companies worldwide. From July 2020 until
the present, Mr. Prasad has been a partner at Appleton Luff, a boutique international law firm. He is also an Associate Professor at the
Sandra Day O'Connor College of Law at Arizona State University. From July 2013 until July 2020, Mr. Prasad was a principal at Prasad
IP, PC, a law firm specializing in intellectual property. Prior to that, Mr. Prasad has served as chief patent counsel at Oracle Corporation
and in various executive roles in intellectual property commercialization and as a business executive at Intellectual Ventures and IPVALUE
Management. Mr. Prasad received a law degree from Syracuse University College of Law and graduate and undergraduate degrees in computer
and electrical engineering, respectively, from Boston University.

 Legal Proceedings

 During the past ten years there have been no events
under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability
and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative
proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative
proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary
sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

 Family Relationships

 There are no family relationships between any
of our directors and executive officers.

 Director Independence

 We are not currently subject to listing requirements
of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors
be "independent" and, as a result, we are not at this time required to have our Board of Directors comprised of a majority
of "independent directors."

 We have not yet established any committees
of the Board of Directors. Our Board of Directors may designate an executive committee and one or more other committees from among its
members in the future. We do not have a nominating committee or a charter for the nominating committee. Furthermore, we do not have a
policy regarding the consideration of director candidates recommended by security holders. To date, other than as described above, no
security holders have made any such recommendations. The entire Board of Directors performs all functions that committees would otherwise
perform. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and
increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

 Compliance with Section 16(a) of the Securities Exchange Act
of 1934

 Section 16(a) of the Exchange Act requires the
Company's directors, executive officers, and persons who own more than 10% of the registered class of the Company's equity
securities to file with the Commission reports regarding initial ownership and changes in ownership. Directors, executive officers, and
greater than 10% stockholders are required by the Commission to furnish the Company with copies of all Section 16(a) forms they file.

 During the year ended December 31, 2022, Joseph
Grimes had an obligation to file Form 4; however, Form 3 was not filed in a timely manner. Additionally, Joseph Grimes and Steven Ritacco
each had an obligation to file a Form 4; however, the Form 4s were not filed in a timely manner.

 Code of Ethics

 We have not adopted the Code of Ethics. We
have had minimal operations and business, generating no revenues, and have a limited management team, comprising one sole executive officer.
Due to this, we believe that the adoption of a Code of Ethics would not serve its primary purpose of providing a standard of conduct,
as the development, execution, and enforcement of such a code would be carried out by the same persons and only those to whom the code
applies. At such time as we commence more significant business operations, the current officers and directors will recommend that such
a code be adopted.

 ITEM 11.

 EXECUTIVE COMPENSATION.

 The following table sets forth information concerning
the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities
to our company and its subsidiaries for the years ended December 31, 2022 and 2021.

 Summary Compensation Table

 Name and principal position

 Year

 Salary

 ($)

 Stock

 Awards

 ($)

 Total

($)

 Joseph Grimes, Chief Executive Officer

 2023

 2022

 Don Smith, Chief Financial Officer

 2023

 2022

 42,000 (1)

 300,000 (2)

 342,000

 Steven Ritacco, Chief Technology Officer

 2023

 2022

 24,000 (3)

 300,000 (4)

 324,000

 (1)

 As of December 31, 2023, $37,000 of Mr. Smith's salary was accrued and unpaid.

 (2)

 During 2022, Mr. Smith was awarded 1,000,000 shares of the Company's Common Stock.

 (3)

 As of December 31, 2023, $16,000 of Mr. Ritacco's salary was accrued and unpaid.

 (4)

 During 2022, Mr. Smith was awarded 1,000,000 shares of the Company's Common Stock.

 CFO Employment Agreement

 Effective November 17, 2021, we entered into an
Employment Agreement with Don Smith (the " CFO Agreement "), our Chief Financial Officer. Pursuant to the CFO Agreement,
Mr. Smith is entitled to monthly cash compensation of $3,500 per month. In addition, beginning January 1, 2022, Mr. Smith will be awarded
1,000,000 shares of Common Stock of the Company annually for three years (the " CFO Shares "). The CFO Shares will vest
every six months. The CFO Agreement may be terminated, for any reason, by either party upon written notice to the other party.

 CTO Employment Agreement

 Effective November 17, 2021, we entered into
an Employment Agreement with Steven Ritacco, our Chief Technology Officer (the "CTO Agreement"). Pursuant to the CTO Agreement,
Mr. Ritacco is entitled to monthly cash compensation of $8,000 per month. In addition, beginning January 1, 2022, Mr. Ritacco will be
awarded 1,000,000 shares of the Company's Common Stock annually for three years (the " CTO Shares "). The CTO Shares
will vest every six months. The CTO Agreement may be terminated, for any reason, by either party upon written notice to the other party.

 Equity Awards

 The following table sets forth information as
of December 31, 2022, for our named executive officers.

 Outstanding Equity Awards at Fiscal Year-End

 Stock awards

 Name

 Number of

shares or units

of stock

that have

not vested

(#)

 Market value

of shares of

units of stock

that have

not vested

($)

 Equity incentive

 plan awards:

 Number of

 unearned shares,

 units or other

 rights that have

 not vested

 (#)

 Equity incentive

 plan awards:

 Market or

 payout value

 of unearned

 shares, units

 or other rights

 that have not vested

 ($)

 Joseph Grimes

 33,334

 0.01 (1)

 33,334

 0.01 (1)

 Don Smith

 2,000,000

 0.14

 Steven Ritacco

 2,033,334

 0.14

 33,334

 0.01

 ______________________

 (1)

 The fair market value was deemed $0.01 per share.

 Director Compensation

 During the year ended December 31, 2023, there
was no compensation awarded to, earned by, or paid to our directors who are not named executive officers for all services rendered in
their capacities to our Company.

 ITEM 12.

