BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background United States  Amount Borrowed (2023 estimate): The check-cashing and payday-loan services industry in the U.S. generated approximately $21.4 billion of revenue in 2023. This figure serves as a close proxy for total new payday‐loan originations since the vast majority of industry revenue comes directly from borrower fees and interest. https://www.ibisworld.com/united-states/market-size/check-cashing-payday-loan-services/5408/ South Africa According to the National Credit Regulator’s (NCR) Q4 2023 Consumer Credit Market Report :  Unsecured Credit (Q4 2023): Outstanding new unsecured credit agreements reached R 24.76 billion in the quarter ending December 2023.

BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background Consumer Lending and Credit Management Industry – United States The consumer lending and alternative financial services industry in the United States represents a significant market segment that includes payday lending, installment lending, check cashing, and other short-term consumer finance products. According to IBISWorld, the U.S. check-cashing and payday-loan services industry generated approximately $21.4 billion in revenue during 2023, reflecting continued consumer demand for short-term and alternative credit products and related financial services.

BUSINESS Organization We were incorporated in the state of Nevada on July 8, 2015. On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background United States  Amount Borrowed (2023 estimate): The check-cashing and payday-loan services industry in the U.S. generated approximately $21.4 billion of revenue in 2023. This figure serves as a close proxy for total new payday‐loan originations since the vast majority of industry revenue comes directly from borrower fees and interest. https://www.ibisworld.com/united-states/market-size/check-cashing-payday-loan-services/5408/ South Africa According to the National Credit Regulator’s (NCR) Q4 2023 Consumer Credit Market Report :  Unsecured Credit (Q4 2023): Outstanding new unsecured credit agreements reached R 24.76 billion in the quarter ending December 2023.

On November 4, 2015, we conducted the Share Exchange with Rent Pay, which became our wholly owned subsidiary Industry Background Consumer Lending and Credit Management Industry – United States The consumer lending and alternative financial services industry in the United States represents a significant market segment that includes payday lending, installment lending, check cashing, and other short-term consumer finance products. According to IBISWorld, the U.S. check-cashing and payday-loan services industry generated approximately $21.4 billion in revenue during 2023, reflecting continued consumer demand for short-term and alternative credit products and related financial services. While the Company is not currently engaged in consumer lending operations within the United States, it believes the U.S. consumer finance and credit management market may present future opportunities for expansion of its software platforms, technology solutions, and related financial services offerings.

Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. COMPARATIVE RESULTS FOR FISCAL YEARS 20254 AND 2024 Results of Operations: For the year ended February 28, 2025 and February 29, 2024 Revenues Our revenues for the years ended February 28, 2025 and February 29, 2024 were $715,269 and 1,394,408, respectively, reflecting decreased revenues of $679,139, which decreased revenues are primarily attributable to the loss of a large customer who had contributed a significant portion of our revenue in the prior period. 20 Net Profit/Net Loss We had a net loss of $540,062 for the year ended February 28, 2025 and $726,191 for the year February 29, 2024, respectively, reflecting a decreased net loss of $186,129, which decreased net loss is primarily…

Management does not believe that any other recently issued, but not effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. COMPARATIVE RESULTS FOR FISCAL YEARS 2026 AND 2025 Results of Operations: For the year ended February 28, 2026 and February 28, 2025 Revenues Our revenues for the years ended February 28, 2026 and February 28, 2025 were $746,311 and $715,269, respectively, reflecting increased revenues of $31,042, which increased revenues are primarily attributable to the growth in transactional revenue in our South African operations . 22 Net Profit/Net Loss We had a net loss of $1,406,623 for the year ended February 28, 2026 and $540,062 for the year February 28, 2025, respectively, reflecting an increased net loss of $866,561, which increased net loss is primarily attributable to the $904,400 loss on settlement of debt recognized during fiscal 2026, together with increased interest expense and higher general and administrative expenses, partially offset by improved gross profit margins.

Some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement, or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, financial condition, cash flows and results of operations. Recent economic trends could adversely affect our financial performance.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this report. Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to the following: Risks Related to Our Financial Condition and Need for Additional Capital ● We have incurred an accumulated net loss of $91.4 million since inception, which raises substantial doubt about our ability to continue as a going concern. ● We have substantial secured indebtedness outstanding, and if we are unable to service our debt, our secured creditors could seize and liquidate our assets. ● We do not expect our current cash position to be sufficient to fund operations and service our debt for the next 12 months, and additional capital may not be available on acceptable terms, if at all. ● Any future fundraising may be dilutive to existing stockholders and may impose restrictive covenants that limit our operational flexibility.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate operations. We do not expect that our current cash position will be sufficient to fund our current operations and service our current debt obligations for the next 12 months. Our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding or a combination of these approaches.

