TRWD 10-Q
Tradewinds Universal (TRWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarter ended
For the transition period from __________ to __________
Commission file number:
(Exact name of registrant as specified in its charter)
———————
| 2000 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Code Number) |
TradewindsUniversal.com
[email protected]
(Address and telephone number of registrant's principal executive offices and principal place of business)
Buffalo Registered Agents LLC
401 N Main Street
Buffalo, WY 82834
855-434-4488
(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.
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).
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 | ☐ |
| ☒ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Number of shares of registrant's common stock, par value $.001, outstanding as of August 19, 2026: .
Financial Statements
Tradewinds Universal
Table of Contents
June 30, 2026
1
TRADEWINDS UNIVERSAL
BALANCE SHEETS AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
June 30, (Unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Prepaid Expense | ||||||||
| Accounts Receivable | ||||||||
| Total Current Assets | ||||||||
| Other Assets-Intangible Assets | ||||||||
| Intangible Asset - AI App -net of Amortization | ||||||||
| Formula-Pets-net | ||||||||
| Trademarks | ||||||||
| Total Other Assets (net) | $ | $ | ||||||
| Total Assets | ||||||||
| Liabilities and Stockholders' Equity | ||||||||
| Accounts Payable | $ | $ | ||||||
| Loan Payable | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 3) | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding at June 30, 2026 and issued and outstanding at December 31, 2025 | ||||||||
| Additional Paid in Capital | ||||||||
| Stock Subscription Receivable | ( | ) | ||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 2 |
TRADEWINDS UNIVERSAL
STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months ended June 30, 2026 | For the Three Months ended June 30, 2025 | For the Six Months ended June 30, 2026 | For the Six Months ended June 30, 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Management Fee Income | $ | $ | $ | $ | ||||||||||||
| Distribution Income | ||||||||||||||||
| Product Sales | ||||||||||||||||
| Total Sales | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| Consulting | ||||||||||||||||
| Amortization | ||||||||||||||||
| Marketing | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Net Income (Loss) Before Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Benefit | ||||||||||||||||
| Net (Loss) Income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net (Loss) Income Per share - Basic and Diluted | $ | ) | $ | $ | ) | $ | ||||||||||
| Basic and diluted weighted average shares used in the calculation of net income per common share | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 (Unaudited) AND JUNE 30, 2025 (Unaudited)
| Common Shares | Common Shares Amount | Additional Paid-in Capital | Stock Subscriptions Receivable | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||
| Balance December 31, 2024 | ( | ) | ||||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance March 31, 2025 | ( | ) | ||||||||||||||||||||||
| Shares Issued | ||||||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance June 30, 2025 | ( | ) | ||||||||||||||||||||||
| Common Shares | Common Shares Amount | Additional Paid-in Capital | Stock Subscriptions Receivable | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||
| Balance December 31, 2025 | ( | ) | ||||||||||||||||||||||
| Shares Issued for Cash | ||||||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance March 31, 2026 | ( | ) | ||||||||||||||||||||||
| Shares Issued for Cash | ||||||||||||||||||||||||
| Shares Issued for Services | ||||||||||||||||||||||||
| Shares Issued for ELOC | ( | ) | ||||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND JUNE 30, 2025
| June 30, 2026 (unaudited) | June 30, 2025 (unaudited) | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash from Operating Activities | ||||||||
| Amortization of Intangible Assets | ||||||||
| Stock Issued for Services (non-cash) | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Prepaid Expense | ||||||||
| Accounts Payable | ||||||||
| Net Cash from Operating Activities | ( | ) | ||||||
| Investing Activities | ||||||||
| Purchase of Intangible Asset | ||||||||
| Net Cash from Investing Activities | ||||||||
| Financing Activities | ||||||||
| Proceeds from Sale of Common Stock | ||||||||
| Proceeds from Notes Payable | ||||||||
| Net Cash from Financing Activities | ||||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents at Beginning of Period | ||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
| Shares Issued for Services (non-cash) | $ | $ | ||||||
| Common Stock Issued for Stock Subscription Receivable | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| 5 |
TRADEWINDS UNIVERSAL
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2026 (Unaudited)
Note 1 – Nature of Operations
Nature of Operations
Tradewinds Universal, Inc. (the “Company”) was incorporated in the State of Wyoming on December 28, 2021. The Company operates as a holding company focused on acquiring, developing, and managing businesses with long-term value, resilience, and growth potential.
