UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒ Annual

Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Forthe fiscal year ended December 31, 2024

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For

the transition period from __________ to __________

Commission file number: 333-276233

Tradewinds Universal

(Exactname of registrant as specified in its charter)

———————

Wyoming	2000	87-4254479
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(Primary Standard Industrial<br><br> <br>Classification Code Number)	(I.R.S. Employer Identification<br><br> <br>Code Number)

501 Mercury LaneBrea, CA. 92821855-434-4488TradewindsUniversal.comAndrewreadtw@gmail.com

(Address and telephone number of registrant's principal executive offices and principal place of business)

Buffalo Registered Agents LLC401 N Main StreetBuffalo, WY 82834855-434-4488

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒

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

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
(Do not check if a smaller reporting company)		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 7(a)(2)(B) of the Securities Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value, computed by reference to the price at which the registrant's common equity was last sold, of the 9,970,000 shares of common stock held by non-affiliates of the issuer on such date was $0.

As of March 31, 2025, the Company is not yet trading on any exchanges.

The registrant had 32,170,000 shares of common stock, par value $0.001 per share, outstanding.

Documents incorporated by reference: None

TABLE OF CONTENTS

		PAGE
Part I
ITEM 1	Business	3
ITEM 1A	Risk Factors	7
ITEM 1B	Unresolved Staff Comments	7
ITEM 1C	Cybersecurity	7
ITEM 2	Properties	7
ITEM 3	Legal Proceedings	7
ITEM 4	Mine Safety Disclosures	7
Part II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
ITEM 6	Selected Financial Data	7
ITEM 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	11
ITEM 8	Financial Statements and Supplementary Data	F-1<br>- F-11
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
ITEM 9A	Controls and Procedures	12
ITEM 9B	Other Information	12
ITEM 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	12
Part III
ITEM 10	Directors, Executive Officers and Corporate Governance	13
ITEM 11	Executive Compensation	13
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	14
ITEM 14	Principal Accountant Fees and Services	14
Part IV
ITEM 15	Exhibits and Financial Statement Schedules	15
	Signatures	16

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

In this annual report, references to “TRADEWINDS”, or “the Company,” or “we,” or “us,” and “our” refer to TRADEWINDS UNIVERSAL. Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk.” They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

Belowis a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not addressall of the risks and uncertainties that we face. The below summary is qualified in its entirety by that more complete discussion of suchrisks and uncertainties. You should consider carefully the risks and uncertainties as part of your evaluation of an investment in oursecurities.

-	We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
-	Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
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-	The COVID-19 outbreak caused disruptions in our development operations, which have resulted in delays in existing projects and may have additional negative impacts on our operations.
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-	Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.
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-	We have not generated positive cash flow from operations and our ability to generate positive cash flow is uncertain. If we are unable to generate positive cash flow or obtain sufficient capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.
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-	We will require additional capital to support business growth and this capital might not be available on acceptable terms, if at all.
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-	We depend upon key personnel and need additional personnel.
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-	Our business requires substantial capital and if we are unable to maintain adequate cash flows from operations our profitability and financial condition will suffer and jeopardize our ability to continue operations.
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-	There is currently no public market for our common stock. Failure to further develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your stock.
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-	If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
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| --- | | - | Because we plan to be quoted on the OTC QB marketplace instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares. | | --- | --- | | - | Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders. | | --- | --- | | - | We have not paid dividends in the past and have no immediate plans to pay cash dividends. | | --- | --- | | - | Shares eligible for future sale may adversely affect the market for our Common Stock. | | --- | --- | | - | You may experience future dilution as a result of future equity offerings. | | --- | --- | | - | Our charter documents and Wyoming law may inhibit a takeover that stockholders consider favorable. | | --- | --- | | - | There are limitations on director/officer liability. | | --- | --- | | - | Penny stock regulations may impose certain restrictions on marketability of our securities. | | --- | --- | | - | FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. | | --- | --- |

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Item 1. Description of Business

Overview

Corporate History

The Company was incorporated in Wyoming on December 28, 2021, with a mission to develop, manufacture, and distribute nutrient-based edible insect foods under the brand "Universal Protein (UP)," also known as UP Proteins. The product line includes protein bars, shakes, and various nutritional foods, snacks, and beverages. Additionally, the Company has acquired a proprietary formula for the development, manufacturing, and distribution of dog treats designed to alleviate pain.

BUSINESS OVERVIEW

The Company focuses on identifying market opportunities and strategic partnerships for its product offerings. Our primary emphasis is on the formulation, manufacturing, marketing, and distribution of UP Proteins nutritional products, which include protein bars, powders, drinks, cookies, and other health-conscious items. These products feature human-grade protein sourced from insects, aligning with our commitment to sustainable and innovative nutrition. The acronym "UP" (Universal Protein) reflects our vision of delivering high-quality, eco-friendly protein alternatives.

Edible insects provide substantial nutritional benefits, including high levels of vitamin B12, iron, zinc, fiber, essential amino acids, omega-3 and omega-6 fatty acids, and antioxidants. Beyond individual health benefits, incorporating edible insects like crickets into the human diet supports environmental sustainability by reducing greenhouse gas emissions, minimizing the use of agricultural land and water, and potentially helping in the management of chronic conditions such as autoimmune diseases, diabetes, cancer, and cardiovascular diseases.

After selling our entire inventory of protein bar SKUs, we are currently assessing market reception and evaluating potential business models. We are also exploring new copackers to secure more competitive pricing and are in the process of developing a third SKU to further expand our protein bar offerings. This includes white labeling our proprietary formulas and licensing rights for various territories. As of now, we have not resumed the manufacturing or sale of our protein bars.

In addition to human nutrition, the Company has created a proprietary formula for dog pain relief treats. Last year, we successfully sold the exclusive licensing rights for this formula in Mexico, and we are currently exploring white labeling and expanded licensing opportunities in other markets.

Through these initiatives, we remain committed to delivering sustainable, health-conscious solutions for human and pet nutrition while strategically expanding our market presence.

As part of our growth strategy, we introduced an affiliate commission program last year. We plan to expand it to enhance our market reach and sales performance.

Furthermore, as part of our long-term strategic direction, we are actively exploring opportunities in the green business sector**,** which includes industries and enterprises that prioritize environmental sustainability and eco-friendly practices while generating economic value. These are businesses that aim to reduce environmental impact, conserve natural resources, and promote sustainable development. However, at this time, no definitive plans have been established.

Sales

The Company is currently generating revenue through the sale of its UP Protein products and distribution rights for specific territories. These rights are purchased in advance of product completion to secure exclusive access to the designated regions. Additionally, last year, we sold the licensing rights for our dog pain relief product in Mexico and generated income from our affiliate commission program.

Industry

The Global Edible Insects Market was estimated to reach $1.8 billion in 2025. In terms of value, the edible insect market is expected to grow at a CAGR (compound annual growth rate) of 26.5% from 2020 to 2027, reaching $4.63 billion by 2027. Moreover, in terms of volume, the edible insect market is expected to grow at a CAGR of 28.5% from 2020 to 2027, reaching 13,988,626 tons by 2027.