Summary of Risk Factors Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to the following: Risks Related to Our Financial Condition and Need for Additional Capital ● We have incurred an accumulated net loss of $91.4 million since inception, which raises substantial doubt about our ability to continue as a going concern. ● We have substantial secured indebtedness outstanding, and if we are unable to service our debt, our secured creditors could seize and liquidate our assets. ● We do not expect our current cash position to be sufficient to fund operations and service our debt for the next 12 months, and additional capital may not be available on acceptable terms, if at all. ● Any future fundraising may be dilutive to existing stockholders and may impose restrictive covenants that limit our operational flexibility. Risks Related to Our Business and Operations ● We have a limited operating history and a history of net operating losses, and we depend on continued access to capital and clinic revenue growth to fund our operations. ● The fertility and ART services industry is highly competitive, and new providers, technologies, or techniques could erode our market share, patient volume, and pricing power. ● Our growth strategy depends on identifying and successfully completing and integrating fertility clinic acquisitions, and we may fail to realize expected synergies or encounter unanticipated liabilities. ● We are heavily dependent on key executives, physicians, embryologists, and clinical personnel whose loss could materially harm our operations. ● Certain of our fertility clinics operate as joint ventures with medical partners who may fail to perform their obligations or seek to terminate their agreements. ● We face significant litigation exposure from medical malpractice, errors in handling reproductive materials, and product liability claims, which may exceed our insurance coverage. ● We rely on a single third-party manufacturer for INVOcell production, and any disruption in supply or product quality failure could limit our growth and harm our reputation. ● Our intellectual property rights may be challenged or circumvented, and we may be subject to costly third-party infringement claims.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This discussion includes certain forward-looking statements about our business and our expectations, including statements relating to revenues, international revenues, revenue growth rates, gross margin, operating expenses, amortization expense, earnings per share, available cash and operating cash flow. Any such statements are subject to risk that could cause the actual results to vary materially from expectations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This discussion includes certain forward-looking statements about our business and our expectations, including statements relating to revenues, international revenues, revenue growth rates, gross margin, operating expenses, amortization expenses, earnings per share, available cash and operating cash flow. Any such statements are subject to risk that could cause the actual results to vary materially from expectations.

It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels. Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated as a $57.7 billion global market in 2023 according to the Instant Noodles Global Market Report 2024. The Company’s innovative technology was used in the development of its first vertical, ramen noodles.

It entered the market with ready-to-eat meals, featuring 20 grams of complete plant-based protein per serving, distributed through both retail and institutional/foodservice channels. Borealis Foods’ innovative model and products have allowed it to appeal to a broad range of consumers, positioning it to compete directly in the global ramen market, which was estimated to be in excess of $60 billion global market in 2025-2026 according to industry reports, including the Instant Noodles Global Market Report 2026 published by The Business Research Company. The Company’s innovative technology was used in the development of its first vertical, ramen noodles.

Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in over approximately 28,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertson, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Located in Saluda, South Carolina, the factory is one of the largest and most advanced ramen noodle producers in North America. With a widespread presence, Borealis Foods’ products are currently available in approximately 30,000 points of distribution primarily in the U.S., Canada, Mexico, and Latin America. The products can be found across several channels of mass merchandisers (Walmart), club stores (Costco and Sam’s Club), limited assortments retailers (Aldi and Publix), traditional supermarkets (Albertsons, Winn-Dixie, and Save Mart), regional retailer channels, and e-commerce distributors (Amazon, Walmart.com and Instacart).

Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Holders As of December 31, 2024, there were 4 holders of record of our common stock and, 9,948,330 shares of our common stock were issued and outstanding. Dividends We have not declared or paid any cash dividends since inception.

Our transfer agent is Globex Transfer, LLC, located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. Holders As of the latest practicable date, there were 4 holders of record of our common stock and 9,948,330 shares of our common stock were issued and outstanding. Dividends We have not declared or paid any cash dividends since inception.

Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Net Revenues We generated $Nil in revenues and incurred $Nil in cost of sales for the years ended December 31, 2024 and 2023. Selling, General and Administrative Expense During the year ended December 31, 2024, we incurred $43,158 in general and administration expenses compared to $30,500 in general and administration expenses for the year ended December 31, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report. Selling, General and Administrative Expense During the year ended December 31, 2025, we incurred $34,659 in general and administrative expenses compared to $43,158 in general and administrative expenses for the year ended December 31, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

Results of Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Net Revenues We generated $Nil in revenues and incurred $Nil in cost of sales for the years ended December 31, 2024 and 2023. Selling, General and Administrative Expense During the year ended December 31, 2024, we incurred $43,158 in general and administration expenses compared to $30,500 in general and administration expenses for the year ended December 31, 2023. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report. Selling, General and Administrative Expense During the year ended December 31, 2025, we incurred $34,659 in general and administrative expenses compared to $43,158 in general and administrative expenses for the year ended December 31, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional service fees.