The Company’s initial operations focused on the development and distribution of high-nutrition foods and beverages, including edible insect protein-based products. In 2022, the Company acquired a canine pain relief formula for development into pet-related products. During the year ended December 31, 2025, the Company expanded its strategic focus to include distribution and licensing activities.
On August 19, 2025, we entered into a non-binding Letter of Intent, or LOI, with Scar Holdings LLC, also known as Peppermint Hippo™, regarding the potential formation of a division focused on the acquisition and development of nightlife and hospitality venues under the Peppermint Hippo brand.
The first proposed acquisition contemplated by the LOI is Peppermint Hippo Toledo, located in Toledo, Ohio. The LOI further contemplates that we may, together with Peppermint Hippo, evaluate the possible acquisition of additional Peppermint Hippo-branded venues over time.
The LOI is non-binding and no definitive acquisition agreement has been entered into with respect to Peppermint Hippo Toledo or any other venue. Completion of any acquisition would be subject to a number of conditions, including completion of due diligence, negotiation and execution of definitive agreements, receipt of required consents, financing, and regulatory and licensing approvals. As a result, there can be no assurance that we will complete the acquisition of Peppermint Hippo Toledo, pursue any additional acquisition opportunity with Peppermint Hippo, or otherwise establish a nightlife and hospitality division.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026 and December 31, 2025 and the results of operations and cash flows for the three and six months ended June 30, 2026 and 2025 have been included.
Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.
Cash And Cash Equivalents
The Company maintains cash balances in non-interest-bearing
accounts that currently do not exceed federally insured limits. For purposes of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered cash equivalents. There were
Accounts Receivable
Accounts receivable consist of trade receivables and
are stated at the amount management expects to collect. As of June 30, 2026 and December 31, 2025, accounts receivable totaled $
| 6 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
Prepaid Expenses
Prepaid expenses consist primarily of payments made
for services to be received in future periods and are expensed as the services are consumed. As of June 30, 2026 and December 31, 2025,
prepaid expenses totaled $
Intangible Asset
Intangible assets are recorded at cost and amortized over their estimated useful lives unless determined to have an indefinite useful life.
For definite-lived intangible assets, the Company evaluates impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such indicators are present, the Company compares the expected undiscounted future cash flows attributable to the asset to its carrying amount. If the carrying amount exceeds the expected undiscounted future cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds the asset’s fair value.
Indefinite-lived intangible assets are not amortized but are evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.
As of June 30, 2026, the Company’s intangible
assets, net, totaled $
| • | Intangible assets, gross $ | |
| • | Less accumulated amortization $( | |
| • | Intangible assets, net $ |
Total intangible assets, net, were $
As of June 30, 2025, the Company’s intangible
assets totaled approximately $
Finite-lived intangible assets are amortized on a
straight-line basis over their estimated useful lives. The Company’s AI application is amortized over five years, and the Company’s
website was amortized over two years and was fully amortized as of December 31, 2025. Amortization expense was $
Stock Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based compensation expense is recognized based on the fair value of equity instruments issued.
The Company is authorized to issue shares of common stock, par value $ per share. As of June 30, 2026 and December 31, 2025, there were and shares of common stock issued and outstanding, respectively (see Note 5).
| 7 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
During the six months ended June 30, 2026, the Company issued shares of common stock for services and recognized aggregate stock-based compensation of $. The issuances increased common stock by $ and additional paid-in capital by $. Shares issued for cash and pursuant to the equity line of credit are not included in stock-based compensation.
The Company recorded consulting expense of $
Impairment Of Long-Lived Assets
The Company accounts for impairment of intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are not amortized but are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate potential impairment.
As of June 30, 2026, the Company reviewed its finite-
and indefinite-lived intangible assets for indicators of impairment.
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
Revenue for the three months ended June 30, 2026 consisted
of $
For each contract, the Company first determines whether an arrangement exists that creates enforceable rights and obligations. The Company then identifies the distinct performance obligations promised in the contract. The transaction price is determined based on the consideration the Company expects to receive under the terms of the arrangement, including fixed amounts and, when applicable, estimates of variable consideration to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. When a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on its relative standalone selling price.
Revenue from distribution rights is recognized at the point in time or over the period in which the customer obtains control of the contractual rights, depending on the nature of the arrangement and the Company’s performance obligations under the contract.