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Aspire Food Group, once a provider of insect snacks online, now focuses on cricket protein powder and is reportedly the largest supplier in the ingredients space. Aspire reports that about 80% of its cricket protein inventory is used for pet food, but it is designed to be edible for humans as well, with a growing interest in its use as a food ingredient. Aspire has also established a production facility in Ontario, Canada, capable of producing 20,000 metric tons of food-grade cricket protein and frass (cricket waste used for fertilizer) per year.

Significant capital is flowing into the insect protein space. Aspire has raised $21.6 million in funding, according to Crunchbase data. Consumers are also showing increased interest in alternative protein sources beyond traditional beef, pork, and chicken. According to Barclays, the edible insect industry could be worth $8 billion by 2030, up from under $1 billion last year.

The plant-based meat market generated revenue of $4.2 billion globally in 2018, driven primarily by companies such as Impossible Foods and Beyond Meat. According to Grand View Research, the global insect protein market was worth $250 million in 2020 and is projected to grow at a CAGR of 27.4% from 2021 to 2028.

Competition

Some of the key competitors in the edible insect market include:

Protifarm Holding NV
EntomoFarms
Haocheng Mealworms Inc.
Agriprotein (Insect Technology Group Holdings U.K. Ltd.)
Ynsect SAS
Deli Bugs Ltd.
Hargol FoodTech
Aspire Food Group
All Things Bugs, LLC
Tiny Farms
Global Bugs Asia Co., Ltd.
Beta Hatch Inc.
EntoCube Ltd.
Rocky Mountain Micro Ranch
Armstrong Cricket Farm Georgia
EnviroFlight Corporation
SFly Comgraf SAS
Hexafly
F4F SpA
Protix B.V.
InnovaFeed
Nutrition Technologies Group
Protenga Pte Ltd.
nextProtein S.A.S.
Protix Ynsect Innovafeed

Some of these companies will serve as suppliers for UP Proteins. With a readily available variety of insect sources, UP Proteins will be able to negotiate an ample supply while benefiting from cost reductions as production facilities expand.

UP Protein Nutrition Products

Product Description

UP Proteins offers high-protein energy products made with premium ingredients. All UP Proteins products are:

Non-GMO
Non-Dairy
Gluten-Free
Low in sugar, containing only natural sweeteners from dried fruits, berries, and natural sugar substitutes

Our focus is on delivering both health and taste, carefully selecting ingredients that align with a balanced diet. The core protein source in UP Proteins products is an Orthoptera Protein blend, which includes cricket powder and other plant-based protein sources.

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UP Proteins products cater to consumers seeking nutritious, environmentally conscious options, including vegetarians who avoid animal and dairy products and those following a paleo diet, which prioritizes meat, fish, and eggs while excluding grains and legumes. Insects serve as an innovative protein source that does not carry the environmental and ethical concerns associated with conventional livestock farming.

Sustainability and Market Potential

Research from the University of Copenhagen highlights insects as an exceptionally sustainable protein source. According to the United Nations, global livestock farming contributes over 14.5% of greenhouse gas emissions. In contrast, cricket farming is 20 times more efficient in protein production compared to cattle, producing 80 times less methane. Additionally, insect farming utilizes organic waste as feed, reducing the need for grain-based animal feed that demands significant energy and water resources.

UP Protein Bar: A Fusion of Vegan and Paleo Nutrition

The UP Protein Bar offers a unique combination of vegan and paleo nutrition principles by replacing conventional animal proteins with insect-based protein. Each bar is crafted to deliver optimal health benefits without compromising on taste, texture, or appearance. Our formulation blends cricket powder with other nutritious ingredients to create a high-quality, sustainable, and delicious snack option.

UP Proteins is proud to be at the forefront of this movement, offering innovative, sustainable, and nutritionally superior products that cater to health-conscious consumers worldwide.

FORMULA FOR DOGS

On December 7, 2022, the Company acquired a proprietary formula for natural pain relief for animals from BearCreek Resources, Corp. for a total consideration of $30,000. This acquisition granted the Company full ownership and all associated rights to the formula, with no ongoing royalty obligations or additional payments required. The formula is designed to provide safe, effective, and natural pain relief for dogs, potentially addressing a significant market demand in the pet health industry.

Licensing and Revenue Strategy

Given the high cost associated with initial manufacturing, quality control, and regulatory compliance, the Company opted to monetize the formula through licensing. This strategy allows the Company to generate revenue while minimizing upfront capital expenditures related to production and distribution.

To date, revenue has been derived from the sale of non-exclusive licensing rights to third parties interested in utilizing the pain relief formula. Additionally, on December 7, 2022, the Company entered into an exclusive licensing agreement with BearCreek Resources, Corp., further solidifying its strategic approach to leveraging the formula's market potential.

Future Plans and Market Potential

The global pet healthcare market is experiencing steady growth, with a rising demand for alternative and natural remedies for dog pain management. The Company's long-term strategy is to continue licensing the formula while building the financial and operational capacity to manufacture, brand, and market the product directly. Once sufficient revenue is generated, this transition will be pursued, ensuring a scalable and profitable expansion into the pet health sector.

By adopting this phased approach, the Company aims to position itself as a leading provider of natural pain relief solutions for animals while maximizing shareholder value and market penetration.

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Regulation

Our business is subject to regulation by federal and state laws in the United States and the laws of other jurisdictions in which we do business.

Advertising and promotional information presented on our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulations regulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, user privacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulations are discussed below.

Communications Decency Act. The CDA regulates content of material on the Internet and provides immunity to Internet service providers and providers of interactive computer services for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their servers unless they participate in creating or developing the content.

Digital Millennium Copyright Act. The DMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrars and website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found liable for copyright infringement.

Lanham Act. The Lanham Act governs trademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such as search engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to the provisions of the DMCA and we may be subject to a variety of trademark claims in the future.

Privacy and Data Protection. In the areas of personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitations on, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.

Intellectual Property & Proprietary Rights

We consider key aspects of our business and website to be proprietary. To protect these elements, we intend to rely on a combination of copyright, trademark, service mark, and trade secret laws, as well as confidentiality agreements, title restrictions, and other protective measures. As of now, we have not filed for any copyrights or trademarks.

Employees

We are a new, developing company and currently have only one part-time employee, Andrew Read our CEO and Secretary/Treasurer. At this time there is no arrangement to pay a salary until such time that the Company begins generating revenue from the sale of its products. We may engage independent contractors in the future.

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ITEM1A. Risk Factors

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

ITEM1B. Unresolved Staff Comments

None.

ITEM1C. Cybersecurity

Risk Management and Strategy

We periodically assess risks from cybersecurity threats, and monitor our information systems for potential vulnerabilities. However, to date, given the small size of our company and the nature of our operations, our reliance on information systems has been limited to the use of standard off-the-shelf software (such as Google, QuickBooks and Microsoft Office) and the use by our employees of standard personal computers. Accordingly, management has not implemented any formal process for assessing, identifying, and managing risks from cybersecurity threats.

Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition.