Section 1350 Furnished Herewith 32.2 Certification pursuant to 18 U.S.C. TOYOTA MOTOR CREDIT CORPORATION (Registrant) Date: June 3, 2025 By /s/ Scott Cooke Scott Cooke President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements 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 dates indicated. Signature Title Date /s/ Scott Cooke Director, Chairman of the Board of Directors June 3, 2025 Scott Cooke President and Chief Executive Officer (Principal Executive Officer) / s / James Schofield Group Vice President and June 3, 2025 James Schofield Chief Financial Officer (Principal Financial Officer) /s / Brittany Baird Vice President and June 3, 2025 Brittany Baird Chief Accounting Officer (Principal Accounting Officer) /s/ Alec Hagey Director, Senior Vice President and…

Section 1350 Furnished Herewith 32.2 Certification pursuant to 18 U.S.C. TOYOTA MOTOR CREDIT CORPORATION (Registrant) Date: June 2, 2026 By /s/ Alec Hagey Alec Hagey President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements 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 dates indicated. Signature Title Date /s/ Alec Hagey Director, Chairman of the Board of Directors June 2, 2026 Alec Hagey President and Chief Executive Officer (Principal Executive Officer) /s/ Tellis Bethel Senior Vice President and June 2, 2026 Tellis Bethel Chief Financial Officer (Principal Financial Officer) /s/ Carlos Adrian Gruebler Interim Chief Accounting Officer June 2, 2026 Carlos Adrian Gruebler (Principal Accounting Officer) /s/ Taku Chikazawa Director and Treasurer June 2, 2026 Taku Chikazawa Director Hiroyoshi Korosue Director Tetsuo Ogawa /s/ Mark S.

TOYOTA MOTOR CREDIT CORPORATION (Registrant) Date: June 3, 2025 By /s/ Scott Cooke Scott Cooke President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements 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 dates indicated. Signature Title Date /s/ Scott Cooke Director, Chairman of the Board of Directors June 3, 2025 Scott Cooke President and Chief Executive Officer (Principal Executive Officer) / s / James Schofield Group Vice President and June 3, 2025 James Schofield Chief Financial Officer (Principal Financial Officer) /s / Brittany Baird Vice President and June 3, 2025 Brittany Baird Chief Accounting Officer (Principal Accounting Officer) /s/ Alec Hagey Director, Senior Vice President and June 3, 2025 Alec Hagey Chief Operations Officer /s/ Taku…

TOYOTA MOTOR CREDIT CORPORATION (Registrant) Date: June 2, 2026 By /s/ Alec Hagey Alec Hagey President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements 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 dates indicated. Signature Title Date /s/ Alec Hagey Director, Chairman of the Board of Directors June 2, 2026 Alec Hagey President and Chief Executive Officer (Principal Executive Officer) /s/ Tellis Bethel Senior Vice President and June 2, 2026 Tellis Bethel Chief Financial Officer (Principal Financial Officer) /s/ Carlos Adrian Gruebler Interim Chief Accounting Officer June 2, 2026 Carlos Adrian Gruebler (Principal Accounting Officer) /s/ Taku Chikazawa Director and Treasurer June 2, 2026 Taku Chikazawa Director Hiroyoshi Korosue Director Tetsuo Ogawa /s/ Mark S. Templin 120 EX-23.1 2 ck0000834071-ex23_1.htm EX-23.1 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No.

References herein to the “Company”, “we”, “our”, and “us” denote TMCC and its consolidated subsidiaries. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, Mazda Financial Services (“MFS”), and Bass Pro Shops Financial Services.</span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our business is substantially dependent upon the sale of Toyota, Lexus, and private label vehicles.</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> </span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our products and services fall primarily into the following categories:</span></p><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times…

References herein to the “Company”, “we”, “our”, and “us” denote TMCC and its consolidated subsidiaries. TMCC is marketed under the brands of Toyota Financial Services, Lexus Financial Services, and Bass Pro Shops Financial Services.</span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">We provide a variety of finance and voluntary vehicle and payment protection products and services to authorized Toyota and Lexus dealers or dealer groups, private label dealers or dealer groups, and, to a lesser extent, other domestic and import franchise dealers (collectively referred to as “dealers”) and their customers in the United States of America (the “U.S.”) and Puerto Rico. Our business is substantially dependent upon the sale of Toyota, Lexus, and private label vehicles.</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> </span></p><p style="font-size:10pt;margin-top:6pt;font-family:Times New Roman;margin-bottom:0;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;">Our products and services fall primarily into the following categories:</span></p><div class="item-list-element-wrapper" style="margin-left:4.537%;display:flex;margin-top:6pt;justify-content:flex-start;align-items:baseline;margin-bottom:0;min-width:4.537%;text-align:left;"><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:4.752626672113803%;word-break:keep-all;display:inline-flex;justify-content:flex-start;">•</span><div style="display:inline;"><span style="color:#000000;white-space:pre-wrap;font-weight:bold;font-size:10pt;font-family:Times New Roman;font-style:italic;font-kerning:none;min-width:fit-content;">Finance Operations</span><span style="color:#000000;white-space:pre-wrap;font-size:10pt;font-family:Times New Roman;font-kerning:none;min-width:fit-content;"> – We acquire retail installment sales contracts from dealers in the U.S. and Puerto Rico (“retail contracts”) and leasing contracts accounted for as operating leases (“lease contracts”) from dealers in the U.S.