TRWD 10-K/A
Tradewinds Universal (TRWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year 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 ☐
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 ☐
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
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 December 31, 2025 (the last business day
of the registrant's most recently completed fiscal year end), the aggregate market value, computed by reference to the price at which
the registrant's common equity was last sold, of the 20,460,580 shares of common stock held by non-affiliates of the issuer on such date
was $
As of March 31, 2026, the Company had shares of common stock, par value $0.001 per share, outstanding.
Documents incorporated by reference: None
EXPLANATORY NOTE
Except as described above, no other changes have been made to the Original Form 10-K. This Amendment does not amend, update or modify the financial statements or any other disclosures contained in the Original Form 10-K and does not reflect events occurring after the filing date of the Original Form 10-K.
TABLE OF CONTENTS
| PAGE | ||
| Part I | ||
| ITEM 1 | Business | 1 |
| ITEM 1A | Risk Factors | 4 |
| ITEM 1B | Unresolved Staff Comments | 4 |
| ITEM 1C | Cybersecurity | 4 |
| ITEM 2 | Properties | 4 |
| ITEM 3 | Legal Proceedings | 4 |
| ITEM 4 | Mine Safety Disclosures | 4 |
| Part II | ||
| ITEM 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 |
| ITEM 6 | Selected Financial Data | 5 |
| ITEM 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 7 |
| ITEM 8 | Financial Statements and Supplementary Data | F-1 - F-13 |
| ITEM 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 8 |
| ITEM 9A | Controls and Procedures | 8 |
| ITEM 9B | Other Information | 8 |
| ITEM 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 8 |
| Part III | ||
| ITEM 10 | Directors, Executive Officers and Corporate Governance | 9 |
| ITEM 11 | Executive Compensation | 9 |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 10 |
| ITEM 13 | Certain Relationships and Related Transactions, and Director Independence | 10 |
| ITEM 14 | Principal Accountant Fees and Services | 10 |
| Part IV | ||
| ITEM 15 | Exhibits and Financial Statement Schedules | 11 |
| Signatures | 12 |
i
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. References in this report to “TRADEWINDS,” the “Company,” “we,” “us,” or “our” refer to TRADEWINDS UNIVERSAL.
Except for statements of historical fact, all statements included in this report are forward-looking statements. Forward-looking statements appear in, among other places, the sections entitled “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures About Market Risk.” These statements relate to, among other things, our business strategy, future operations, financial condition, liquidity and capital resources, capital expenditures, future revenues, market opportunities, customer demand, product development, competitive position, industry trends, and growth plans.
Forward-looking statements may be identified by words such as “may,” “will,” “should,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “goal,” “continue,” or similar expressions. These statements are based on management’s current expectations, assumptions, and beliefs and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements.
Factors that could cause actual results to differ materially include, but are not limited to: our limited operating history; our ability to develop, manufacture, and market our products successfully; our ability to generate customer demand in our target markets; the development and growth of our target markets; our ability to manufacture products at competitive costs; pricing pressures and competition; technological changes and the development of competing technologies; our ability to raise additional capital on acceptable terms, if at all; our ability to generate positive cash flow and achieve profitability; disruptions to our operations, including those related to public health events; dependence on key personnel; the effectiveness of our internal controls over financial reporting; and sales of shares by existing stockholders. These and other risks are discussed in greater detail under the heading “Risk Factors” elsewhere in this report.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. All forward-looking statements in this report are made as of the date of this filing. Except as required by applicable U.S. federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
SUMMARY OF RISK FACTORS
An investment in our securities involves a high degree of risk. The following is a summary of certain material risks that could adversely affect our business, financial condition, results of operations, and the value of our securities. This summary does not describe all of the risks we face and is qualified in its entirety by the more detailed discussion included under the heading “Risk Factors” in this report.
- We have a limited operating history in an evolving industry, which makes it difficult to evaluate our business and prospects and increases the risk that we may not achieve or sustain profitability.