Governance

As discussed above, given the nature of our current operations and our experience to date, we do not currently perceive cybersecurity as a particularly significant risk to our business. Accordingly, we have not tasked our Board of Directors with any additional cybersecurity oversight duties, or designated any committee of the Board of Directors to specifically oversee cybersecurity risks to our business.

ITEM2. Properties

Our principal executive offices consist of shared office space owned by our CEO located at 501 Mercury Lane Brea, CA. 92821 on a month-to-month basis.

We believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

ITEM3. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM4. Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MarketInformation

Shares of our common stock are not yet listed on any market.

ITEM6. Selected Financial Data

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.

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ITEM 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations

The following discussion and analysis of our financialcondition and results of operations should be read in conjunction with our financial statements and the related notes to those statementsincluded elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis containforward-looking statements involving risks, uncertainties, and assumptions. Our actual results and timing of selected events may differmaterially from those anticipated in these forward-looking statements due to many factors, including, but not limited to, those discussedunder the section titled “Risk Factors” and elsewhere in this prospectus. See the section titled “Special Note RegardingForward-Looking Statements” elsewhere in this prospectus.

Overview

We specialize in developing, manufacturing, and distributing nutrient-rich foods, distinguishing ourselves by integrating insect-based proteins into our products. Our primary product line is marketed under the brand Universal Proteins (UP) and currently focuses on protein bars. The company plans to broaden its secondary business focus to include pet foods, particularly developing, manufacturing, and distributing dog treats aimed at alleviating pain.

In early 2022, we began formulating recipes using insect protein powder derived from crickets. Our CEO, Andrew Read, in collaboration with a nutritionist, formulated two different recipes for the preparation of the first protein bars. During this process we narrowed our primary protein source to cricket (Orthoptera) powder from ENTOMO FARMS, a Canadian Company that has supplied protein powder from crickets for over 10 years.

Following the initial development of our first bars, we conducted a taste test to finalize the ingredients. Subsequently, we initiated the process of partnering with a copacker/manufacturer. In March 2022, we visited the YouBar facility in Los Angeles, California, and enlisted their expertise to consult on and develop our initial two bars, also referred to as SKUs: Chocolate Almond and Peanut Butter and Fruit. YouBar has developed and manufactured protein bars since 2006 for companies whose bars are sold in well-known retail establishments such as Whole Foods, Trader Joe's, Costco, Target, Amazon, and GNS, according to their website www.youbars.com.

The R&D collaboration with YouBar spanned almost a year to develop the first two flavors (SKUs). This comprehensive process involved testing various ingredient combinations for optimal taste, experimenting with baking or rolling techniques for the bars, and refining the product to facilitate mass production. YouBar sourced material for additional bar ingredients, such as: fruits and flavors, all of which received subsequent approval by the Company.

Following the approval process, we progressed to the packaging development and manufacturing phase, which lasted approximately nine months. Tradewinds was selective in the type of products and service providers it used for each aspect of packaging. Manufacturing and packaging of the two formulated SKUs were completed and shipped on December 4, 2023, at which time we received the first order, which included 10,848 peanut butter fruit bars and 10,764 chocolate almond bars. We have initiated online marketing and sales of the UP protein bars; however, our main focus has been directed toward larger retail outlets and distributors such as Trader Joe’s, Costco, and Coremark. We anticipate that it may take an uncertain amount of time to secure sales orders from larger retailers, if it happens at all. In April of 2024 we entered into a purchase agreement with a smaller distributor for 1,040 cases of UP bars containing 12,480 bars for $24,960. At December 31, 2024, all bars in inventory had been sold. Raw materials used in the protein bars are generic to energy protein bars sourced by YouBar. The availability of ingredients is subject to standard supply and demand for energy bars. Protein Cricket Powder protein is purchased from Entomo Farms, a Company based out of Canada that has supplied protein powder from crickets for over 10 years. All ingredients required for the manufacturing of the bars are currently abundant.

Our UP Protein Bars are currently backordered only on our website, UPProteins.com. We have initiated a marketing program targeting retail outlets through social media platforms, as detailed in our Business Description on page 12*.* We expect to finalize one more new SKU for a bar by the end of 2025. The Company plans to expand its focus to include pet foods and has acquired a formula for developing, manufacturing, and distributing dog treats for pain relief. Additionally, we aim to continue marketing Distribution Rights across various territories. We also plan to promote the licensing rights for our pain relief formula for dogs as well as expand our affiliate marketing program. However, there is no guarantee that licensing rights, products and affiliate commission income will be sufficient to support our operational plan. We anticipate raising capital through revenues from licensing rights sales or through some form of debt or equity financing. Currently, we have no arrangements for any funding sources.

We expect our operating expenses to significantly increase as we continue to develop additional product lines and establish a market for our current product line. We also expect to incur additional operating expenses as we begin operating as a public company. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the timing and scope of our marketing and our expenditures on other research and development activities.

Following the sale of our entire inventory of both protein bar SKUs, we are currently assessing market reception and evaluating potential business models as well as evaluating new copackers in the effort of obtaining more competitive pricing, and we are in the process of creating a third SKU to further expand our protein bar offerings. These include white labeling our proprietary formulas and licensing rights for various territories. As of now, we have not resumed the manufacturing or sale of our protein bars.

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Beyond human nutrition, the Company has developed a proprietary formula for dog pain relief treats. Last year, we successfully sold the exclusive licensing rights for this formula in Mexico, and we are currently exploring white labeling and expanded licensing opportunities in additional markets.

Through these initiatives, we remain committed to delivering sustainable and health-conscious solutions for both human and pet nutrition while strategically expanding our market presence.

As part of our growth strategy, we introduced an affiliate commission program last year, which we plan to expand to enhance our market reach and sales performance.

Results of Operations

Comparison of years ended December 31, 2024,and 2023

Revenue

For the twelve months ended December 31, 2024

For the period ended December 31, 2024, the Company had total sales of $171,596. The increase in revenues was directly related to commissions from affiliate marketing, licensing rights to our dog formula, and sales of the Company's UP protein bars.

For the twelve months ended December 31, 2023

For the period ended December 31, 2023, the Company had total sales of $145,085. Revenues were directly related to the sales of commissions from affiliate marketing. The Company was in the process of finalizing formulations for its protein bars and had not yet begun sales.

Cost of Goods Sold

For the twelve months ended December 31, 2024

For the period ended December 31, 2024, the Company had cost of sales of $21,645. The increase was directly related to the sales of the Company's UP protein bars.

For the twelve months ended December 31, 2023

For the period ended December 31, 2023, the Company had cost of sales of $13,023 as its UP- Protein bars were still being designed and formulated.

Gross Profit

For the twelve months ended December 31, 2024

For the period ended December 31, 2024, the Company had a gross profit of $149,951 The increase from the same period in the previous year was directly related to the sales of the Company's UP protein bars, licensing rights to our dog formula, and the increase of sales of commissions from affiliate marketing.

For the twelve months ended December 31, 2023

For the period ended December 31, 2023, the Company had a gross profit of $132,062. The gross profit was less than the same period of 2024 as its UP Protein bars were still being designed and formulated, and its sales of commissions from affiliate marketing program was just beginning.