Revenue from licenses is recognized when the licensed intellectual property is made available to the customer or over the license term, depending on whether the license provides a right to use intellectual property as it exists at a point in time or a right to access intellectual property as it evolves over time.
Revenue from affiliate commissions is recognized at
the time the underlying qualifying transaction occurs and the commission is earned, which is the point at which the Company’s performance
obligation is satisfied. The Company evaluates each contract to determine whether it acts as principal or agent, as applicable, and records
revenue on a gross or net basis consistent with that determination. Payment terms vary by contract but are generally due within 30 to
90 days. Amounts billed and collected in advance of satisfying the related performance obligations are recorded as deferred revenue.
| 8 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
Fair Value of Financial Instruments
ASC 825, Financial Instruments, requires disclosure
of the fair value of certain financial instruments. The carrying amounts of cash and cash equivalents, accounts receivable, loan payable,
and accounts payable approximate fair value because of the short-term maturities of these instruments. The Company applies ASC 820, Fair
Value Measurement, which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value
into three levels: Level 1, quoted prices in active markets for identical assets or liabilities; Level 2, observable inputs other than
quoted prices included in Level 1; and Level 3, unobservable inputs reflecting the Company’s own assumptions. As of June 30, 2026
and December 31, 2025, the Company had
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
The Company has incurred net operating losses and
has established a full valuation allowance against its deferred tax assets. As a result,
Net loss per share is computed in accordance with ASC 260, Earnings Per Share. Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share gives effect to potentially dilutive securities, including warrants, using the treasury stock method. Potentially dilutive securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.
Recently Adopted Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the accompanying interim financial statements.
Note 3 - Commitments and Contingencies
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. As of June 30, 2026 and December 31, 2025, the Company was not aware of any contingent liabilities or commitments that required accrual or disclosure in the accompanying unaudited financial statements.
| 9 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
Note 4 - Segment Disclosure
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. The Company manages its business on the basis of reportable segment and derives revenues mainly from products, licensing rights, distribution rights, and affiliate commissions.
The Company operates as operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”). The Company’s CODM is its chief executive officer, who reviews financial information and 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 loss.
Segment Disclosures for the Three Months Ended:
| June 30, 2026 | June 30, 2025 | |||||||
| Sales | ||||||||
| Revenues | $ | $ | ||||||
| Net Sales | ||||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| Sales, marketing and support | ||||||||
| Marketing costs | ||||||||
| Professional fees | ||||||||
| Amortization | ||||||||
| Consulting | ||||||||
| General and Administrative costs | ||||||||
| Net Income (Loss) Before Taxes | $ | ( | ) | $ | ( | ) | ||
Note 5 – Stockholders' Equity
The Company is authorized to issue shares of common stock, par value $ per share. As of June 30, 2026, there were shares of common stock issued and outstanding. As of December 31, 2025, there were shares issued and outstanding.
Since January 1, 2025 through June 30, 2026, the Company
issued shares for services, asset acquisitions, cash, and subscription consideration. During the six months ended June 30, 2026, the Company
issued an aggregate of shares of common stock and recorded an aggregate increase of $
Set forth below is information regarding the issuance and sales of securities without registration through June 30, 2026. No such sales involved the use of an underwriter, no advertising or public solicitation was involved, the securities bear a restrictive legend, and no commissions were paid in connection with the sale of any securities.
The individual issuances are summarized below:
• On June 8, 2025, the Company issued shares of common stock to a non-affiliated entity for services.
• On June 9, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On July 5, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On July 8, 2025, the Company issued shares of common stock to a non-affiliated entity for services.
• On July 29, 2025, the Company issued shares of common stock to a non-affiliated individual for cash.
| 10 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
• On August 20, 2025, the Company issued shares of common stock to a non-affiliated entity in exchange for an asset.
• On September 23, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On October 10, 2025, the Company issued shares of common stock to a non-affiliated entity for services.
• On October 15, 2025, the Company issued an aggregate of shares of common stock, consisting of shares issued to a non-affiliated entity for services and shares issued to a non-affiliated individual for cash.
• On November 1, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On November 3, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On November 12, 2025, the Company issued shares of common stock to a non-affiliated individual for services.
• On November 28, 2025, the Company issued shares of common stock to a non-affiliated individual for cash.