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

 The following table and footnotes thereto sets
forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of
our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares of common stock,
and (iii) named executive officers, executive officers, and directors of the Company as a group as of April 17, 2024. In calculating any
percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes
39,935,500 shares of common stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or
elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect
to the shares set forth opposite the shareholder's name, subject to community property laws, where applicable. Unless as otherwise
indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following
tables is: 26060 Acero, Mission Viejo, CA 92691.

 Name and Address of Beneficial Owner

 Amount and

Nature of

Beneficial

Ownership (1)

 Percent

of Class (1)

 Named Executive Officers and Directors

 Joseph Grimes

 21,646,167 (2)

 59.76%

 Sanjay Prasad

 1,466,667 (3)

 4.05%

 Steven Ritacco

 1,643,332 (4)

 4.48%

 Don Smith

 1,436,665 (5)

 3.93%

 Executive Officers, Named Executive Officers, and Directors as a Group (4 Persons)

 26,192,831

 70.35%

 Aika Patel

 2235 FREDRICK DGLSS 2D

 NEW YORK NY 10027

 2,300,000

 6.36%

 _________________

 *Less than 1%

 (1)

 Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) within 60 days of the date on which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person, as shown in the above table, does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock outstanding on April 17, 2023.

 (2)

 Includes 1,579,500 shares owned by Tribal Rides, Inc., of which Mr. Grimes is Chief Executive Officer. Also includes options to purchase 66,667 shares of the Company's Common Stock, which have vested.

 (3)

 Includes options to purchase 66,667 shares of the Company's Common Stock, which have vested.

 (4)

 Includes options to purchase 66,667 shares of the Company's Common Stock, which have vested. Includes 269,999 shares, which have vested but have yet to be issued. Additionally, the award includes 166,666 shares, which will vest within 60 days of April 17, 2023.

 (5)

 Includes 269,999 shares which have vested but have yet to be issued. Additionally, the award includes 166,666 shares, which will vest within 60 days of April 17, 2023.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 Certain Relationships and Related Transactions

 For transactions with our executive officers,
please see the disclosure under " ITEM 11. EXECUTIVE COMPENSATION. " above.

 Asset Purchase with Tribal Rides, Inc.

 On January 18, 2020, we entered into an Asset
Purchase Agreement with Tribal Rides pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000
shares of the Company's Common Stock. Mr. Grimes, our CEO, is also the CEO of Tribal Rides. Mr. Grimes is also a shareholder of
Tribal Rides.

 On January 13, 2022, Tribal Rides transferred
20,000,000 shares to Mr. Grimes.

 Director Independence

 We are not currently subject to listing requirements
of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors
be "independent" and, as a result, we are not at this time required to have our Board of Directors comprised of a majority
of "independent directors." Although we have not adopted the independence standards any national securities exchange to determine
the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or she is not
an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with the exercise
of independent judgment. Under this standard, our board of directors has determined that Messrs. Prasad and Ritacco meet this standard
and, therefore, are considered independent.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Fees Paid

 Audit Fees

 The aggregate fees billed for professional services
rendered by our principal accountants for the audit of our annual financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements
for the year ended December 31, 2022 were $29,827 and $28,000 for the period ended December 31, 2021. There will be a fee of $6,500 for
the 2023 audit.

 Audit-Related Fees

 There were no fees billed for assurance and related
services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements,
other than those reported above, for the years ended December 31, 2023, and 2022.

 Tax Fees

 No fees were billed for professional services
rendered by our principal accountants for tax compliance, tax advice, and tax planning in the years ended December 31, 2023, and 2022.

 All Other Fees

 There were no other fees billed for products or
services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2023, and
2022.

 Audit Committee

 We do not have an Audit Committee; therefore,
the Board of Directors has considered whether the non-audit services provided by our auditors to us are compatible with maintaining the
independence of our auditors. The Board has concluded that the provision of such services does not compromise the independence of our
auditors. Our Board of Directors pre-approves all auditing services and permits non-audit services, including the fees and terms of those
services, to be performed for us by our independent auditor prior to engagement.

 ITEM 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 Financial Statements

 The following financial statements are filed with
this Annual Report:

 Report of Independent Registered Public
Accounting Firm (PCAOB ID:)

 Audited Balance Sheets at
December 31, 2023, and 2022

 Audited Statements of Operations for
the years ended December 31, 2023, and 2022

 Audited Statements of Changes in Stockholders'
Deficit for the years ended December 31, 2023, and 2022

 Audited Statements of Cash Flows for
the years ended December 31, 2023, and 2022

 Notes to Audited Financial
Statements

 Exhibits

 The following exhibits are included with this
Annual Report:

 Incorporated by Reference

 Exhibit

Number

 Exhibit Description

 Form

 File No.

 Exhibit

 Filing

Date

 Filed or Furnished

Herewith

 31.1

 Rule 13a-14(a) Certification by Principal Executive Officer

 X

 31.2

 Rule 13a-14(a) Certification by Principal Financial Officer

 X

 32.1**

 Section 1350 Certification of Principal Executive Officer

 32.2**

 Section 1350 Certification of Principal Financial Officer

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 X

 _________________

 *Management contract or compensatory plan or arrangement.

 **These certifications are furnished to the SEC
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act,
except as shall be expressly set forth by specific reference in such filing.

 ITEM 16.

 FORM 10-K SUMMARY.

 None.

 SIGNATURE PAGE FOLLOWS

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: July 28,
 2025

 By:

 /s/ Adam
 Clode

 Adam Clode, Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

 NAME

 TITLE

 DATE

 / s/ Adam
 Clode

 Chief Executive Officer and Director

 July 28, 2025

 Adam Clode

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5968)

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5854)

 Balance Sheets at December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 The Board of Directors and Stockholders of

 TRIBAL RIDES INTERNATIONAL, CORP.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Tribal Rides International Corp (the 'Company') as of December 31, 2023, and the related statements of operations, changes
in stockholders' deficit and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as
the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31,
2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit
of $(2,851,996), net loss of $(185,918) and a negative working capital of $(846,618). These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with regards to these matters are also described in Note
2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.

 /s/ Olayinka Oyebola

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 Lagos, Nigeria

 We have served as the Company's auditor
since 2024.