- We have incurred losses since inception, have not generated positive cash flow from operations, and may continue to incur losses for the foreseeable future.
- Our ability to continue operations depends on our ability to generate sufficient cash flow or obtain additional financing, which may not be available on acceptable terms, if at all.
- We will require additional capital to fund operations and growth, and future financings may result in dilution to existing stockholders.
- Disruptions from public health events, including the COVID-19 pandemic, have adversely affected and may continue to affect our operations, development activities, and business plans.
- We depend on key management and technical personnel and may face difficulties attracting or retaining qualified personnel.
- Our business requires substantial capital, and failure to maintain adequate liquidity could jeopardize our ability to continue operations.
- Our common stock trades on the OTCMarkets rather than a national securities exchange, which may result in limited liquidity, increased volatility, and difficulty selling shares.
- Our stock price may be volatile, and investors could lose all or part of their investment.
- We do not anticipate paying cash dividends in the foreseeable future.
- Shares eligible for future sale could negatively impact the market price of our common stock.
- Our charter documents and Wyoming law may discourage or delay takeover attempts that stockholders may consider favorable.
- Penny stock regulations and FINRA sales practice requirements may limit the marketability of our securities.
- If we fail to maintain effective internal controls over financial reporting, our ability to accurately report financial results and prevent fraud may be impaired.
ii
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.
In August 2025, the Company executed a Letter of Intent (“LOI”) with Peppermint Hippo™ to establish a nightlife and hospitality division. Pursuant to the LOI, the Company intends to acquire Peppermint Hippo Toledo as its initial property, followed by a phased national expansion that includes several Peppermint Hippo locations and additional affiliated brands owned or operated by Peppermint Hippo. This transaction represents a strategic expansion of the Company’s operations into the nightlife and hospitality sector.
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 Licensing Rights 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.
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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.
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.
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.
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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.
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.
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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.
ITEM 1A. 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.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
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.
ITEM 2. 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.
ITEM 3. 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.
ITEM 4. Mine Safety Disclosures
Not applicable.
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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Since inception, the Company has issued and sold securities in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). No such sales involved the use of an underwriter, and no underwriting discounts or commissions were paid in connection with any of the issuances. The recipients of the securities acquired such securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate restrictive legends were affixed to the share certificates or book-entry statements issued in such transactions. The Company believes that each of the following issuances was exempt from registration under Section 4(a)(2) of the Securities Act and, where applicable, Rule 506 of Regulation D promulgated thereunder, as transactions not involving any public offering.
On February 5, 2022, the Company issued 230,000 shares of its common stock to the Company's CEO, a related party, at a purchase price of $0.01 per share for aggregate cash proceeds of $2,300.
On December 28, 2023, the Company issued 22,000,000 shares of its common stock to the Company's CEO, a related party, at a deemed price of $0.01 per share for services rendered.
During the year ended December 31, 2025, the Company issued an aggregate of 10,520,580 shares of common stock in private transactions, consisting of 9,400,000 shares issued for services, 173,913 shares issued in exchange for an asset, and 946,667 shares issued for cash. Such issuances were made to a limited number of non-affiliated individuals and non-affiliated entities as follows:
| · | 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. |
During the year ended December 31, 2025, the Company also issued warrants to purchase an aggregate of 946,667 shares of common stock to one non-affiliated individual, as follows:
| · | On July 29, 2025, the Company issued a warrant to purchase 66,667 shares of common stock to a non-affiliated individual at an exercise price of $0.30 per share. The warrant expires on July 29, 2028, and is exercisable for cash. |
| · | On September 8, 2025, the Company issued a warrant to purchase 200,000 shares of common stock to a non-affiliated individual at an exercise price of $0.10 per share. The warrant expires on September 8, 2028, and is exercisable for cash. |
| · | On October 15, 2025, the Company issued a warrant to purchase 280,000 shares of common stock to a non-affiliated individual at an exercise price of $0.05 per share. The warrant expires on October 15, 2028, and is exercisable for cash. |
| · | On November 28, 2025, the Company issued a warrant to purchase 400,000 shares of common stock to a non-affiliated individual at an exercise price of $0.05 per share. The warrant expires on November 28, 2028, and is exercisable for cash. |
In addition, the Company issued 6,940,000 shares of common stock in a Rule 506 offering under Regulation D at an offering price of $0.01 per share for aggregate gross proceeds of $69,400. None of the investors in such offering were affiliates of the Company’s directors, officers, promoters, or beneficial owners of more than 10% of the Company’s securities.
