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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) January 23, 2026
FinTrade
Sherpa, Inc.
(Exact name of small business issuer as
specified in its charter)
| Nevada |
|
000-53676 |
|
47-4347638 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
|
1 East Liberty Street, Suite
600
Reno, NV 89501 |
|
89501 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 775-234-5443
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a
Material Definitive Agreement.
Asset Purchase Agreement
As disclosed on February 12, 2025,
FinTrade Sherpa Inc. (Formerly Lode-Star Mining Inc.), a Nevada corporation (the “Company”), entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) with Tarka L’Herpiniere (the “Seller”),
pursuant to which the Company agreed to purchase from the Seller all of the Seller’s rights, title and interest in and to certain
intellectual property, intellectual property rights and derivative works, including improvements, modifications, creations and enhancements
created by the Seller using AI models licensed from Predictive Technology, LLC, a Colorado limited liability company (“Predictive”),
relating to software and technology (collectively, the “Purchased Assets”). As consideration for the purchase of the
Purchased Assets, the Company agreed to issue 227,000,000 shares of common stock, par value $0.001 per share (“Common Stock”),
of the Company to the Seller, or any person designated by the Seller (each, a “Designee” and collectively, the “Designees”),
provided that such Designee completes and duly executes and delivers to the Company an investor questionnaire that, among other things,
certifies that such Designee is an “accredited investor” under Regulation D promulgated under the Securities Act of 1933,
as amended (the “Securities Act”). Pursuant to the terms and conditions of the Asset Purchase Agreement, the Company
agreed to provide “piggyback” registration rights to the Seller and each Designee for a period of 12 months commencing on
the Closing Date (as defined below) with respect to the shares issued pursuant to the Asset Purchase Agreement. The transactions contemplated
by the Asset Purchase Agreement (collectively, the “Transactions”) closed on February 14, 2025 (the “Closing
Date”).
Item 3.02 Unregistered Sales of
Equity Securities.
On January 23, 2026 the Company issued
the 227,000,000 shares as noted above.
In connection with the asset acquisition
described in Item 1.01, the Company issued the shares of its common stock to the sellers. This issuance was exempt from registration
under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, as a transaction not involving a public offering.
Security Ownership
of Certain Beneficial Owners and Management
The following table sets forth information
regarding the beneficial ownership of our Common Stock immediately following the consummation of the Transactions by:
• each person who is the beneficial
owner of more than 5% of issued and outstanding our Common Stock;
• each of our current executive
officers and directors; and
• all executive officers and
directors of the Company as a group.
Beneficial ownership is determined
according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable
within 60 days. The beneficial ownership of Company Common Stock is based on 351,054,600 shares of Common Stock issued and outstanding
immediately following the consummation of the Transactions.
| Name and Address of Beneficial Owner |
Common Shares |
Ownership |
| Mark Walmesley (3) |
9,960,545 |
2.84% |
| Lonnie S. Humphries (4) |
101,857,415 |
29.01% |
| Thea Evans (5) |
22,860,000 |
6.51% |
| Oliver Willett (6) |
26,908,125 |
7.67% |
| Richard Willett (7) |
26,908,125 |
7.67% |
| Tarka L’Herpiniere (8) |
20,478,750 |
5.83% |
(1) Unless otherwise indicated, the address of all named persons
is 13529 Skinner Road, Suite N, Cypress, Texas 77429.
(2) Based on 351,054,600 shares of our common stock issued
and outstanding effective on the Closing Date effective immediately after the closing of the Transactions.
(3) Mark Walmesley serves as our sole executive officer and
our sole director. Includes (i) 9,960,545 shares held directly by Mr. Walmesley, and (ii) 101,875,415 shares beneficially owned directly
or indirectly by Mr. Walmesley’s spouse, Lonnie S. Humphries.
(4) Lonnie S. Humphries is the spouse of our sole officer
and director, Mark Walmesley. Includes (i) 99,127,076 shares held directly by LSG, which is owned 100% by Ms. Humphries, (ii) 200,000
shares held directly by the Lonnie S. Humphries Non-Exempt Trust and (iii) 2,530,339 shares held directly by Ms. Humphries.
(5) The address of Thea Evans is 182 Chemin du Bien Etre,
Villecroze, 83690, FR
(6) The address of Oliver Willett is 243 Route Couttet Champion,
74400 Chamonix-Mt-Blanc, FR
(7)The address of Richard Willett is 96 Kokopell Lane, Philipsburg,
MT 59858, USA
(8)The address of Tarka L’Herpiniere is 1 Rue des Maries,
Montaignac, 19300, FR
The foregoing description of the Asset
Purchase Agreement is qualified in its entirety by the full text of the Asset Purchase Agreement, a copy of which is available on the
8K filing made February 12, 2025.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release issued by FinTrade Sherpa Inc. on January 23, 2026 |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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FinTrade Sherpa INC. |
|
| |
|
|
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| Date: January 23, 2026 |
By: |
/s/ Mark Walmesley |
|
| |
|
Mark Walmesley |
|
| |
|
Chief Executive Officer |
|