 September 20, 2024

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of
Tribal Rides International Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Tribal Rides International Corp. (the "Company") as of December 31, 2022, the related statements of operations, stockholders'
deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States.

 Going Concern Matter

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
no revenue, suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans regarding these matters are also described in Note 2 to the financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ TAAD LLP

 TAAD LLP

 We have served as the Company's auditor
since 2021 to 2024

 Diamond Bar, CA

 April 17, 2023

 F- 3

 BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 –

 $
 4,213

 Prepaid expenses

 35,700

 –

 Total current assets

 35,700

 4,213

 Software and equipment, net

 136,284

 126,860

 Patents, net

 6,173

 6,579

 Total noncurrent assets

 142,457

 133,439

 Total Assets

 $
 178,157

 $
 137,652

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 237,657

 $
 92,573

 Deferred revenue

 Notes payable, net of debt discount

 431,302

 310,000

 Due to related party

 213,350

 163,441

 Total current liabilities

 882,318

 566,023

 Total Liabilities

 882,318

 566,023

 Commitments and contingencies

 –

 –

 Stockholders' equity (deficit):

 Common stock, $ 0.00001 par value, 50,000,000 shares authorized; 39,935,500 and 36,502,500 shares issued and outstanding as of December 31, 2023, and 2022, respectively

 Preferred stock to be issued, 4,624,000 and 1,624,000 shares as of December 31, 2023, and 2022, respectively

 Additional paid-in capital

 2,147,393

 1,591,654

 Accumulated deficit

 ( 2,851,996
)

 ( 2,020,406
)

 Total Stockholders' Equity (Deficit)

 ( 704,161
)

 ( 428,371

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 178,157

 $
 137,652

 See accompanying Notes to Financial Statements

 F- 4

 STATEMENTS OF OPERATIONS

 For the Twelve
 Months Ended
 2023

 For the Twelve
 Months Ended
 2022

 Operating expenses:

 Selling and marketing

 $

 $
 8,516

 General and administrative (includes stock-based expense of $ 934,000 and $ 166,000, respectively)

 137,791

 1,090,174

 Total operating expense

 137,843

 1,098,690

 Operating loss

 ( 137,843
)

 ( 1,098,690
)

 Other income (expense):

 Interest expense

 ( 48,075
)

 ( 34,931
)

 Amortization of debt discount

 ( 0
)

 ( 208,287
)

 Gain (loss) on extinguishment of debt

 ( 0
)

 ( 149,605
)

 Total other income (expense)

 ( 48,075
)

 ( 392,823
)

 Loss before provision for income taxes

 ( 185,918
)

)

 Provision for income taxes

 –

 –

 $
 ( 185,918
)

 $
)

 Weighted average shares basic and diluted

 39,935,500

 36,612,089

 Weighted average basic and diluted loss per common share

 $
 ( 0.01
)

 $
 ( 0.04
)

 See accompanying Notes to Financial Statements

 F- 5

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Additional

 Total Stockholders'

 To Be Issued

 Paid-In

 Accumulated

 Equity

 Amount

 Amount

 Capital

 Deficit

 (Deficit)

 Balance – December 31, 2020

 36,057,500

 $
 3,606

 –

 $
 –

 $
 87,979

 $
 ( 178,753
)

 $
 ( 87,168
)

 Shares issued for services

 125,000

 –

 –

 499,987

 –

 500,000

 Shares and warrant issuable with debt

 –

 –

 1,320,000

 244,318

 –

 244,450

 –

 –

 –

 –

 –

 ( 350,140
)

 ( 350,140
)

 Balance – December 31, 2021 (Audited)

 36,182,500

 3,619

 1,320,000

 832,284

 ( 528,893
)

 307,142

 Shares issued for services

 1,320,000

 ( 1,320,000
)

 ( 132
)

 –

 –

 –

 Cancellation of shares

 ( 2,000,000
)

 ( 200
)

 –

 –

 –

 –

 Shares issued or issuable pursuant to employment agreements

 1,000,000

 1,000,000

 599,800

 –

 600,000

 Shares issuable in settlement of debt

 –

 –

 24,000

 5,998

 –

 6,000

 Shares issued in extinguishment of debt

 –

 –

 600,000

 149,940

 –

 150,000

 Out-of-period adjustment error correction

 –

 ( 3,286
)

 –

 ( 146
)

 3,432

 –

 –

 –

 –

 –

 –

 –

)

)

 Balance – December 31, 2022 (Audited)

 36,502,500

 $

 1,624,000

 $

 $
 1,591,654

 $
 ( 2,020,406
)

 $
 ( 428,371
)

 To Be Issued

 Additional
 Paid-In

 Accumulated

 Total
 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 (Deficit)

 Balance – December 31, 2022

 36,502,500

 $

 1,624,000

 $

 $
 1,591,654

 $
 ( 2,020,406
)

 $
 ( 428,371
)

 Shares issuable with PPM

 –

 1,000,000

 37,488

 –

 37,500

 Warrant issuable with PPM

 –

 –

 –

 –

 12,500

 –

 12,500

 Shares issued or issuable for services

 1,050,000

 2,100,559

 287,499

 –

 287,550

 Stock award shares

 3,200,000

 ( 83,333
)

 ( 1
)

 274,991

 –

 275,000

 Cancelled shares

 ( 2,145,000
)

 ( 21
)

 –

 –

 –

 –

 Gain Loss on extinguishment of debt

 1,000,000

 –

 –

 ( 77,510
)

 –

 ( 77,500
)

 –

 –

 –

 –

 20,750

 ( 831,590
)

 ( 810,840
)

 Balance – December 31, 2023
 (Audited)

 39,607,500

 $

 4,641,226

 $

 $
 2,147,393

 $
 ( 2,851,996
)

 $
 ( 704,161
)

 See accompanying Notes to Financial Statements

 F- 6

 STATEMENTS OF CASH FLOWS

 For the Twelve
 Months Ended
 2023

 For the Twelve
 Months Ended
 2022

 Cash flows from operating activities:

 $
 ( 185,918
)