ITEM 6. 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 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 Annual report on Form 10-K. 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, Inc. is a holding company focused on developing, acquiring, and commercializing businesses with long-term growth potential. Historically, the Company’s operations have centered on the development and marketing of functional food products, including high-protein nutrition bars under the Universal Proteins (“UP”) brand, as well as the development and licensing of a canine pain relief formula. During 2024 and 2025, the Company shifted its strategic focus away from physical product sales toward licensing, distribution rights, and technology-enabled assets, including the acquisition of intangible assets through non-cash transactions.
The Company has not yet achieved profitability and continues to incur operating losses as it invests in product development, licensing arrangements, professional services, and public company compliance. Management believes these activities are necessary to position the Company for future revenue growth, although there can be no assurance that such efforts will be successful.
Results of Operations
Comparison of the Years Ended December 31, 2025 and 2024
Revenue
For the year ended December 31, 2025, the Company generated total revenues of approximately $133,222. Revenue during 2025 was primarily derived from the sale of distribution and licensing rights. By comparison, for the year ended December 31, 2024, the Company generated revenues of approximately $171,596, which consisted primarily of affiliate marketing commissions, licensing activity, and sales of the Company’s UP protein bars. The decrease in revenue of $38,374 year-over-year was attributable to the discontinuation of physical product sales and a reduction in affiliate marketing activity as the Company transitioned its business model toward licensing and distribution arrangements.
Cost of Goods Sold
For the year ended December 31, 2025, the Company recorded no cost of goods sold, as revenues were derived from licensing and distribution rights that did not carry direct production or fulfillment costs. For the year ended December 31, 2024, cost of goods sold totaled approximately $21,645, reflecting manufacturing and fulfillment costs associated with sales of the Company’s UP protein bars.
Gross Profit
As a result of the absence of cost of goods sold in 2025, gross profit for the year ended December 31, 2025 was equal to total revenues of approximately $133,222, representing a gross margin of 100%. For the year ended December 31, 2024, gross profit totaled approximately $149,951, reflecting a gross margin of approximately 87%. The decline in gross profit was primarily driven by lower overall revenues, partially offset by improved margins due to the shift away from physical products.
Operating Expenses
Total operating expenses for the year ended December 31, 2025 were approximately $1,026,099, compared to approximately $219,323 for the year ended December 31, 2024. The increase in operating expenses was driven primarily by the sharp rise in consulting expense to $835,660 in 2025 from $5,133 in 2024, along with amortization of $14,800 and higher general and administrative costs, partially offset by lower marketing expense. The increase in operating expenses was primarily attributable to higher consulting and professional fees incurred in connection with business development activities, strategic advisory services, and the Company’s transition toward licensing and distribution-based operations. These increases were partially offset by lower marketing expenses following the discontinuation of UP protein bar sales.
Net Loss
For the year ended December 31, 2025, the Company recorded a net loss of approximately $892,877, compared to a net loss of approximately $115,743 for the year ended December 31, 2024. The increase in net loss was primarily driven by the increase in consulting expense, including non-cash stock-based compensation/stock issued for services, plus higher amortization and general and administrative costs, partially offset by the absence of cost of goods sold in 2025.
Liquidity and Capital Resources
As of December 31, 2025, the Company had total assets of approximately $307,333, compared to total assets of approximately $31,510 as of December 31, 2024. The increase in total assets was primarily attributable to the acquisition of intangible assets and increases in accounts receivable and prepaid expenses associated with licensing and distribution activities.
| 6 |
The Company had no significant liabilities as of December 31, 2025. Stockholders’ equity totaled approximately $307,333 at December 31, 2025, compared to approximately $31,510 at December 31, 2024. The increase in stockholders’ equity was primarily the result of equity issuances for cash, services, and asset acquisitions during 2025.