• On January 23, 2026, the Company issued shares of common stock to a non-affiliated individual for cash.
• On January 28, 2026, the Company issued shares of common stock to a non-affiliated individual for cash.
• On April 13, 2026, the Company issued shares of common stock to a non-affiliated individual for cash.
• On April 15, 2026, the Company issued shares of common stock to a non-affiliated corporation for services.
• On April 16, 2026, the Company issued shares of common stock to a non-affiliated corporation for services.
• On June 17, 2026, the Company issued shares of common stock to an affiliated individual (Andrew Read, CEO) for services.
• On June 21, 2026, the Company
issued shares of common stock to a non-affiliated investor pursuant to the equity line of credit agreement. The Company recorded
aggregate consideration of $
As of June 30, 2026, the Company had shares of common stock issued and outstanding.
Warrants
During 2025, the Company issued warrants to purchase
an aggregate of
A summary of warrant activity for the six months ended June 30, 2026 is as follows:
| Warrants | Weighted Average Exercise Price | |||||||||
| Outstanding at December 31, 2025 | $ | |||||||||
| Granted | $ | |||||||||
| Exercised | $ | |||||||||
| Expired | $ | |||||||||
| Outstanding at June 30, 2026 | $ | |||||||||
| Exercisable at June 30, 2026 | $ | |||||||||
| 11 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
A summary of warrant activity for the six months ended June 30, 2025 is as follows:
| Warrants | Weighted Average Exercise Price | |||||||||
| Outstanding at December 31, 2025 | ||||||||||
| Granted | ||||||||||
| Exercised | ||||||||||
| Expired | ||||||||||
| Outstanding at June 30, 2026 | ||||||||||
| Exercisable at June 30, 2026 |
As of June 30, 2026, warrants were outstanding
and exercisable, with a weighted average exercise price of approximately $
The following table summarizes warrants outstanding at June 30, 2026:
| Grant Date | Shares Under Warrant | Exercise Price | Expiration Date | Exercise Terms | ||||||||||
| ( | $ | |||||||||||||
| ( | $ | |||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| Total / Weighted Average | $ | |||||||||||||
Weighted Average term remaining:
For the current period issuances:
For the total warrants outstanding at June 30, 2026:
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above and the common stock issuances described below, we have not issued or sold any other securities.
During the six months ended June 30, 2026, the Company
issued an aggregate of shares of common stock. The financial statements record an aggregate increase of $
Note 6 – Equity Line of Credit and Stock Subscription Receivable
On January 29, 2026, the Company
entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with RH2 Equity Partners, L.P. (the “Investor”),
collectively referred to as the equity line of credit agreement. Under the agreement, the Company may, at its sole election and subject
to the terms, conditions, and limitations of the agreement, sell and issue to the Investor up to $
| 12 |
TRADEWINDS UNIVERSAL NOTES TO THE FINANCIAL STATEMENTS June 30, 2026 (Unaudited) |
The Company filed a registration statement on Form S-1 registering the offer and resale of up to shares of common stock issuable to the Investor under the equity line of credit agreement. The registration statement was declared effective by the Securities and Exchange Commission on May 6, 2026. The Board of Directors previously authorized the reservation of authorized but unissued shares of common stock for issuance under the agreement.
On June 21, 2026, the Board of Directors approved Purchase Notice No. 1 and authorized the issuance and sale of shares of the Company’s common stock to the Investor pursuant to the equity line of credit agreement. The Board also authorized the Company’s officers to execute the purchase notice, transfer-agent instructions, issuance forms, and other documents necessary to cause the shares to be issued and delivered to the Investor in direct registration system format.
On June 21, 2026, the Company
issued shares of common stock to the Investor pursuant to the equity line of credit agreement and recorded aggregate consideration
of $
As of June 30, 2026, the Company
had not received payment from the Investor for the shares. Accordingly, the Company recorded a stock subscription receivable of $
The stock subscription receivable will remain classified as contra-equity until the related consideration is collected. Upon receipt of payment, the Company will reduce the stock subscription receivable and record the corresponding increase in cash.