 $
)

 Adjustment to reconcile net loss to net cash used in operating activities:

 Expense for shares issued in 2022 for services

 –

 334,000

 Shares issued and issuable pursuant to employment agreements

 –

 600,000

 (Gain) loss on extinguishment of debt

 –

 149,605

 Amortization of software and equipment

 –

 1,838

 Amortization of debt discount

 –

 208,287

 Changes in operating assets/liabilities:

 Accounts payable and accrued liabilities

 166,092

 43,270

 Deferred revenue

 –

 Net cash used in operating activities

 ( 19,826
)

 ( 154,504
)

 Cash flows from investing activities:

 Capital expenditures

 ( 9,424
)

 ( 85,444
)

 Net cash used in investing activities

 ( 9,424
)

 ( 85,444
)

 Cash flows from financing activities:

 Borrowings from related parties

 49,909

 102,680

 Proceeds from note payable – non-related

 65,000

 20,000

 Additional Paid in Capital

 555,739

 –

 Adjustment to Retained Earnings

 ( 645,611
)

 –

 Net cash from financing activities

 25,037

 122,680

 Net change in cash

 ( 4,213
)

 ( 117,268
)

 Cash, beginning of period

 4,213

 121,481

 Cash, end of period

 $

 $
 4,213

 Supplemental disclosures of cash flow information

 Cash paid during the period for:

 Interest

 $
 –

 $
 –

 Taxes

 $
 –

 $
 –

 Supplemental disclosures of non-cash investing and financing activities:

 Debt discount on convertible promissory note

 $
 –

 $
 –

 Shares issuable on settlement of debt

 $
 –

 $
 6,000

 See accompanying Notes to Financial Statements

 F- 7

 NOTES TO FINANCIAL STATEMENTS

 1.

 Organization and Business

 Organization and Business

 We were incorporated on May
19, 2014 in the State of Nevada as Trimax Consulting, Inc. with an initial business plan of providing real estate consulting services
and purchasing tax liens. On March 16, 2017, Newfield Global Holdings Limited acquired 25.0 million shares of our common stock representing
96.3% of our then outstanding shares. Upon the election of a new Board of Directors and the appointment of new management, we altered
our business plan to provide end-to-end Human Resource services. On May 8, 2017, we filed an Amendment to our Articles of Incorporation
changing our name to Xinda International Corp. On February 24, 2021, we filed an Amendment to our Articles of Incorporation, changing
our name to Tribal Rides International Corp. On February 23, 2022, we filed an application with the Financial Industry Regulatory Authority
("FINRA") to change our ticker symbol. Until that change is made, our ticker symbol remains XNDA.

 We are engaged in the business
of digital transformation of transportation. The digital transportation enablement and enhancement platform provides fully automated dispatching
and bookings management built for taxi companies, limousine companies and ridesharing service providers. The platform gives customers
app-based experience and provides service providers with a range of functions which include customer booking, accounts management, driver
tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing
reporting and analytics. The platform has also shown to have a direct application in the B2B space in providing corporations with a more
efficient taxi chit solution to combat fraud and excessive administration costs.

 Although we have made progress
on our platform, we are continuing to undergo beta testing while we await additional funding. We hope to launch the next phase of release
during the year ending December 31, 2023. We have focused on expanding some of the transportation capabilities and bug fixing. One significant
addition to the financial transaction capabilities of our platform is the successful registration and qualification for using PayPal financial
transaction features to supplement our current Stripe capabilities.

 2.

 Summary of Significant Accounting Policies

 Basis of Presentation

 We have prepared the accompanying
financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules
and regulations of the United States Securities and Exchange Commission ("SEC"). Our Company's year-end is December
31.

 Going Concern Considerations

 The accompanying financial
statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate
continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit
of $ 2,851,996 as of December 31, 2023. The continuation of our Company as a going concern is dependent upon our ability to raise equity
or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we
will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are
unable to obtain adequate capital, we could be forced to cease operations.

 The accompanying financial
statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

 F- 8

 Use of Estimates

 The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 Cash and Cash Equivalents

 We consider all short-term
investments readily convertible to cash, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents.
Our cash balance was $ NIL and $ 4,213
 at December 31, 2023, and 2022, respectively.

 Internal Use Software Development

 We
account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification
("ASC") 350-40 "Internal-Use Software" or ASC 350-50 "Website Costs". As required by ASC 350-40, we
capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces,
coding, installation, and testing.

 Costs
incurred during the preliminary project stage, along with post-implementation stages of internal use computer software, are expensed as
incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over five years, management's
estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has
not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable
judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility,
and estimated economic life.

 Intellectual Property

 We have patented technologies
with a focus on artificial intelligence ("AI"), machine learning with optimization, and Smart Deployment algorithms. It involves
anticipating passenger demand and dispatching cars in advance to reduce wait times, increase vehicle utilization, and decrease costs.
It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and "specific"
community engagement. Our technology may also be subject to protection by other intellectual property laws, including copyright and trade
secrets.

 Patent expenses, primarily
consisting of patent filing fees, have been capitalized and are presented as an asset on our balance sheet. We amortize our patent assets
over the remaining life of the Patent, which is approximately ten (10) years.

 Fair Value of Financial Instruments

 Fair value is defined as
the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting
guidance establishes a hierarchy for inputs used in measuring fair value, maximizing the use of observable inputs, and minimizing the
use of unobservable inputs by requiring the most observable inputs to be used when available. Observable inputs are inputs that market
participants would use in valuing the assets or liabilities and are developed based on market data obtained from sources independent of
our Company. Unobservable inputs are inputs that reflect our Company's assumptions about the factors that market participants would
use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of input that may be used to measure
fair value:

 Level 1

 —

 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level 2

 —

 Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices).

 Level 3

 —

 Unobservable inputs that are supported by little or no market activity.

 F- 9

 For assets and liabilities,
such as cash, prepaid expenses, accounts payable and accrued liabilities maturing within one year from the balance sheet date, the carrying
amounts approximate fair value due to the short maturity of these instruments.