Operating Expenses

For the twelve months ended December 31,2024

For the period ended December 31, 2024, the Company had operating expenses of $219,323. We had $51,838 in professional fees, which increased related to our registration statement filings. We had an increase in marketing fees, which were $148,093, attributed to the startup marketing for our UP Protein bars and marketing for our affiliate commission program. We had a loss of $5,000 for impairment of intangible assets. We had $5,133 in consulting fees, a decrease due to our marketing program. We had $4,459 in general and administrative costs related to the expansion of our business and we had $4,800 in amortization.

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For the twelve months ended December 31, 2023

For the period ended December 31, 2023, the Company had operating expenses of $362,683. We had $18,442 in professional fees related to filing our registration statement. We had consulting fees of $316,173 attributed to the shares issued to our CEO for services rendered as well as other consulting related expenses, marketing fees of $23,562 attributed to the startup marketing for our UP Protein bars. We had $4,506 in general and administrative costs.

Net Loss

For the twelve months ended December 31, 2024

For the period ended December 31, 2024, the Company had a net loss of $115,743. Although our gross profit had increased to $149,951, we had operating expenses of $219,323. Our gross profit increased while our total expenses decreased which were directly related to the sales of the Company's UP protein bars and the increase in sales of commissions from affiliate marketing.

For the twelve months ended December 31, 2023

For the period ended December 31, 2023, the Company had a net loss of $182,191. Although our gross profit increased to $132,062, we had operating expenses of $362,683. Our gross profit and expenses were directly related to the initial startup of the Company's UP protein bars and the sales of commissions from affiliate marketing as well as to the shares issued to our CEO for services rendered.

Liquidity and Capital Resources

As of December 31, 2024, we had cash and cash equivalents of $210. To date, we have financed our operations primarily through revenue generated from operations, private placements of our securities, and advances from our founder.

Management has prepared operational estimates and believes it will have sufficient funds to support our operations and meet our debt obligations for at least the next twelve months. However, we may require additional cash resources in the future due to changing business conditions, the implementation of our strategy to expand, or other investments or acquisitions we might pursue. If our financial resources are inadequate to meet our capital needs, we may look to sell additional equity or debt securities or obtain further credit facilities. Selling additional equity could dilute our stockholders’ interests. Taking on debt would increase our debt service obligations and may require us to agree to operational and financial covenants that limit our operations. Financing may not be available in amounts or on terms that are acceptable to us, if at all. Any failure to secure additional funds on favorable terms or at all could restrict our ability to expand our operations and negatively impact our overall business prospects. There is no assurance that the Company will be successful. Without sufficient financing, there is substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared on a going concern basis, under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.

Operating Activities

Investing Activities

For December 31, 2024, we used $0 in investing activities and for the year ended December 31, 2023 we used $1,500 in investing activities for an intangible asset for website development.

Financing Activities

Our financing activities generally consist of the proceeds from the sale of our common stock. During December 31, 2024, we had $0 in financing activity, and for the year ended December 31, 2023 we had $32,000 in financing activities from the issuance of stock to our CEO for cash received for stock .

The Company believes it has insufficient cash resources available to fund its primary operation. The Company has no, current, off-balance sheet arrangements and does not anticipate entering into any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company's 4th quarter. The Company has not negotiated nor has available to it any other third-party sources of liquidity.

Off Balance Sheet Items

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

| 10 |

| --- |

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Item 7A. Quantitative and Qualitative Disclosuresabout Market Risk

Not applicable to smaller reporting companies.

| 11 |

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Item 8. Financial Statements and SupplementaryData

Financial Statements

Tradewinds

Universal

Table of Contents

December 31, 2024

Financial Statements	F-1
Report<br> of Independent Registered Public Accounting Firm (PCAOB #6920)	F-2
Balance Sheets as of December 31, 2024 and 2023	F-3
Statements of Operations for the years ended December 31, 2024 and 2023	F-4
Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023	F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-6
Notes to the Financial Statements	F-7

| F-1 |

| --- |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Board of Directors and Stockholders of Tradewinds Universal

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Tradewinds Universal (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover operating costs. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

Astra Audit & Advisory, LLC

Tampa, FL

March 31, 2025

| F-2 |

| --- |

TRADEWINDS UNIVERSAL

BALANCE SHEETS

			December 31, 2023
Assets
Current Assets
Cash and Cash Equivalents	210		$	28,213
Inventory	—			18,076
Prepaid Expense	—			13,493
Deferred Tax Asset	—			46,371
Total Current Assets	210			106,153
Intangible Assets, Net	31,300			41,100
Total Assets	31,510		$	147,253
Liabilities and Stockholders' Equity
Current Liabilities	—		$	—
Total Current Liabilities	—			—
Total Liabilities	—			—
Commitments and Contingencies (Note 4)	—
Stockholders' Equity
Common stock, 0.001 par value, 75,000,000 shares authorized, 32,170,000 shares issued and outstanding	32,170			32,170
Additional Paid in Capital	289,530			289,530
Accumulated Deficit	(290,190	)		(174,447	)
Total Stockholders' Equity	31,510			147,253
Total Liabilities and Stockholders' Equity	31,510		$	147,253

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statements

| F-3 |

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TRADEWINDS

UNIVERSAL

STATEMENTS OF OPERATIONS

	For the Year<br> <br>Ended<br> <br>December 31, 2024			For the Year<br> <br>Ended<br> <br>December 31, 2023
Revenue	$	171,596		$	145,085
Cost of Goods Sold		21,645			13,023
Gross Profit		149,951			132,062
Operating Expenses
Marketing		148,093			23,562
Professional Fees		51,838			18,442
Consulting		5,133			316,173
Amortization		4,800			—
General and Administrative		4,459			4,506
Loss on Impairment		5,000			—
Total Operating Expenses		219,323			362,683
Net Loss Before Taxes		(69,372	)		(230,621	)
Provision for Income Tax		(46,371	)		48,430
Net Loss	$	(115,743	)	$	(182,191	)
Net Loss Per Share – Basic and Diluted	$	(0.01	)	$	(0.02	)
Basic and diluted weighted average shares used in the calculation of net loss per common share		32,170,000			9,372,822

The

accompanying notes are an integral part of these financial statements

| F-4 |

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TRADEWINDS

UNIVERSAL

STATEMENTS OF CHANGES IN STOCK HOLDERS’EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

		Common Shares Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance <br> December 31, 2022	6,970,000	$	6,970	$	62,730	$	7,744		$	77,444
Shares issued for services	22,000,000		22,000		198,000		—			220,000
Shares issued for cash	3,200,000		3,200		28,800		—			32,000
Net Loss	—		—		—		(182,191	)		(182,191	)
Balance <br> December 31, 2023	32,170,000	$	32,170	$	289,530	$	(174,447	)	$	147,253
Net<br> Loss	—		—		—		(115,743	)		(115,743	)
Balance<br> <br> December 31, 2024	32,170,000	$	32,170	$	289,530	$	(290,190	)	$	31,510