Despite the increase in assets and equity, the Company had limited cash on hand at December 31, 2025 and an accumulated deficit of approximately $1,183,067. In addition the company has cash of $16,638, accounts receivable of $48,750, and prepaid expenses of $25,445.These conditions 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, licensing revenue growth, and strategic partnerships; however, there can be no assurance that such financing or revenue will be available on acceptable terms, or at all.
Cash Flow Overview
The Company has historically funded operations primarily through equity issuances. During 2025, financing activities consisted mainly of proceeds from the issuance of common stock for cash, services, and asset acquisitions. Net cash used in operating activities was $(577,572) for 2025, reflecting the net loss adjusted for non-cash stock-based compensation of $894,700, amortization of $14,800, and changes in working capital, including increases in prepaid expenses and accounts receivable. Net cash used in investing activities was $(200,000), primarily related to the acquisition of intangible assets. Net cash provided by financing activities was $74,000, primarily from the issuance of common stock for cash.
Off-Balance Sheet Arrangements
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.
Critical 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, and meet its obligations as a public company. While management believes that the Company’s strategic shift toward licensing and distribution 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
| 7 |
Item 8. Financial Statements and Supplementary Data
Financial Statements
Tradewinds Universal
Table of Contents
December 31, 2025
| 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 sheet of Tradewinds Universal (“the Company”) as of December 31, 2025, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, 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, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has a history of accumulated deficits. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 6. 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 audit. 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 audit 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.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
|
We have served as the Company’s auditor since 2025.
| |
| April 14, 2026 | |
| F-2 |
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.
/s/
We have served as the Company’s auditor since 2024.
Astra Audit & Advisory, LLC
March 31, 2025
| F-3 |
TRADEWINDS UNIVERSAL
Balance Sheets as of December 31, 2025 and December 31, 2024
| December
31, 2025 | December
31, 2024 | |||||||
| 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 | $ | $ | ||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 3) | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value, shares authorized, issued and outstanding at December 31, 2025 and issued and outstanding at December 31, 2024 | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements
| F-4 |
TRADEWINDS UNIVERSAL
STATEMENTS OF OPERATIONS
For the Years ended December 31, 2025 and 2024
| December
31, 2025 | December
31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Marketing | ||||||||
| Professional Fees | ||||||||
| Consulting | ||||||||
| Amortization | ||||||||
| General and Administrative | ||||||||
| Loss on Impairment | ||||||||
| Total Operating Expenses | ||||||||
| Net Loss Before Taxes | ( | ) | ( | ) | ||||
| Provision for Income Tax | ( | |||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Share – Basic and Diluted | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares used in the calculation of net loss per common share | ||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-5 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Common Shares | Common Shares Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Shares issued for services | ||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares Issued for Services | ||||||||||||||||||||
| Shares Issued for Cash | ||||||||||||||||||||
| Shares Issued for Asset | ||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these audited financial statements
| F-6 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CASH FLOW
For the Years Ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash from Operating Activities | ||||||||
| Deferred Taxes | ||||||||
| Amortization | ||||||||
| Stock Based compensation | ||||||||
| Impairment of Intangible Assets | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Inventory | ||||||||
| Prepaid Expense | ( | ) | ||||||
| Accounts Receivable | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Intangible assets | ||||||||
| Net Cash Provided by Investing Activities | ||||||||
| Financing Activities | ||||||||
| Common Stock | ||||||||
| 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 | $ | $ | ||||||
| Supplemental Non-Cash Investing and Financing Activities | ||||||||
| Prepaid Expense (non-cash future payment) | $ | $ | ||||||
| Purchase of Intangible Asset (shares issued, non-cash transaction) | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements
| F-7 |
TRADEWINDS UNIVERSAL
NOTES TO THE AUDITED FINANCIAL STATEMENTS
December 31, 2025
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.