 Fair Value Hierarchy of assets
and liabilities that are recognized and measured at fair value in the financial statements as of December 31, 2023, and 2022 (level 3
inputs are not applicable):

 Schedule of fair value hierarchy of assets and liabilities measured at fair value in the
 financial statements

 Fair Value Measurement Using

 Level 1

 Level 2

 Year ended December 31, 2023:

 Liabilities:

 Due to related parties – recognized at fair value (1)

 $
 213,350

 $
 –

 Year ended December 31, 2022:

 Liabilities:

 Due to related parties – recognized at fair value (1)

 $
 163,441

 $
 –

 ____________

 (1)

 The amounts due to related parties contain no interest provision. Any imputed interest is immaterial.

 During the years ended December
31, 2023 and 2022, there were no transfers between Levels 1, 2, or 3.

 Financial risk factors

 As our software platform
has not yet been launched, we believe our activities do not yet expose us to any market, credit, or liquidity risk.

 Long-lived Assets

 We follow ASC 360-10-15-3,
Impairment or Disposal of Long-lived Assets, which established a "primary asset" approach to determine the cash flow estimation
period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived
assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at
the lower of their carrying amount or fair value, less the cost to sell.

 Revenue Recognition

 At our inception, we adopted
ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time
a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers
are predominantly short-term in nature, involving a single performance obligation related to the delivery of the service, and generally
provide for transfer of control at the time payment for the service is received.

 We exclude from the measurement
of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected
by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales
taxes, which may be collected, are not recognized as revenue but are included in accounts payable on the balance sheets as they would
ultimately be remitted to government authorities. No such taxes have been charged or collected yet.

 We have elected the practical
expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting to
the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term
in nature and do not have significant financing components; therefore, we have not adjusted consideration.

 F- 10

 Debt Issued with Common Stock/Warrants

 Debt issued with common stock/warrants
is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record
the relative fair value of common stock and warrants issued in conjunction with debt as a debt discount or premium. The discount
or premium is subsequently amortized to interest expense over the expected term of the debt.

 Common Stock Issued for Services

 Our accounting policy for
equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task
Force ("EITF") 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction
with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments
issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii)
the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair
value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for
unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

 Stock option grants are valued
using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield,
expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate
for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock.
Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using
the actual contractual term of the option grants and the expected time employees will take to exercise the options.

 Stock awards issuable pursuant
to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests.

 Income Taxes

 We account for income taxes
in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected
future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss
or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation
allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties
related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

 Net Loss Per Share

 We compute net loss per share
in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share ("EPS")
on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)
by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential
common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.
Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of December 31, 2023, and 2022, we had no potentially
dilutive shares.

 New Accounting Pronouncements

 We have reviewed all accounting
pronouncements recently issued by FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that
they are either not applicable or are not believed to have a material impact on our present or future financial statements.

 F- 11

 3.

 Software and Equipment, net

 Software and equipment, net consists of the following
at December 31:

 Schedule of software and equipment, net

 2023

 2022

 Software for internal use

 $
 134,133

 $
 124,709

 Equipment

 3,479

 3,479

 137,612

 128,188

 Less accumulated depreciation and amortization

 ( 1,328
)

 ( 1,328
)

 $
 136,284

 $
 126,860

 Beginning in the fourth quarter
of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the years ended December
31, 2023, and 2022, we capitalized $ 137,612 and $ 126,709 of such costs representing the costs incurred in the application development stage,
which include costs to design and program the software configuration and interfaces, coding, installation and testing. Once the software
is installed and fully tested and we begin to use it for its intended purposes, which we estimate will be in calendar 2023, the costs
will be amortized over a five- year period, which is the expected useful life. Additional costs to maintain the software will be expensed.

 Equipment consists of computers.

 Depreciation and amortization
of software and equipment amounted to $ NIL and
$ 1,106 for the years ended December 31, 2023,
and 2022, respectively.

 4.

 Patents

 We have patented technologies
with a focus on artificial intelligence ("AI"), machine learning with optimization and Smart Deployment algorithms. The technologies
involve anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles,
and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates,
and "specific" community engagement.

 We currently own the following
patents which have been issued and which are pending:

 U.S. Patent 9984574, issued May 29,
 2018, claims priority to provisional application filed on Jan. 21, 2014.

 U.S. Patent 11217101, issued January
 4, 2022, claims priority to provisional application filed on Jan. 21, 2014.

 The software platform that
underlies the patents have not created any revenue to date and there is no assurance that any revenue will be created from the patent
technologies. As a result, we have recorded the patent asset at the cost of patent fees and other expenses incurred to produce and file
the patents. During the years ended December 31, 2023, and 2022, we recorded patent amortization expense of ($ 406) and $ 732, respectively.

 5.

 Related Parties Transactions

 Due to Related Parties

 Amounts owed to related parties
as of December 31, 2023 and 2022 are as follows:

 Schedule of amounts owed to related parties

 2023

 2022

 Joe Grimes

 $
 151,061

 $
 103,154

 Sanjay Prasad

 7,289

 7,287

 Don Smith

 39,000

 37,000

 KeptPrivate.com

 16,000

 16,000

 $
 213,350

 $
 163,441

 F- 12

 Mr. Grimes is our CEO and
Director as well as our largest shareholder.

 Mr. Prasad, one of our
Directors, has made various patent filings for our Company in recent years, which amounts have been recorded in Patents, net on the
accompanying Balance Sheet. Amounts charged by Mr. Prasad for the years 2023 and 2022 totaled $ NIL
and $ 2,480,
respectively.

 Mr. Smith is our CFO and
is a party to a November 17, 2021 employment agreement, as amended, with our Company under which Mr. Smith is to receive monthly cash
payments of $3,500. The amounts charged by Mr. Smith for services for the years ended December 31, 2023, and 2022 totaled $ NIL and 42,000
 respectively.