Note 7 - Going Concern
The Company has incurred recurring losses and, as
of June 30, 2026 and December 31, 2025, had accumulated deficits of $
The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing and achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 8 - Income Taxes
The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and the tax bases 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 for the six months ended June 30, 2026 and 2025 are as follows:
| June 30, 2026 | Rate | June 30, 2025 | Rate | |||||||||||||
| Net Loss Before Taxes | ) | % | ( | ) | % | |||||||||||
| Tax benefit at federal statutory rate | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| State income taxes, net of federal benefit | % | % | ||||||||||||||
| Change in valuation allowance | % | % | ||||||||||||||
| Provision from Income Taxes | % | % | ||||||||||||||
| June 30, 2026 | Rate | June 30, 2025 | Rate | |||||||||||||
| Deferred Tax Asset | % | % | ||||||||||||||
| Less Valuation Allowance | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Net Deferred Tax Asset | % | % | ||||||||||||||
Because of uncertainties surrounding the Company’s
ability to generate future taxable income to realize deferred tax assets, a full valuation allowance has been established. Accordingly,
Note 9 - Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date these financial statements were issued. Management has determined that there were no material subsequent events requiring recognition or disclosure in the financial statements for the quarter ended June 30, 2026.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contain forward-looking statements involving risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements due to many factors, including, but not limited to, those discussed under the section titled “Risk Factors” and elsewhere in this prospectus. See the section titled “Special Note Regarding Forward-Looking Statements” elsewhere in this prospectus.
Overview
Tradewinds Universal (“Tradewinds” or the “Company”) is a holding company focused on acquiring and developing businesses with long-term value, resilience, and growth potential. Our initial operations focused on the development and distribution of high-nutrition foods and beverages, including edible insect protein-based bars marketed under the Universal Proteins (UP) brand. In 2022, we also acquired a canine pain relief formula for development into pet treats.
On August 19, 2025, we entered into a non-binding Letter of Intent with Scar Holdings LLC, also known as Peppermint Hippo(TM), regarding the potential formation of a division focused on the acquisition and development of nightlife and hospitality venues under the Peppermint Hippo brand. The first proposed acquisition contemplated by the LOI is Peppermint Hippo Toledo, located in Toledo, Ohio, and the LOI further contemplates that we may evaluate possible acquisitions of additional Peppermint Hippo-branded venues over time. No definitive acquisition agreement has been entered into, and any acquisition would be subject to due diligence, definitive agreements, required consents, financing, and regulatory and licensing approvals. Accordingly, there can be no assurance that any proposed acquisition or nightlife and hospitality division will be completed or established.
We successfully completed the development, manufacturing, and initial distribution of two protein bar SKUs (Chocolate Almond and Peanut Butter Fruit) in 2023 through our partnership with YouBar, Inc. In 2024, we entered into a purchase agreement with a distributor for 1,040 cases of UP bars, all of which were sold by September 30, 2024. We continue to market our bars online and to retail outlets, but larger-scale distribution agreements remain uncertain. Development of additional SKUs is ongoing.
Looking ahead, we intend to keep expanding our UP product line, move forward with commercializing our canine pain relief formula, explore licensing and distribution opportunities, and evaluate opportunities in the nightlife and hospitality markets. We expect operating expenses to remain elevated as we develop new product lines, pursue strategic opportunities, and continue as a public company. Net losses are likely to vary depending on the timing of marketing efforts, research and development activities, professional fees, and potential acquisitions. We are working on securing funding through additional equity or debt financing to support our growth plans.
Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025
Revenue
For the three months ended June 30, 2026, the Company generated revenue of $25,000, compared to $20,000 for the three months ended June 30, 2025, an increase of $5,000, or 25%. For the six months ended June 30, 2026, revenue was $46,800, compared to $32,972 for the six months ended June 30, 2025, an increase of $13,828, or approximately 42%. Revenue for the three months ended June 30, 2026 consisted of management fee income. Revenue for the six months ended June 30, 2026 consisted of $25,000 of management fee income, $6,800 of distribution income, and $15,000 of product sales. The comparable 2025 periods included management fee and distribution income.
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Gross Profit
Gross profit was $25,000 for the three months ended June 30, 2026 and $46,800 for the six months ended June 30, 2026, compared to $20,000 and $32,972 for the three and six months ended June 30, 2025, respectively. The Company did not report cost of sales for any period presented; therefore, gross profit equaled revenue.
