UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25 |
SEC FILE NUMBER |
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000-53676 |
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CUSIP NUMBER |
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NOTIFICATION OF LATE FILING |
540199106 |
| (Check one): |
o Form 10-K o Form
20-F o Form 11-K x Form
10-Q o Form 10-D o Form
N-CEN o Form N-CSR |
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For Period Ended: March 31, 2026
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
For the Transition Period Ended: ____________________ |
Read Instruction
(on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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| FinTrade Sherpa, INC. |
| Full Name of Registrant |
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| Former Name if Applicable |
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| 1 East Liberty Street, Suite 600 |
| Address of Principal Executive Office (Street and Number) |
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| Reno, NV 89501 |
| City, State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x |
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and |
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(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
The
Company is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 within the prescribed time period without
unreasonable effort or expense.
During the reporting period, the Company began undergoing changes in its executive leadership and board
composition to be more suitable to the needs of the Company, including the pending appointment of new officers and directors. As part
of the aforementioned change, the Company, accepted the resignation of its auditor. The transition to a new auditor has required additional
time for onboarding, review of prior-period workpapers, and completion of required audit procedures.
These changes have required additional internal
review, re-evaluation of certain disclosures, and coordination among new management personnel, which has further delayed the completion
of the financial statements and related disclosures.
The Company is working diligently to finalize
the audit and complete all required sections of the Form 10-Q and expects to file the report within the extension period provided under
Rule 12b-25.
Additional
time is required to complete the preparation and review of the Company’s financial statements and related disclosures, including
the accounting and disclosure review relating to recent financing transactions.
PART IV — OTHER INFORMATION
| (1) |
Name and telephone number of the person to contact in regard to this
notification |
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Mark Walmesley |
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(775) |
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234-5443 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
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Yes x NO o |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? |
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Yes o NO x |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
FinTrade Sherpa, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: |
May 18, 2026 |
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By: |
/s/ Mark
Walmesley |
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Name: |
Mark Walmesley |
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Title: |
President |
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