 KeptPrivate.com is
owned by Mr. Steven Ritacco, a Director of our Company. His company performs services related to the development of our digital
transportation enablement and enhancement platform, which amounts are included in Software and Equipment, net on the accompanying
Balance Sheet. The amount charged by KeptPrivate.com for services for the years ended December 31, 2023, and 2022 totaled $ NIL
and $ 24,000,
respectively. Of the amounts charged by KeptPrivate.com for the year ended December 31, 2022, $ 8,000 was
paid and recorded as Software for Internal Use and $ 16,000 was
unpaid and recorded as a general and administrative expense.

 Amount due to related parties
bear no interest, are unsecured and are repayable on demand. Imputed interest on amounts owed is immaterial.

 6.

 Notes Payable

 Notes payable consist of the following at December
31, 2023 and 2022:

 Schedule of notes payable

 2023

2022

 Convertible promissory note

 $

 393,075

 $

 290,000

 Less debt discount on amounts borrowed

 –

 –

 Promissory notes

 20,000

 20,000

 Subtotal

 413,075

 310,000

 Less current portion

 ( 413,075

)

 ( 310,000

)

 Long-term portion

 $

 –

 $

 –

 Convertible Promissory Note

 On November 10, 2021 (the
"Issue Date"), we entered into a Securities Purchase Agreement (the "SPA") with a third party (the "Lender"),
for the purchase of a Convertible Promissory Note (the "Note") in the principal amount of $ 290,000. The Note carries an original
issue discount of $ 29,000 along with a requirement to pay $ 16,550 in expenses. The total of $45,550 has been recorded as original issue
discount. As a result, we were provided $ 244,500 upon the Note's execution. The Note was to mature on May 10, 2022, subject to a
six-month extension at our Company's request. The Note accrued interest at 10 % per annum from the Issue Date with monthly interest
payments being due at the beginning of each month. In the event the Note is extended for six months, the interest will accrue at 12% per
annum and, in the event of a default, interest will accrue at 20% per annum. The Note is secured by all of our Company's assets.

 In addition to the issuance
of the Note, we were obligated to issue to the Lender, as a commitment fee, 1,320,000 restricted shares of our common stock (the "Commitment
Shares"). Along with the issuance of the Commitment Shares, we were required to issue to the Lender a warrant to purchase 750,000
shares of our common stock (the "Warrant"). All or any part of the Warrant is immediately exercisable at $1.00 per share and
expires three years from the Issue Date. The Warrants are subject to adjustments as provided in the warrant agreement. The Commitment
Shares and Warrant were issued in February 2022.

 F- 13

 On May 22, 2022,
pursuant to our Company's request, the Note was extended for six months until November 10, 2022. On November 22, we signed a
Modification-Extension of Maturity Date letter from the note holder extending the maturity date of the Note to February
10, 2023. Under the terms of this letter, we agreed to issue the note holder 600,000
restricted shares of our common stock which we valued at $ 150,000,
or $ 0.25
per share, based on the fair market value of our stock at the date of acceptance. This amount was recorded as a loss for the
extinguishment of debt as it represented a major modification to the Note. The shares have not yet been issued but we are working
with our transfer agent to have them issued. After December 31, 2022, we reached an agreement with the noteholder to further extend
the maturity date of the Note to August
1, 2023. Under this further extension, we agreed among other things to issue the noteholder 1,000,000
shares of our common stock at a value of $ 0.11
per share which was the closing price of our stock on the date of the agreement. See Note 10 for further information.

 The Note is convertible only
upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of the our common stock at
a conversion price equal to the lesser of 90% multiplied by the lowest trading price (i) during the previous 20 trading day period ending
on the Issue Date, or (ii) during the previous 20 trading day period ending on the date of conversion of the Note (the "Conversion
Price"). The Conversion Price is subject to various adjustments, as specified in the Note. There has been no event of default to
date.

 While the Note is issued
and outstanding, our Company is required at all times to have authorized and reserved five times the number of shares that are actually
issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the "Reserved
Amount"). If, at any time we do not maintain or replenish the Reserved Amount within three business days of the request of the Lender,
the principal amount of the Note will increase by $5,000 per occurrence. If we fail to maintain our status as "DTC Eligible"
for any reason, or, if the Conversion Price is less than $0.01 at any time after the Issue Date, the principal amount of the Note will
be increased by $5,000 and the Conversion Price will be redefined to mean 50% multiplied by the Market Price (as defined in the Note),
subject to adjustments (which includes an adjustment for anti-dilutive issuances). The Note and the SPA also contain various restrictions
and grant to the Lender various rights.

 Upon an Event of Default,
the Note will become immediately due and payable, and our Company will pay to the Lender the Default Sum (as defined in the Note) or the
Default Amount (as defined in the Note).

 We are amortizing the debt
discount over the initial six-month term of the Noten resulting in amortization of $ 208,287 and $ 208,287 for the years ended December 31,
2023 and 2022.

 During the years ended December
31, 2023, and 2022, we recorded interest expense for this note of $ NIL
 and $ 33,092,
respectively.

 Promissory Notes

 On June 10, 2021, we
issued a promissory note to a non-related third party in the principal amount of $ 5,000.
The unsecured note bears interest at 20 %
per annum and was repayable on December 10, 2021, six months from the date of issue. The creditor subsequently extended the due date
of the note to November 1, 2022. The promissory note contained a provision that, in the event of non-payment at maturity (an event
of default), our Company would be required to issue the note holder 24,000
shares of our common stock in full satisfaction of the promissory note. Because of our non-payment on November 1, 2022, due date,
we became obligated to issue the note holder 24,000
common shares. We have recorded the shares issuable under this provision at $ 6,000,
or $ 0.25
per share, which was the fair market value of our stock at the date of our obligation. The shares have not yet been issued, but we
are working with our transfer agent to have them issued. This transaction resulted in a gain on extinguishment of debt for $ 395.
During the years ended December 31, 2022 and 2021, we recorded interest expense of $ 836
and $ 559,
respectively. The accrued but unpaid interest at December 31, 2023 is included on the accompanying Balance Sheet in Accounts Payable
and Accrued Liabilities.