The accompanying

notes are an integral part of these financial statements

| F-5 |

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TRADEWINDS

UNIVERSAL

STATEMENTS OF CASH FLOW

	For the Year Ended<br> <br>December 31, 2024			For the Year Ended<br> <br>December 31, 2023
Operating Activities
Net Loss	$	(115,743	)	$	(182,191	)
Adjustments to Reconcile Net Loss to Net Cash From Operating Activities:
Amortization		4,800			—
Stock Compensation		—			220,000
Changes in Operating Assets and Liabilities:
Inventory		18,076			(18,076	)
Prepaid Expense		13,493			(8,093	)
Impairment of Intangible Assets		5,000			—
Deferred Tax Asset		46,371			(46,371	)
Taxes Payable		—			(2,059	)
Deferred Revenue		—			(18,853	)
Net Cash from Operating Activities		(28,003	)		(55,643	)
Investing Activities
Purchase of Intangible Asset		—			(1,500	)
Net Cash from Investing Activities		—			(1,500	)
Financing Activities
Shares issued for Cash		—			32,000
Net Cash from Financing Activities		—			32,000
Change in Cash and Cash Equivalents		(28,003	)		(25,143	)
Cash and Cash Equivalents at Beginning of Period		28,213			53,356
Cash and Cash Equivalents at End of Period	$	210		$	28,213
Supplemental Cash Flow Information
Cash Paid for Interest	$	—		$	—
Cash Paid for Taxes	$	—		$	—

The

accompanying notes are an integral part of these financial statements

| F-6 |

| --- |

TRADEWINDS

UNIVERSAL

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2024

Note 1 – Nature of Operations

Nature of Operations

Tradewinds Universal (“Tradewinds” or the “Company”) was established in Wyoming on December 21, 2021, with a focus on developing, manufacturing, and distributing high-nutrient edible insect protein bars, shakes, and other nutritious foods, snacks, and beverages.

Furthermore, on December 11, 2022, Tradewinds acquired a pain relief formula for dogs, which it plans to produce and distribute as treats, as well as offer licensing rights for the formula.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates*.*

Cash And Cash Equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2024 and December 31, 2023.

Inventory

Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.

Intangible Assets

As

of December 31, 2024 and December 31, 2023, the Company had an Intangible Asset of $36,300 and $41,100 respectively. The intangible assets consist of an indefinite life formula for pain relief for dogs with a cost of $30,000 and a website with a cost of $4,800, which will be amortized over its useful life of 5 years and trademarks of $1,500. The amortization expense for the years ended December 31, 2024 and December 31, 2023 was $4,800 and $0, respectively

.

For the years ended December 31, 2024 and December 31, 2023, there was a loss of impairment of intangible assets of $5,000 and $0, respectively, included on the statement of operations.

Impairment Of Long-Lived Assets

The Company determines its long-lived assets impairment

in accordance with Accounting Standards Codification (ASC) 360-10, Impairment or Disposal of Long-Lived Assets. The Company evaluates long-lived assets, such as intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Definite and Indefinite lived intangible assets are tested for impairment at least annually. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the assets to their estimated fair values based on a discounted cash flow approach or, when available and appropriate, to comparable market values. For the years ended December 31, 2024 and December 31, 2023, there was a loss of impairment of intangible assets of $5,000 and $0, respectively, included on the statement of operations.

| F-7 |

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Revenue Recognition

The Company recognizes revenue according to ASC 606. Revenue is recognized when a customer gains control of the promised goods or services. Furthermore, the standard mandates the disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows resulting from contracts with customers. The recorded revenue amount reflects the consideration the Company anticipates receiving in exchange for those goods or services. The Company applies the following five-step model to determine this amount:

Identification of the promised goods in the contract;
Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract;
Measurement of the transaction price, including the constraint of variable consideration;
Allocation of the transaction price of the performance obligations and
Recognition of revenue when (or as) the Company satisfies each performance obligation.

The performance obligation associated with a typical product sale will be satisfied upon delivery to customers, and the revenue will be recognized at that time. Payments are due on demand. The Company does not offer any warranty on its products; however, customers do receive a manufacturer’s warranty.

The Company's main revenue stream to date has been from the sale of distribution territories for its protein bars, affiliate commissions and licensing agreement for its dog formula. The Company sells rights to distribute its protein bars and other products to outside parties and determines if the distribution agreement (“DA”) is a distinct (separate) performance obligation in accordance with ASC 606. If the DA is determined not to be distinct, the license is combined with the other goods or services and the combined performance obligation is accounted for using the general revenue recognition model outlined above. If the DA is determined to be distinct, the Company analyzes whether the DA is functional or symbolic to assess the timing of revenue recognition. The DA by the Company was determined to be a distinct performance obligation of symbolic intellectual property (“IP)”, which provides a right to access IP. ASC 606 states that revenue from licenses of IP deemed to provide a right to use IP will be recognized at a point in time when control is transferred.

In accordance with Topic 606, the Company analyzes the following to determine when to recognize revenue:

i.	Whether the transaction represents a sale or licensing of intellectual property (IP),
ii.	Whether the IP is a distinct performance obligation,
---	---
iii.	The nature of the license - functional or symbolic; and
---	---
iv.	The timing of recognition based on the nature of the license.
---	---

The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods and represents services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. The Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

| F-8 |

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Fair Value of Financial Instruments

ASC 825, Financial Instruments (“ASC 825”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities when reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows ASC 820, Fair Value Measurements (“ASC 820”) and ASC 825, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Income Taxes

In accordance with ASC 740 Income Taxes, deferred tax assets, and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in Income in the period that includes the enactment date.

The Company has adopted the provisions set forth in ASC 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of Income tax expense in the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns. The Company uses the "more likely than not" criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its balance sheets as of December 31, 2024 and December 31, 2023.

Earnings Per Share of Common Stock

The Company computes income (loss) per share in accordance with ASC 260 Earnings Per Share ("EPS"), which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company does not have a complex capital structure requiring the computation of diluted earnings per share.

Advertising Expenses

The Company follows the policy of charging the costs

of advertising, marketing, and public relations to expense as incurred. The Company has $148,093 in Marketing expenses for the twelve months ended December 31, 2024, and $23,562 for the twelve months ended December 31, 2023.

Stock-based compensation

The Company applies the fair value method of FASB ASC 718, Share Based Payment, in accounting for its stock-based compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period. The Company values stock-based compensation at the market price for the Company’s common stock and other pertinent factors at the grant date. Fully vested and non-forfeitable shares issued prior to the services being performed are classified as unearned compensation.

Recently Issued Accounting Pronouncements

The Company is committed to complying with the new segment reporting requirements issued by the Financial Accounting Standards Board (FASB) under Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update enhances segment reporting transparency by introducing several key disclosure mandates, which the Company has implemented in its financial reporting.

As part of the Company's compliance, it will disclose significant expense categories and their amounts for each reportable segment. These expenses will include those regularly provided to the chief operating decision maker (CODM) and incorporated into the segment’s reported measure of profit or loss. Additionally, the Company will report “other segment items,” which will be calculated as the difference between segment revenues minus significant segment expenses and the reported measure of segment profit or loss, along with a detailed description of the composition of these items.

| F-9 |

| --- |

To ensure consistency and transparency, the Company will also extend certain annual segment disclosure requirements to its interim reporting periods, providing timely and relevant financial information throughout the year. Furthermore, as an entity with a single reportable segment, the Company will comply with all segment disclosure requirements mandated by both existing guidance and the new ASU.

