FORM 10-Q

Commission file number 000-53676

FINTRADE SHERPA, INC.

(Exact name of registrant as specified in its charter)

1 East Liberty Street, Suite 600

Reno, NV 89501

(Address of principal executive offices, including zip code.)

(775) 234-5443

(Telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. Yes þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 122,294,600 at May 14, 2025.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FINTRADE SHERPA, INC.
(FORMERLY LODE-STAR MINING INC.)

INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

FINTRADE SHERPA, INC.
(FORMERLY LODE-STAR MINING INC.)

BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these unaudited interim financial statements.

FINTRADE SHERPA, INC.
(FORMERLY LODE-STAR MINING INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited interim financial statements.

FINTRADE SHERPA, INC.
(FORMERLY LODE-STAR MINING INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited interim financial statements.

FINTRADE SHERPA, INC.
(FORMERLY LODE-STAR MINING INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

The accompanying notes are an integral part of these unaudited interim financial statements.

FINTRADE SHERPA, INC.

(FORMERLY LODE-STAR MINING INC.)

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

FINTRADE SHERPA, INC.

(FORMERLY LODE-STAR MINING INC.)

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report. In addition to historical financial information, the following discussion includes certain forward-looking statements that reflect our plans, estimates, and our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results

New Business

Asset Purchase Agreement

On February 14, 2025, the Company entered into an Asset Purchase Agreement whereby the Company agreed to purchase from a third-party (the “Seller”) rights, title, and interest in and to certain intellectual property, rights and derivative works, including improvements, modifications, creations and enhancements created by the Seller using artificial intelligence (“AI”) models. As consideration, the Company agreed to issue 227,000,000 common shares of the Company. At March 31, 2025, the transaction has not closed and no shares have been issued in connection with the asset purchase agreement.

 License Agreement

 In connection with the Asset Purchase Agreement, the Company entered into a License Agreement that grants the Company an exclusive worldwide license to use certain AI technology. Under the License Agreement, the Company agreed to pay a total license fee of $440,000. Payable in monthly installments of $5,000. Upon full payment, the license automatically converts into a perpetual, fully paid-up and irrevocable worldwide license. As at March 31, 2025, the Company has not made any monthly installments.

 Software Development Agreement

 In connection with the Asset Purchase Agreement, the Company entered into an agreement with a group of software specialists to carry out certain software development activities on the Company’s behalf. In exchange for such services, the Company agreed to pay $123,000 within five days after the receipt by the Company of proceeds from equity financing of the Company from which the Company receives aggregate gross proceeds of not less than $200,000.  As at March 31, 2025, no amounts have been paid.

Lock-Up and Leak-Out Agreements

In connection with the Asset Purchase Agreement, the Company entered into Lock-Up and Leak-Out Agreements with the associated parties of the agreements on February 12, 2025 the parties agreed not to sell or engage in similar transactions with respect to any common stock other than shares received pursuant to the Asset Purchase Agreement for a period of 180 days after the closing on February 14, 2025. After the expiration of such period, the parties may transfer up to 20% of the shares received pursuant to the Asset Purchase Agreement every 60 days.

Funding

All of our ongoing operations have continued to be funded by monies advanced to us by Lode-Star Gold INC. (LSG) our largest shareholder. We do not currently have enough funds to carry out our entire plan of operations, so we intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. There is no assurance that we will be successful in completing any such financings.

If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options, although we cannot provide any assurance that any such options will be available to us or on terms reasonably acceptable to us. Regardless, our current cash reserves and working capital will not be sufficient for us to sustain our business for the next 12 months, even if we decide to scale back our operations.

Intellectual Property

We do not have any intellectual property.

Personnel

We have no employees. Our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director and Secretary Mark Walmesley, receives no compensation for his services. We expect to continue to use outside consultants, advisors, attorneys and accountants as necessary.

Going Concern

There is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues to-date and we cannot currently estimate the timing of any possible future revenues. Our only source of cash at this time is from loans or investments by others in our common stock.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the period ended March 31, 2025 which are included above in Part I, Item 1.

Revenues

We had no operating revenues during the three months ended March 31, 2025 and 2024. We recorded a net loss of $153,112 for the current quarter and have an accumulated deficit of $4,558,427.

Expenses

Notable year over year differences in expenses for the first quarter are as follows:

The increase in the first quarter of 2025 is related to higher professional expenses for accounting and legal fees offset by a gain in foreign exchange fees.

Balance Sheets at March 31, 2025, and December 31, 2024

Items with notable period-end differences are as follows:

The increase in accounts payable is due to professional expenses incurred for accounting and legal fees offset with lower related parties payable due to the conversion of debt to shares.

Liquidity and Capital Resources

At March 31, 2025, our total assets were $800 and our total liabilities were $152,769. Our working capital deficiency at March 31, 2025, and December 31, 2024, and the changes between those dates were as follows:

The decrease in our working capital deficiency from December 31, 2024, to March 31, 2025, was due to cash outflow from operating activities. 

We have yet to generate any revenues from our business operation and our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares or loans, which have been our principal sources of working capital so far. For the foreseeable future, we will have to continue to rely on those sources for funding. We have no assurance that we can successfully engage in any further private sales of our securities or that we can obtain any additional loans.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective, due to the size and nature of the existing business operation. Given the size of our current operation and existing personnel, the opportunity to implement disclosure control procedures is limited. Until the organization can increase sufficiently in size to warrant an increase in personnel required to effectively execute and monitor formal disclosure control procedures, those formal procedures will not be implemented. Given the current size of the organization, there are not significant levels of supervision, review, independent directors or a formal audit committee.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item. Our business is subject to risks inherent in the establishment of a new business enterprise, including, without limitation, the items listed in Item 1A RISK FACTORS in our report filed on Form 10-K for the year ended December 31, 2024.

At present the Company has minimal risk related to Cybersecurity as no operational business is conducted on the internet or available through the internet.

Cybersecurity risk management will be an integral part of our overall enterprise risk management efforts once the Company has determined how and what security measures will need to be deployed. No enterprise risk can be eliminated entirely. We will seek to mitigate as much risk as possible and manage the remaining financial risk through a cyber insurance policy. The Company has chosen the National Institute of Standards (NIST) for its base framework because it is compatible with certain risk management business functions required by customers and US Government oversight. Controls in the SP 800-53 catalog will be tailored-in based on governance found in SP 800-171, internally determined IT General Controls, and industry best practices to create a balanced approach protecting confidentiality, integrity, and availability.

Governance

Our Board of Directors has primary responsibility for evaluating cybersecurity risk management, overseeing our major cybersecurity risk exposures and the steps management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, as well as oversight of compliance related to legal and regulatory exposure.

The “to be newly formed” management positions responsible for assessing and managing cybersecurity risks will be a Director of Cybersecurity and a Chief Information Officer (“CIO”), who will report directly to our CFO. Presently our CFO is undertaking the actions of both the Director of Cybersecurity and CIO. The CIO will be responsible for ensuring that we have a cybersecurity risk management program in place that is fully aligned with business requirements and strategy

We had no unregistered sales of securities during the three months ended March 31, 2025.

Other than as disclosed above and in previous reports filed with the SEC, we have not issued any equity securities that were not registered under the Securities Act within the past three years.

The following documents are included herein:

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15th day of May 2024.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

EXHIBIT INDEX