 On August 1, 2022, we
issued a promissory note to a non-related third party in the principal amount of $ 20,000.
The unsecured note bears interest at 10 %
per annum and is repayable January 26, 2023. The note is currently in default, and we are working with the note holder to extend the
maturity date. During the year ended December 31, 2022, we recorded interest expense of $ 1,003
for this note. The accrued but unpaid interest as of December 31, 2023 is included on the accompanying Balance Sheet in Accounts
Payable and Accrued Liabilities.

 F- 14

 7.

 Capital Stock

 We are authorized to issue
 50,000,000 shares of our $ 0.00001 par value common stock and each holder is entitled to one (1) vote on all matters subject to a vote
of stockholders. We discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting
Bulletin ("SAB") 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives,
and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders'
Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment
as of December 31, 2022, reducing Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and increasing the Balance
Sheet amount for Additional Paid-In Capital.

 Common stock activity for
the years ended December 31, 2023, and 2022 was as follows:

 2023

 1.

 On November 11, 2022, we issued 500,000 shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, in accordance with the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $300,000 or $0.30 per share which was the value of our stock on their date of grant.

 2.

 In connection with the employment agreements for Messrs. Smith and Ritacco, we were obligated to issue 500,000 shares to each individual on their vesting date of December 31, 2022. The total of 1,000,000 shares were issued in January 2023.

 3.

 On November 22, 2022, we became obligated to issue 600,000 shares to the holder of the convertible promissory note as explained in Note 6. The shares have not yet been issued but we are working with our transfer agent to have them issued.

 4.

 In November 2022, we became obligated to issue 24,000 shares to a promissory note holder as explained in Note 6. The shares have not yet been issued but we are working with our transfer agent to have them issued.

 5.

 In February 2023, four stockholders agreed to cancel a total of 2,145,000 shares of our common stock they held. We paid no consideration to the stockholders for the cancellation of their shares.

 2022

 1.

 In connection with our issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 shares at December 31, 2021. The shares were issued on February 28, 2022.

 2.

 On April 21, 2022 a stockholder agreed to cancel 2,000,000 shares they held.

 3.

 On November 11, 2022, we issued 500,000 shares each to Don Smith, our CEO, and Steve Ritacco, our CIO, pursuant to the terms of their employment agreements. The total of 1,000,000 shares, which became vested on July 1, 2022, were valued at $300,000 or $0.30 per share which was the value of our stock on their date of grant.

 4.

 In connection with the employment agreements for Messrs. Smith and Ritacco, we became obligated to issue an additional 500,000 shares each on their vesting date of December 31, 2022. The total of 1,000,000 shares were valued at $300,000 or $0.30 per share which was the value of our stock on December 31, 2022 the date they became vested. The shares were issued in January 2023.

 5.

 On November 22, 2022, we became obligated to issue 600,000 shares to the holder of the convertible promissory note as explained in Note 6. The shares have not yet been issued but we are working with our transfer agent to have them issued.

 6.

 In November 2022, we became obligated to issue 24,000 shares to a promissory note holder as explained in Note 6. The shares have not yet been issued but we are working with our transfer agent to have them issued.

 2020 Stock Incentive Plan

 Effective June 20, 2020,
our Board of Directors adopted the 2020 Stock Incentive Plan (the "Plan"), authorizing the issuance of a total of 2,500,000
shares of our common stock under the Plan. Under the Plan, the exercise price of a granted option shall not be less than 100% of the fair
market value on the date of grant (110% of the fair market value in the case of a 10% stockholder). Additionally, no option may be exercisable
more than ten (10) years after the date it is granted (no more than five (5) years in the case of a 10% stockholder).

 F- 15

 Stock Options

 On June 20, 2020, we granted
options to purchase 100,000 of our common shares to each of Messrs. Grimes, Prasad, and Ritacco, all Officers and/or Directors of our
Company. The options are exercisable at $0.01 per share, expire five (5) years from the date of grant, and vest ratably beginning December
20, 2021, over the term of the option.

 The fair value of each stock
option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a de minimis valuation. The assumptions
used in determining the fair value of the stock options were as follows:

 Schedule of fair value of stock options assumptions

 December 31, 2020

 Expected term in years

 5 years

 Risk-free interest rate

 0.33 %

 Annual expected volatility

 38.3 %

 Dividend yield

 0.00 %

 Risk-free interest rate:
We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.

 Volatility: We estimate
the expected volatility of the stock price based on the historical volatility of our stock prices.

 Dividend yield: We use
a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

 Remaining term: The remaining
term is based on the remaining contractual term of the stock options.

 Activity related to stock
options for the years ended December 31, 2023, 2022 and 2021 is as follows:

 Schedule of option activity

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Life in Years

 Aggregate
 Intrinsic
 Value

 Outstanding, January 1, 2020

 –

 –

 Granted during 2020

 $
 0.01

 –

 0.01

 Outstanding, December 31, 2021

 $
 0.01

 Outstanding, December 31, 2022

 $
 0.01

 Outstanding, December 31, 2023

 $
 0.01

 Exercisable, end of period

 $
 0.01

 2.50

 $
 0.00

 Warrants

 In connection with the transaction
with the third-party lender discussed in Note 6, we issued the lender a three-year warrant to purchase 750,000 common shares at $ 1.00
per share. In allocating the proceeds of the Note between the Note, the Commitment Shares and the Warrant, we valued the Warrant using
the Black-Scholes option pricing model and recorded a debt discount of $ 117,161 which is included in the total discount of $ 244,450 described
in Note 6. The assumptions used in determining the fair value of the warrants were as follows:

 Schedule of fair value of warrants assumptions

 December 31, 2023

 Expected term in years

 3 years

 Risk-free interest rate

 0.32 %

 Annual expected volatility

 1,222.7 %

 Dividend yield

 0.00 %

 F- 16

 Risk-free interest rate:
We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.

 Volatility: We estimate
the expected volatility of the stock price based on the historical volatility of our stock prices.

 Dividend yield: We use
a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

 Remaining term: The remaining
term is based on the remaining contractual term of the warrant.