Additionally, the Company will disclose the title and position of its CODM and explain how the CODM utilizes the reported measures of segment profit or loss to assess performance and allocate resources effectively. By implementing these enhanced segment reporting disclosures, the Company aims to provide investors and other financial statement users with more detailed and useful information, reinforcing its commitment to transparency and informed decision-making.

Note 3 - Going Concern

The Company's financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern and therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of

and

$290,190

and

$174,447, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to attempt to secure equity and/or debt financing. There are no assurances that the Company will be successful, and without sufficient financing, it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.

Note 4 - SegmentDisclosure

ASC 280 “Segment Reporting”, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from products, licensing rights and affiliate commissions (see Note 1 for a brief description of the Company’s business).

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, who reviews financial information and annual operating plans for purposes of making operating decisions, evaluating financial performance, and allocating resources.

The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net loss for 2024 and 2023 consisted of the following:

Segment Disclosures for the Years Ended:

Schedule of segment disclosures
****	December 31, 2024		December 31, 2023
Total Assets	$	36,510	$	147,253
Sales
Up Protein Bars		43,224		—
Affiliate Commissions		123,622		145,085
Dog Pain formula		4,750		—
Net Sales		171,596		145,085
Cost of sales		21,645		13,023
Gross Profit		149,951		132,062
Sales, marketing and support
Marketing costs		148,093		23,562
Professional fees		51,838		18,442
Consulting		5,133		316,173
Amortization		4,800		—
Loss on Impairment		5,000		—
General and Administrative costs		4,459		4,506
Net Loss<br> Before Taxes	$	69,372	$	230,621

| F-10 |

| --- |

Note 5 - Commitments andContingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2024 and December 31, 2023, the Company is not aware of any contingent liabilities that should be reflected in the financial statements**.**

Note 6- Income Taxes

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

The components of the Company's reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded as of the twelve months ended December 31, 2024 and December 31, 2023, are as follows:

Schedule of reconciliation of income taxes	****		****	****		****
****	December 31, 2024		****	December 31, 2023		****
Net Loss Before Taxes	$	(69,372	)	$	(230,621	)
Effective Tax Rate		21	%		21	%
Provision For Income Taxes	$	(14,568	)	$	(48,430	)
Schedule of net deferred tax asset
---	---	---	---	---	---
	December 31, 2024			December 31, 2023
Deferred tax asset	$	60,939		$	46,371
Less valuation allowance		(60,939	)		—
Net deferred tax asset	$	—		$	46,371

As of December 31, 2024, the components of

the deferred tax asset related to net loss. Due to uncertainties surrounding the Company’s ability to generate future U.S. taxable income to realize these assets, a full valuation allowance has been established to offset the net U.S. deferred tax asset as of December 31, 2024. The change in tax loss valuation allowance as of December 31, 2024 was $60,939 and for December 31, 2023 it was $0.

Note 7 - Subsequent Events

In accordance with ASC 855, SubsequentEvents, the Company has analyzed its operations subsequent to December 31, 2024 to the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose.

F-11

Item 9. Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

*Evaluation of Disclosure Controls and Procedures.*Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over FinancialReporting. There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on InternalControl over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
---	---
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
---	---

Based on our evaluation of internal controls, our management concluded that there is a lack of segregation of duties identified. As a result our internal controls over financial reporting were not effective as of December 31, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the year ended December 31, 2024.

Item 9C. Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers, Promotersand Control Persons of the Company

Directors And Executive Officers

The following table and subsequent discussion contains the complete and accurate information concerning our directors and executive officers, their ages, term served and all of our officers and their positions, who will serve in the same capacity with us upon completion of the offering.

Name	Age		Term Served	Title / Position(s)
Andrew Read		62	Since December 28, 2021	CEO, Secretary, <br><br>Treasurer and Director

There are no other persons nominated or chosen to become directors or executive officers nor do we have any employees other than above.

Andrew Readhas served as the Company’s CEO and director since 2021. Prior to this, Andrew launched Voltage River, a solar Electric and battery integration and consulting company, in 2011 and has worked as CEO of Voltage River since 2011. Voltage River has focused on providing net zero electrical emissions to homes and businesses in southern California. Prior to this Andrew worked as a technical sales rep for Motorola's broadband radio division and was instrumental in developing the public safety market for broadband radio nationwide. Prior to his time with Motorola Andrew worked with a radio startup called Breezecom, a broadband radio company that went public while he worked as a technical sales rep for the company developing the public safety and SCADA branch of the company. Mr. Read has worked to spread awareness, build partnerships, and create innovative products that could make a positive impact on people's lives/health and the environment. We believe his Earth-friendly skill set will greatly benefit the Company’s ability to move forward.

Our directors will hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

No officer, director, or persons nominated for such positions and no promoters or significant employee of the Company has been involved in legal proceedings that would be material to an evaluation of officers and directors.

Item 11. Executive Compensation

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officers for the years ended December 31, 2024 and 2023:

Summary Compensation Table

Name<br> and Principal Position (1)	Fiscal<br><br> Year	Salary		Bonus		Stock<br><br> Awards(1)		All<br> other Compensation		Total
Andrew Read<br> President and CEO, CFO	FY 2024	$	—	$	—	$	—	$	—	$	—
Andrew Read<br> President and CEO, CFO(2)	FY 2023	$	—	$	—	$	220,000	$	—	$	220,000

(1) In 2022, Andrew Read as founder of the Company acquired shares totaling 230,000 valued at $.01 per share.

(2) On December 28, 2023, Andrew Read was issued 22,000,000 shares for services per an amended employment agreement. The shares were issued at $.01 per share, $220,000.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.

There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our sole officer and director other than as described herein. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2024, no new warrants or any other equity awards were awarded to the executives.

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Item 12. Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters

The following table sets forth certain information as of March 15, 2025, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage
Common Stock	Andrew Read(1)(2)		22,000,000		69.5	%
Common Stock	Bear Creek Resources Corporation (3)		2,000,000		6.2	%**

(1) Andrew Read is the President and Director of the Company.

(2) On December 28, 2023 Andrew Read was issued 22,000,000 shares for services rendered.

(3) BearCreek Resources Corporation, Gabriel Grabowski, Pres.

The percent of class is based on 32,170,000 shares of common stock issued and outstanding as of the date of this annual report.

No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or has a material interest adverse to the Company.

Item 13. Certain Relationships and Related Transactions

There are no promoters of the company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Company’s directors and officers.

During the year ended December 31, 2024, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

Procedures for Approval of Related Party Transactions

Our Board of Directors is in charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Director Independence

The Company has no outside directors as of December 31, 2024.