Operating Expenses
Total operating expenses for the three months ended June 30, 2026 were $2,891,860, compared to $45,143 for the three months ended June 30, 2025, an increase of $2,846,717. For the six months ended June 30, 2026, total operating expenses were $3,039,001, compared to $59,227 for the six months ended June 30, 2025, an increase of $2,979,774. The 2026 six-month expenses included consulting expense of $2,858,498, professional fees of $51,083, marketing expense of $90,313, amortization expense of $20,000, and general and administrative expense of $19,107.
The increase in operating expenses was primarily attributable to substantially higher consulting costs, together with increased professional fees, marketing activity, amortization, and general and administrative costs incurred in connection with business development activities, strategic initiatives, capital-raising activities, and the Company’s public-company obligations.
Net Loss
For the three months ended June 30, 2026, the Company recorded a net loss of $2,866,860, compared to a net loss of $25,143 for the three months ended June 30, 2025. For the six months ended June 30, 2026, the Company recorded a net loss of $2,992,201, compared to a net loss of $26,255 for the six months ended June 30, 2025. The increase in net loss was primarily driven by the increase in operating expenses, particularly consulting expense, including stock-based compensation. Basic and diluted net loss per share was $0.02 and $0.04 for the three- and six-month 2026 periods, respectively, compared to $0.00 for each comparable 2025 period.
Liquidity and Capital Resources
As of June 30, 2026, the Company had total assets of $276,331, compared to $307,333 as of December 31, 2025. Current assets at June 30, 2026 were $79,831, consisting of cash and cash equivalents of $8,636, accounts receivable of $70,750, and prepaid expenses of $445. Intangible assets, net, were $196,500 at June 30, 2026, compared to $216,500 at December 31, 2025. The decrease in intangible assets reflects $20,000 of amortization expense recorded during the six months ended June 30, 2026.
As of June 30, 2026, the Company had total liabilities of $92,000, consisting of accounts payable of $27,000 and a loan payable of $65,000, compared to no liabilities reported at December 31, 2025. Stockholders’ equity totaled $184,331 at June 30, 2026, compared to $307,333 at December 31, 2025. The decrease in stockholders’ equity was primarily attributable to the net loss of $2,992,201, partially offset by issuances of common stock.
At June 30, 2026, the Company had 129,810,580 shares of common stock issued and outstanding, compared to 42,690,580 shares at December 31, 2025. Common stock totaled $129,811 at June 30, 2026, compared to $42,691 at December 31, 2025. Additional paid-in capital was $4,412,599 at June 30, 2026, compared to $1,447,709 at December 31, 2025. The Company also recorded a stock subscription receivable of $182,810 as contra-equity at June 30, 2026. The accumulated deficit increased to $4,175,269 at June 30, 2026 from $1,183,067 at December 31, 2025.
On January 29, 2026, the Company entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with RH2 Equity Partners, L.P. under an equity line of credit that permits the Company, at its election and subject to the agreement's terms and limitations, to sell up to $10,000,000 of common stock. On June 21, 2026, the Company issued 5,920,000 shares to RH2 pursuant to the equity line of credit agreement and recorded aggregate consideration of $182,810. The issuance increased common stock by $5,920 and additional paid-in capital by $176,890. Because the consideration had not been received as of June 30, 2026, the Company recorded a $182,810 stock subscription receivable as a contra-equity account. Consequently, the issuance increased the number of shares issued and outstanding but did not provide cash liquidity as of June 30, 2026.
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The Company continues to have limited cash resources. At June 30, 2026, cash and cash equivalents were $8,636. The recurring losses, accumulated deficit of $4,175,269, and $141,002 of cash used in operating activities during the six months ended June 30, 2026 raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional capital to fund ongoing operations and future growth initiatives. Management intends to pursue additional equity financing, debt financing, revenue growth, and strategic partnerships; however, there can be no assurance that financing or revenue will be available on acceptable terms, or at all.
Cash Flows
Operating Activities
Net cash used in operating activities was $141,002 for the six months ended June 30, 2026, compared to net cash provided by operating activities of $120 for the six months ended June 30, 2025. The 2026 amount was primarily attributable to the net loss of $2,992,201 and an increase in accounts receivable of $22,000, partially offset by $20,000 of non-cash amortization, $2,801,200 of stock issued for services, a $25,000 decrease in prepaid expenses, a $27,000 increase in accounts payable, and a $1 rounding adjustment.
Investing Activities
The Company had no cash provided by or used in investing activities for the six months ended June 30, 2026 and June 30, 2025.
