Filing Details
- Accession Number:
- 0001199835-25-000062
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-05 19:00:00
- Filed By:
- Mark Walmesley
- Company:
- Lode-Star Mining Inc. (OTCMKTS:LSMG)
- Filing Date:
- 2025-03-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mark Walmesley | 9,960,545 | 101,875,415 | 9,960,545 | 101,875,415 | 111,835,960 | 32.0% |
| Lonnie S. Humphries | 2,530,339 | 109,305,621 | 2,530,339 | 109,305,621 | 111,835,960 | 32.0% |
| Lode-Star Gold, Inc. | 0 | 99,127,076 | 0 | 99,127,076 | 99,127,076 | 28.4% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
FinTrade Sherpa, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
540199106 (CUSIP Number) |
Mark Walmesley 13529 Skinner Road, Suite N Cypress, TX, 77429 (832) 371-6531 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 540199106 |
| 1 |
Name of reporting person
Mark Walmesley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
111,835,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 9,960,545 shares of common stock, par value $0.001 per share ("Common Stock"), of FinTrade Sherpa, Inc. (the "Company") held directly by Mr. Walmesley.
(2) Represents 101,875,415 shares of Common Stock of the Company beneficially owned by Mr. Walmesley's spouse. Mr. Walmesley may be deemed to have sole voting and/or dispositive power over the shares of Common Stock of the Company held by his spouse.
(3) Based on 349,294,600 shares of Common Stock of the Company outstanding following the consummation of certain transactions, as reported in the Company's Current Report on Form 8-K filed with the SEC on February 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 540199106 |
| 1 |
Name of reporting person
Lonnie S. Humphries | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
111,835,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents 2,530,339 shares of Common Stock of the Company held directly by Ms. Humphries.
(2) Represents (i) 99,127,076 shares of Common Stock of the Company held by Lode-Star Gold, Inc. ("LSG"), (ii) 200,000 shares of Common Stock of the Company held by the Lonnie S. Humphries Non-Exempt Trust, and (iii) 9,960,545 shares held by Ms. Humphries' spouse. Ms. Humphries may be deemed to have sole voting and/or dispositive power over the shares of Common Stock of the Company held by (a) LSG, as the sole owner of LSG, (b) the Lonnie S. Humphries Non-Exempt Trust, as Trustee of the trust, and (c) her spouse.
(3) Based on 349,294,600 shares of Common Stock of the Company outstanding following the consummation of certain transactions, as reported in the Company's Current Report on Form 8-K filed with the SEC on February 14, 2025.
SCHEDULE 13D
|
| CUSIP No. | 540199106 |
| 1 |
Name of reporting person
Lode-Star Gold, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
99,127,076.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Represents 99,127,076 shares of Common Stock of the Company held directly by LSG.
(2) Based on 349,294,600 shares of Common Stock of the Company outstanding following the consummation of certain transactions, as reported in the Company's Current Report on Form 8-K filed with the SEC on February 14, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
FinTrade Sherpa, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
13529 Skinner Road, Suite N, Cypress,
TEXAS
, 77429. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by Mark Walmesley, Lonnie S. Humphries and LSG. Mr. Walmesley, Ms. Humphries and LSG are referred to herein collectively as the "Reporting Persons" and individually as a "Reporting Person." |
| (b) | The business address of each Reporting Person is 13529 Skinner Road, Suite N, Cypress, Texas. |
| (c) | The present principal occupation of Mr. Walmesley is serving as President and Chief Executive Officer of the Company. The principal occupation of Ms. Humphries is serving as President of LSG. The business of LSG is to hold investments in securities of the Company. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Walmesley and Ms. Humphries are United States citizens. LSG is a Nevada corporation. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 14, 2025, the Company entered into a Debt Conversion Agreement with LSG, an entity controlled by Ms. Humphries, pursuant to which the Company and LSG settled aggregate debt of $169,644.71 owed by the Company to LSG through the conversion of the debt into 1,357,158 shares of Common Stock, based on a price per share of $0.125. | |
| Item 4. | Purpose of Transaction |
The securities covered by this Schedule 13D were acquired for investment purposes.
Mr. Walmesley currently serves as the (i) sole Director of the Company and (ii) President and Chief Executive Officer of the Company. As a director and officer of the Company, Mr. Walmesley may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Ms. Humphries currently serves as the President of LSG, which owns 28.38% of the Company. As an officer of LSG, Ms. Humphries may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
LSG owns 28.38% of the Company. As a significant shareholder of the Company, LSG may have influence over the corporate activities of the Company, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional shares of Common Stock or other securities of the Company, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Company, if any, beneficially owned by the Reporting Persons, in any manner permitted by law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5(a). |
| (b) | The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5(b). |
| (c) | On February 14, 2025, the Company entered into a Debt Conversion Agreement with LSG, an entity controlled by Ms. Humphries, pursuant to which the Company and LSG settled aggregate debt of $169,644.71 owed by the Company to LSG through the conversion of the debt into 1,357,158 shares of Common Stock, based on a price per share of $0.125. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement") with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The description of the Joint Filing Agreement contained in this Schedule 13D does not purport to be complete and is qualified in its entirety by the text of the Joint Filing Agreement, which is filed as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
As disclosed in Item 3 of the Schedule 13D, on February 14, 2025, the Company entered into a Debt Conversion Agreement with LSG, an entity controlled by Ms. Humphries, pursuant to which the Company and LSG settled aggregate debt of $169,644.71 owed by the Company to LSG through the conversion of the debt into 1,357,158 shares of Common Stock, based on a price per share of $0.125. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Debt Conversion Agreement, dated as of February 14, 2025, by and between the Company and LSG (incorporated by reference to Exhibit 10.05 of the Company's Current Report on Form 8-K filed on February 14, 2025).
Exhibit 2 - Joint Filing Agreement, dated as of February 21, 2025, by and among the Reporting Persons. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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