 Activity related to the
warrant for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of warrant activity

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Life in Years

 Aggregate
 Intrinsic
 Value

 Outstanding, January 1, 2021

 –

 –

 Granted during 2021

 $
 1.00

 –

 1.00

 Outstanding, December 31, 2022

 $
 1.00

 Outstanding, December 31, 2023

 $
 1.00

 Exercisable, end of period

 $
 1.00

 1.9

 $

 8.

 Income Taxes

 Our Company has not
filed any federal income tax returns, and we are currently not subject to state income tax filing requirements. As of December 31,
2023, we have net operating loss carryforwards, on a book basis, of $ 566,662
which may be available to reduce various future years' federal taxable income. Future tax benefits which may result from these
losses have not been recognized in these financial statements, as their realization is determined not to be likely to occur, and
accordingly, we have recorded a valuation allowance for the deferred tax asset relating to the net operating loss carry
forwards.

 The following table presents
the current income tax provision for federal and state income taxes for the years ended December 31, 2023, and 2022:

 Schedule of provision for income taxes

 2023

 2022

 Current tax provisions:

 Federal

 $
 –

 $
 –

 State

 –

 –

 Total provision for income taxes

 $
 –

 $
 –

 Reconciliations of the U.S.
federal statutory rate to the actual tax rate for the years ended December 31, 2023, and 2022:

 Schedule of reconciliation of income taxes

 2023

 2022

 US federal statutory income tax rate

 21.0 %

 21.0 %

 Stock issued for outside and employment services

 - 13.2 %

 - 13.2 %

 Gain (loss) on extinguishment of accounts payable

 - 2.1 %

 - 2.1 %

 Debt discount amortization

 - 2.9 %

 - 2.9 %

 Other

 - 0.0 %

 - 0.0 %

 Increase in valuation reserve

 - 2.8 %

 - 2.8 %

 Total provision for income taxes

 0.0 %

 0.0 %

 F- 17

 The components of our deferred
tax assets as of December 31, 2023, and 2022 consisted of the following:

 Schedule of deferred taxes

 2023

 2022

 Net operating loss carry forwards

 $
 136,459

 $
 108,790

 Less: valuation allowance

 ( 136,459
)

 ( 108,790
)

 Net deferred tax assets

 $
 –

 $
 –

 During the year ended
December 31, 2023, the valuation reserve increased $ 27,669
compared to an increase of $ 41,920
during the year ended December 31, 2022. In assessing the recovery of the deferred tax assets, management considers whether it is
more likely than not that the Company will not realize some portion or all of the deferred tax assets. The ultimate realization of
deferred tax assets depends on the generation of future taxable income in the periods when those temporary differences
become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and
tax planning strategies in making this assessment. As a result, management determined, as of December 31, 2023, that it was more
likely than not the deferred tax assets would not be realized.

 As noted above, we have
not filed any federal tax returns; however, we plan to bring our tax filings up to date as soon as possible.

 9.

 Agreement

 Effective March 21, 2021,
we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement
is one year. Under the agreement, we agreed to compensate SRAX with 125,000 shares of our common stock, which shares were issued on June
1, 2021. We valued the shares at $ 500,000 which was the fair market value of our stock on the date of the agreement and recorded a prepaid
expense for that amount.

 The parties agreed that SRAX
would begin providing the services in October 2021, as this would give our Company time to finalize the filing of public financial information
and give SRAX time to review such information in order to communicate our Company's story to the investing public most effectively.

 For the years ended December 31, 2023 and 2022, the value of the services provided by SRAX was $ nil and $ 334,000, respectively, which amounts are included as
a general and administrative expense in the accompanying Statement of Operations.

 10.

 Subsequent Events

 Convertible Promissory Note

 On January 31, 2023, we reached
an agreement with the noteholder of the Convertible Promissory Note to further extend the maturity date of the Note to August 1, 2023.
Under this further extension, we agreed among other things to issue the noteholder 1,000,000 shares of our common stock at a value of
$0.11 per share, which was the closing price of our stock on the date of the agreement.

 SRAX Agreement

 On February 10, 2023, we
entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement
is one year. Under the agreement, we agreed to compensate SRAX in shares of our common stock, valued at $265,000 as of the date of the
agreement. The market value of our stock on the agreement date was $0.1432 per share, which resulted in our obligation to issue SRAX 1,850,559
of our common shares.

 Igala/Waterford Agreements

 On March 2, 2023, we entered
into a consulting agreement with Igala Commonwealth Limited under which Igala agreed to provide web development and copywriting services
for the purpose of marketing our Company's products and services. The term of the agreement is one month, with an option to extend
upon mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 shares of our common stock, the
value of which is $72,000 based on the market value of our stock on the date of the agreement.

 F- 18

 Also on March 2, 2023, we
entered into a services agreement with Alta Waterford LLC, the owner of Igala. Under the agreement, Alta Waterford will provide investor
awareness services for a one-month term. The compensation for these services is $1,000.

 Private Placement Agreement

 On January 5, 2023, we entered
into a Private Placement Subscription Agreement with a non-related third party (the "Subscriber") under which the Subscriber
agreed to purchase 250,000 units, with each unit consisting of one share of our common stock and a warrant to purchase one additional
share. The consideration received was $25,000. The warrants are exercisable immediately at $0.10 per share, which was the fair market
value of our common stock on the date of the agreement.

 On April 28, 2023, we entered
into a Private Placement Subscription Agreement with a non-related third party (the "Subscriber") under which the Subscriber
agreed to purchase 250,000 units with each unit consisting of one share of our common stock and a warrant to purchase one additional share.
The consideration received was $25,000. The warrants are exercisable immediately at Par Value.

 Amendment to Articles of Incorporation

 On March 12, 2023, we amended
our Articles of Incorporation to increase the total number of authorized common shares to five hundred million (500,000,000), $0.00001
par value.

 Cancellation of Shares

 In February 2023, four stockholders
agreed to cancel a total of 2,145,000 shares of our common stock they held. We paid no consideration to the stockholders for the cancellation
of their shares.

 F- 19