Financing Activities
Net cash provided by financing activities was $133,000 for the six months ended June 30, 2026, consisting of $68,000 of proceeds from the sale of common stock and $65,000 of proceeds from notes payable. The Company also issued 5,920,000 shares to RH2 Equity Partners, L.P. on June 21, 2026 pursuant to the equity line of credit agreement and recorded aggregate consideration of $182,810. Because payment had not been received as of June 30, 2026, the Company recorded the amount as a stock subscription receivable within contra-equity, and the transaction was excluded from cash provided by financing activities and disclosed as a supplemental non-cash financing activity. The Company had no cash provided by or used in financing activities for the six months ended June 30, 2025.
As a result of the foregoing, cash and cash equivalents decreased by $8,002 during the six months ended June 30, 2026, from $16,638 at December 31, 2025 to $8,636 at June 30, 2026. For the six months ended June 30, 2025, cash and cash equivalents increased by $120, from $210 at December 31, 2024 to $330 at June 30, 2025.
Off Balance Sheet Items
The Company does not have any off-balance sheet arrangements, special purpose entities, or other relationships that would have a material effect on its financial condition or results of operations.
Significant Accounting Policies and Estimates
The Company’s financial statements are 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, liabilities, revenues, and expenses. Significant estimates include the valuation and impairment of intangible assets, stock-based compensation, and the recognition of revenue from licensing and distribution agreements. Actual results may differ from those estimates.
Outlook
Management expects operating expenses to remain elevated as the Company continues to develop licensing opportunities, pursue strategic acquisitions, evaluate opportunities in the nightlife and hospitality sector, and meet its obligations as a public company. While management believes that the Company’s strategic shift toward licensing, distribution, and selected acquisitions may provide improved margins and scalability, the Company expects to continue incurring net losses in the near term. The Company’s ability to achieve profitability will depend on its ability to generate sustainable revenues, control operating costs, and secure additional financing as needed.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. 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 Quarterly Report on Form 10-Q, 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 Financial Reporting. 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 quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Quarterly Report on Internal Control 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 June 30, 2026.
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.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026, there were 129,810,580 shares of common stock issued and outstanding. As of December 31, 2025, there were 42,690,580 shares issued and outstanding.
Set forth below is information regarding the issuance and sales of securities without registration through June 30, 2026. No such sales involved the use of an underwriter, no advertising or public solicitation was involved, the securities bear a restrictive legend, and no commissions were paid in connection with the sale of any securities.
Since January 1, 2025 through June 30, 2026, the Company issued shares for services, asset acquisitions, cash, and subscription consideration. During the six months ended June 30, 2026, the Company issued an aggregate of 81,200,420 shares of common stock and recorded an aggregate increase of $87,120 to common stock and capital stock and $2,923,480 to additional paid-in capital. Of the aggregate consideration, $182,810 remained unpaid as of June 30, 2026 and was recorded as a stock subscription receivable presented as contra-equity, resulting in a net increase in stockholders’ equity of $2,833,000. The accompanying financial statements reflect 129,810,580 shares issued and outstanding as of June 30, 2026.
• On June 8, 2025, the Company issued 1,500,000 shares of common stock to a non-affiliated entity for services.
• On June 9, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
• On July 5, 2025, the Company issued 500,000 shares of common stock to a non-affiliated individual for services.
• On July 8, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated entity for services.
• On July 29, 2025, the Company issued 66,667 shares of common stock to a non-affiliated individual for cash.
• On August 20, 2025, the Company issued 173,913 shares of common stock to a non-affiliated entity in exchange for an asset.
• On September 23, 2025, the Company issued 200,000 shares of common stock to a non-affiliated individual for services.
• On October 10, 2025, the Company issued 500,000 shares of common stock to a non-affiliated entity for services.
• On October 15, 2025, the Company issued an aggregate of 1,780,000 shares of common stock, consisting of 1,500,000 shares issued to a non-affiliated entity for services and 280,000 shares issued to a non-affiliated individual for cash.
• On November 1, 2025, the Company issued 1,400,000 shares of common stock to a non-affiliated individual for services.
• On November 3, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
• On November 12, 2025, the Company issued 1,000,000 shares of common stock to a non-affiliated individual for services.
• On November 28, 2025, the Company issued 400,000 shares of common stock to a non-affiliated individual for cash.