Item 14. Principal Accountant Fees and Services

In 2024, the Company transitioned its independent registered public accounting firm from Accell Audit & Compliance , P.A. to Astra Audit & Advisory. The change was not due to any disagreement or issue with Accell. Accell’s audit reports for prior periods contained no adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During fiscal year ended December 31, 2024, we incurred approximately $23,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our December 31, 2023 financial statements and for the reviews of our financial statements for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. During fiscal year ended December 31, 2023, we incurred approximately $18,442 in fees to our principal independent accountants for professional services rendered in connection with the audit of our December 31, 2022 financial statements and for the reviews of our financial statements for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023.

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| --- | | Item 15. | Exhibits Index. | | --- | --- | | | | Incorporated by Reference | | | Filed or<br><br> <br>Furnished | | --- | --- | --- | --- | --- | --- | | No. | Exhibit Description | Form | Date Filed | Number | Herewith | | 19.1 | Insider Trading Policy | | | | Filed | | 31.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002. | | | | Filed | | 32.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | | | | Furnished | | 101. | Interactive Data files | | | | Filed |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 31, 2025	TRADEWINDS UNIVERSAL
	By:	/s/ Andrew Read
		Andrew Read,
		Chief Executive Officer
		/s/ Andrew Read
		Andrew Read,
		Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/ Andrew Read<br><br> <br>Andrew Read	President/Chief Executive<br> Officer and Director (principal executive officer)	March 31, 2025
/s/ Andrew Read<br><br> <br>Andrew Read	Chief Financial Officer and Director (principal accounting officer)	March 31, 2025

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Exhibit 19.1

TRADEWINDS UNIVERSALINSIDER TRADING POLICY

Dated: March 31, 2025

Purpose

This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Tradewinds Universal, a Wyoming corporation (the “Company”), and the handling of confidential information about the Company and the companies with which the Company does business.

The Company’s Board of Directors (“Board”) has adopted this Policy to promote compliance with federal, state, and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company (e.g., purchasing and selling of securities, including purchases and sales of options and warrants on securities, as well as short sales); or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

Persons Subject to the Policy

This Policy applies to all officers of the Company and its subsidiaries, all members of the Board and all employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material nonpublic information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.

Transactions Subject to the Policy

This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including, but not limited to, preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s Securities. There are certain exceptions that are discussed in this Policy under “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale,” and “Rule 10b5-1 Plans.”

Individual Responsibility

Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information.

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Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any family member, household member, or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy.

In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Compliance Officer, or any other employee or director pursuant to this Policy or otherwise does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws.

You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

Administration of the Policy

The Company’s CEO shall serve as the Compliance Officer for the purposes of this Policy. The Compliance Officer is authorized to consult with the Company’s securities counsel without notice and at such times as he may deem necessary or appropriate at the expense of the Company. All determinations and interpretations by the Compliance Officer shall be final and not subject to further review. The duties of the Compliance Officer include, but are not limited to, the following:

●	assisting with implementation and enforcement of this Policy;
●	circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;
●	ensuring that the Company obtain and maintain written acknowledgments from employees that they have read the policy;
●	overseeing the responses to questions from individual employees;
●	providing for employee training sessions;
●	ensuring that relevant files on policy compliance and implementation are maintained;
●	pre-clearing all trading in securities of the Company in accordance with the procedures as discussed in this Policy under “Pre-Clearance Procedures”;
●	providing approval of any Rule 10b5-1 plans as discussed in this Policy under “Rule 10b5-1 Plans” and any prohibited transactions as discussed in this Policy; and
●	providing a reporting system with an effective whistleblower protection mechanism.

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Statement of Policy

It is the policy of the Company that no director, officer, or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through family members or other persons or entities:

1.	Engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale,” and “Rule 10b5-1 Plans”;
2.	Recommend the purchase or sale of any Company Securities;
3.	Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors, and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of information regarding the Company; or
4.	Assist anyone engaged in the above activities.

In addition, it is the policy of the Company that no director, officer, or other employee of the Company or any other person designated as subject to this Policy who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

Definition of Material Nonpublic Information

Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight.

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While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:

●	Projections of future earnings or losses, or other earnings guidance;
●	Changes to previously announced earnings guidance, or decisions to suspend earnings guidance;
●	A pending or proposed merger, acquisition, or tender offer;
●	A pending or proposed acquisition or disposition of a significant asset;
●	A pending or proposed joint venture;
●	A Company restructuring;
●	Significant related party transactions;
●	A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
●	Bank borrowings or other financing transactions out of the ordinary course of business;
●	The establishment of a repurchase program for Company Securities;
●	A change in the Company’s pricing or cost structure;
●	Major marketing changes;
●	A change in management;
●	A change in auditors or notification that the auditor’s report may no longer be relied upon;
●	Development of a significant new product, process, or service;
●	Pending or threatened significant litigation, or the resolution of such litigation;
●	Impending bankruptcy or the existence of severe liquidity problems;
●	The gain or loss of a significant customer or supplier;
●	The results of clinical trials or testing of the Company’s products or services;

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| --- | | ● | A significant cybersecurity incident, such as a data breach, or any other significant disruption in the Company’s operations or loss, potential loss, breach, or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; or | | --- | --- | | ● | The imposition of an event-specific restriction on trading in the Company’s Securities or the securities of another company or the extension or termination of such restriction. |

Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the Dow Jones “broad tape,” newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website, or subject to the Compliance Officer’s determination, disclosure on the Company’s website, or through social media.

By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees. Nonpublic information may also include: (i) information available to a select group of analysts or brokers or institutional investors; (ii) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and (iii) information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two (2) trading days).

Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the second (2nd) business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in Company Securities until Thursday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information. For purposes of this Policy, a “business day” is any day that The Nasdaq Stock Market LLC is open for trading.

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential.

Transactions by Family Members and Others

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as “Family Members”).

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You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account.

This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.

Transactions by Entities that You Influence orControl

This Policy applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

Transactions Under Company Plans

This Policy does not apply in the case of the following transactions, if currently applicable, except as specifically noted:

Stock Option Exercises

This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Restricted Stock Awards

This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.

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401(k) Plan

This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election.

This Policy does apply, however, to certain elections you may make under the 401(k) plan, including: (i) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund; (ii) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (iii) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (iv) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. It should be noted that sales of Company Securities from a 401(k) account are also subject to Rule 144, and therefore affiliates should ensure that a Form 144 is filed when required.

Employee Stock Purchase Plan

This Policy does not apply to purchases of Company Securities in the employee stock purchase plan resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to the plan, provided that you elected to participate by lump sum payment at the beginning of the applicable enrollment period.

This Policy does apply, however, to your election to participate in the plan for any enrollment period, and to your sales of Company Securities purchased pursuant to the plan.

Dividend Reinvestment Plan

This Policy does not apply to purchases of Company Securities under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities.

This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.

Other Similar Transactions

Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

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Transactions Not Involving a Purchase or Sale

Bona fide gifts are not transactions subject to this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the Company Securities while the officer, employee, or director is aware of material nonpublic information, or the person making the gift is subject to the trading restrictions specified below under the heading “Additional Procedures” and the sales by the recipient of the Company Securities occur during a blackout period.

Further, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.

Special and Prohibited Transactions

Certain transactions are of concern not only because of insider trading considerations, but also because of the appearance created by the transaction and the potential repercussions that the transaction may have with investors, regulators, and others.

Accordingly, the Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by this Policy may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below.

Short-Term Trading

Short-term trading of Company Securities may be distracting to the person and may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any director, officer, or other employee of the Company who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six (6) months following the purchase or vice versa. Directors and officers should note the short-term trading restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Short Sales

Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned “Hedging Transactions.”)

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Publicly-Traded Options

Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer, or employee is trading based on material nonpublic information and focus a director’s, officer’s, or other employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options, or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.)

Hedging Transactions

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Such transactions may permit a director, officer, or employee to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer, or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, directors, officers, and employees are prohibited from engaging in any such transactions.

Margin Accounts and Pledged Securities

Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged or hypothecated as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers, and other employees are prohibited from holding Company Securities in a margin account and are strongly discouraged from pledging Company Securities as collateral for a loan. Any person wishing to enter into a legitimate loan pledge arrangement must first submit the proposed transaction in writing for approval by the Compliance Officer at least two (2) weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction and clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities. The person making the request shall have no other contact with the Compliance Officer on that matter and the Compliance Officer’s decision shall be final and binding. (Pledges of Company Securities arising from certain types of hedging transactions are governed by the paragraph above captioned “Hedging Transactions.”)

Standing and Limit Orders

Standing and limit orders, except standing and limit orders under approved Rule 10b5-1 Plans, as described below, create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a director, officer, or other employee is in possession of material nonpublic information. The Company therefore discourages placing standing or limit orders on Company Securities. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “Additional Procedures.”

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Additional Procedures

The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.

Pre-Clearance Procedures

The persons designated by the Compliance Officer as being subject to these procedures, as well as the Family Members and Controlled Entities of such persons, may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from the Compliance Officer.

A written request for pre-clearance should be submitted to the Compliance Officer at least two (2) business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction. If a person seeks preclearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person of the restriction.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material nonpublic information about the Company, and should describe fully those circumstances to the Compliance Officer. The requestor should also indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

All pre-cleared trades must be effected within five (5) business days of receipt of pre-clearance unless an exception is granted. Transactions not effected within the time limit are subject to pre-clearance again. Within three (3) business days after the execution of the transaction, the requestor shall notify the Compliance Officer of the date and size of the transaction.

The Compliance Officer shall document and maintain records relating to the pre-clearing request, the date of grant or denial, and other pertinent information.

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Blackout Periods

The persons designated by the Compliance Officer as subject to this restriction, as well as their Family Members or Controlled Entities, may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning the last day of each fiscal quarter and ending after the close of business on the second (2^nd^) trading day following the date of the public release of the Company’s earnings results for that quarter. In other words, these persons may only conduct transactions in Company Securities during the “Window Period” beginning on the third (3^rd^) trading day following the public release of the Company’s quarterly earnings until the last trading day of the each fiscal quarter.

It is worth noting that due to the SEC filing deadlines for the Company’s annual report on Form 10-K and quarterly report on Form 10-Q for the first fiscal quarter ended March 31^st^, the Trading Window for the fourth quarter will not reopen until the opening of the third trading day after the Company files its quarterly report on Form 10-Q for the fiscal quarter ended March 31^st^ – resulting in a Blackout Period of approximately four and a half months from the last trading day before December 31^st^.

Under certain very limited circumstances, a person subject to this restriction may be permitted to trade during a Blackout Period, but only if the Compliance Officer, with the advice of securities counsel if requested by the Compliance Officer, concludes that the person does not in fact possess material nonpublic information and may otherwise trade.

Persons wishing to trade during a Blackout Period must make such request in writing to the Compliance Officer for approval at least three (3) business days in advance of any proposed transaction involving Company Securities. All such trades are subject to the pre-clearance procedures set forth above under “Pre-Clearance Procedures.”

Event-Specific Trading Restriction Periods

From time to time, an event may occur that is material to the Company and is known by only a few executives or directors (e.g., negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents, or new product developments). The involved directors or officers shall promptly notify the Compliance Officer of such event. While such event remains material and nonpublic, the Company may impose special blackout periods (“Special Blackout Period”) during which executive officers, directors, and such other persons designated by the Compliance Officer, together with their family members, are prohibited from trading in the Company’s securities. If the Company imposes a Special Blackout Period, it will notify those affected and will not announce its existence other than to those who are aware of the event giving rise to the Special Blackout Period. If you know of the event, then even if the Compliance Officer has not designated you as a person who should not trade due to an event-specific restriction, you should not trade while you are aware of material nonpublic information. Exceptions will not be granted during an event-specific trading restriction period. Any person made aware of the existence of a Special Blackout Period should not disclose its existence to any other person.

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In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company Securities even later than the typical Blackout Period described above.

Exceptions

The quarterly trading restrictions and event-specific trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions, and event-specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”

Rule 10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person subject to this Policy must enter into a Rule 10b5- 1 plan for transactions in Company Securities that meets certain conditions specified in Rule 10b-5-1 (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be purchased or sold without regard to certain insider trading restrictions.

To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1 and the Company’s “Guidelines for Rule 10b5-1 Plans,” which may be obtained from the Compliance Officer. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or provide a third party irrevocable authority to effect such transactions at its own discretion, so long as the third party does not possess material inside information about the Company at the time of the transaction.

Any Rule 10b5-1 Plan must be submitted in writing for approval by the Compliance Officer no less than five (5) business days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.

The Company may, on a case-by-case basis, announce publicly (whether by press release, on the Company website, or otherwise) that a key insider has established a pre-arranged plan at the time the plan is entered into, in order to mitigate potentially adverse publicity if a programmed trade on behalf of that insider occurs on some later date when the insider is in possession of material nonpublic information about the Company.

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Post-Termination Transactions

This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities until that information has become public or is no longer material.

Consequences of Violations

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. attorneys, and state enforcement authorities as well as the laws of foreign jurisdictions.

In addition, a person who “tips” others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who “tip” inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The SEC can seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These controlling persons may be held liable for up to the greater of $2.3 million or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as controlling persons.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company- imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

Company Assistance

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer, who can be reached by telephone at (855) 434-4488 or via e-mail at Andrewreadtw@gmail.com

Certification

All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy. Please complete and sign the accompanying Certification page and return to the Company’s Office Administrator.

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EXHIBIT 31.1

CERTIFICATION

I, Andrew Read, certify that:

I have reviewed this annual report on Form 10-K of Tradewinds Universal (the “Company”) for the fiscal year ended December 31, 2024;
Based on my knowledge, this anual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March<br> 31, 2025
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	By:	/s/ Andrew Read
	Title:	Chief Executive Officer and Director<br><br> <br>(Principal Executive Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANTTO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEYACT OF 2002

In connection with the Annual Report of Tradewinds Universal (the “Company”) on Form 10-K for the period ending December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: March 31, 2025
	By:	/s/ Andrew Read
	Title:	Chief Executive Officer and Director<br><br> <br>(Principal Executive Officer)