• On January 23, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.
• On January 28, 2026, the Company issued 500,000 shares of common stock to a non-affiliated individual for cash.
• On April 13, 2026, the Company issued 1,200,000 shares of common stock to a non-affiliated individual for cash.
• On April 15, 2026, the Company issued 2,000,000 shares of common stock to a non-affiliated corporation for services.
• On April 16, 2026, the Company issued 2,000,000 shares of common stock to a non-affiliated corporation for services.
• On June 17, 2026, the Company issued 75,000,000 shares of common stock to an affiliated individual (Andrew Read, CEO) for services.
• On June 21, 2026, the Company issued 5,920,000 shares of common stock to a non-affiliated investor at a purchase price of $0.03 per share, for aggregate consideration of $182,810. The consideration had not been collected as of June 30, 2026 and was recorded as a stock subscription receivable within stockholders’ equity. No cash proceeds related to the issuance were included in the statement of cash flows for the six months ended June 30, 2026.
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As of June 30, 2026, the Company had 129,810,580 shares of common stock issued and outstanding.
Warrants
During 2025, the Company issued warrants to purchase an aggregate of 946,667 shares of common stock to the Beling Family Trust. During the six months ended June 30, 2026, the Company issued additional warrants to purchase an aggregate of 2,200,000 shares of common stock to the Beling Family Trust, including a warrant issued on April 13, 2026 to purchase up to 1,200,000 shares of common stock at an exercise price of $0.015 per share. The April 13, 2026 warrant expires on April 13, 2029.
A summary of warrant activity for the six months ended June 30, 2026 is as follows:
| Warrants | Weighted Average Exercise Price | |||||||||
| Outstanding at December 31, 2025 | 946,667 | $ | 0.08 | |||||||
| Granted | 2,200,000 | $ | 0.03 | |||||||
| Exercised | — | $ | — | |||||||
| Expired | — | $ | — | |||||||
| Outstanding at June 30, 2026 | 3,146,667 | $ | 0.05 | |||||||
| Exercisable at June 30, 2026 | 3,146,667 | $ | 0.05 | |||||||
As of June 30, 2026, 3,146,667 warrants were outstanding and exercisable, with a weighted average exercise price of approximately $0.05 per share.
The following table summarizes warrants outstanding at June 30, 2026:
| Grant Date | Shares Under Warrant | Exercise Price | Expiration Date | Exercise Terms | ||||||||||
| July 29, 2025 | 66,667 | $ | 0.30 | July 29, 2028 | Cash exercise | |||||||||
| September 8, 2025 | 200,000 | $ | 0.10 | September 8, 2028 | Cash exercise | |||||||||
| October 15, 2025 | 280,000 | $ | 0.05 | October 15, 2028 | Cash exercise | |||||||||
| November 28, 2025 | 400,000 | $ | 0.05 | November 28, 2028 | Cash exercise | |||||||||
| January 23, 2026 | 500,000 | $ | 0.05 | January 23, 2029 | Cash exercise | |||||||||
| January 28, 2026 | 500,000 | $ | 0.05 | January 28, 2029 | Cash exercise | |||||||||
| April 13, 2026 | 1,200,000 | $ | 0.015 | April 13, 2029 | Cash exercise | |||||||||
| Total / Weighted Average | 3,146,667 | $ | 0.05 | |||||||||||
Weighted Average term remaining:
For the current period issuances:
2,200,000 warrants issued during the six months ended June 30, 2026 had a weighted-average remaining contractual term of approximately 2.69 years as of June 30, 2026.
For the total warrants outstanding at June 30, 2026:
3,146,667 warrants outstanding had a weighted-average remaining contractual term of approximately 2.58 years as of June 30, 2026.
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above and the common stock issuances described below, we have not issued or sold any other securities.
During the six months ended June 30, 2026, the Company issued an aggregate of 81,200,420 shares of common stock. The financial statements record an aggregate increase of $2,833,000 in common stock and additional paid-in capital for these issuances.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
| Incorporated by Reference |
Filed or Furnished | |||||||||
| No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 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: August 19, 2026 | 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 Andrew Read |
President/Chief Executive Officer and Director(principal executive officer) | August 19, 2026 |
|
/s/ Andrew Read Andrew Read |
Chief Financial Officer and Director (principal accounting officer) | August 19, 2026 |
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