In August 2025, the Company signed a Letter of Intent with Peppermint Hippo™, a company that generates an estimated $30 million in annual revenue, to launch a nightlife and hospitality division. This will begin with the planned acquisition of Peppermint Hippo Toledo and a staged rollout of several additional clubs across the country.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying audited 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, results of operations, and cash flows for the years ended December 31, 2025 and December 31, 2024 have been included.
Estimates
The preparation of the financial statement 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 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
Accounts Receivable
Accounts receivable consist of trade receivables
and are stated at the amount management expects to collect. As of December 31, 2025, accounts receivable totaled $
The Company evaluates accounts receivable for
expected credit losses in accordance with ASC 326, Financial Instruments—Credit Losses. In estimating expected credit losses,
management considers relevant available information, including historical collection experience, the financial condition and creditworthiness
of the customer, current economic conditions, and reasonable and supportable forecasts of future conditions that may affect collectibility.
Because the Company had no prior history of credit losses, the receivable balance at December 31, 2025 was due from a single customer
with no history of delinquency or default, and management was not aware of any current or expected future events that would materially
affect the customer’s ability to pay,
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 December 31, 2025, prepaid expenses totaled $
| F-8 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
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. An impairment loss is recognized for the amount by which the carrying value exceeds the asset’s estimated fair value.
As of December 31, 2025, the Company’s intangible assets consisted of the following:
| · | AI App, net $ |
| · | Formula-Pets $ |
| · | Trademarks $ |
| · | Website, net $ |
Total intangible assets at gross amounted to $
As of December 31, 2024, the Company’s intangible
assets consisted of intangible assets of $
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. As of December 31, 2025, the website was fully amortized. 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 that
the asset may be impaired. Amortization expense for the year ended December 31, 2025 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 December 31, 2025, there were shares of common stock issued and outstanding. (See: Note 5 Shareholders' Equity)
The Company issued shares of common stock as compensation for services during the year ended December 31, 2025
There were shares issued for services during the year ended December 31, 2024.
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. During the year ended December 31, 2024, the Company recorded an impairment charge of $
As of December 31, 2025, the carrying value of the Formula-Pets intangible
asset was $
| F-9 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
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. The Company applies the following five steps in determining revenue recognition: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when, or as, the Company satisfies a performance obligation.
The Company’s revenue is derived primarily from distribution rights, licenses, and affiliate commissions.
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.
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 payable, and
accrued liabilities 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. The Company did
not elect the fair value option for any eligible assets or liabilities under ASC 825. As of December 31, 2025 and 2024, 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
| F-10 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
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 and diluted net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Potentially dilutive securities were excluded from the calculation as their effect would be anti-dilutive.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances annual income tax disclosure requirements. For public business entities, the amendments are effective for annual periods beginning after December 15, 2024. Accordingly, the Company adopted ASU 2023-09 for the year ended December 31, 2025. The adoption of this standard did not have an effect on the Company’s financial position, results of operations, or cash flows, but required expanded annual income tax disclosures.
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. 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, 2025, and December 31, 2024, the Company is not aware of any contingent liabilities that should be reflected in the audited financial statements.
Note 4 - Segment Disclosure
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 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 December 31, 2025, and 2024 consisted of the following:
Segment Disclosures for the Years Ended:
| December 31, 2025 | December 31, 2024 | |||||||
| Sales | ||||||||
| Revenues | $ | $ | ||||||
| Net Sales | ||||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| Sales, marketing and support | ||||||||
| Marketing costs | ||||||||
| Professional fees | ||||||||
| Amortization | ||||||||
| Consulting | ||||||||
| General and Administrative costs | ||||||||
| Loss on Impairment | ||||||||
| Net Income (Loss) Before Taxes | $ | ( | ) | $ | ( | ) | ||
| F-11 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
Note 5 – Stockholders' Equity
The Company is authorized to issue shares of common stock, par value per share. As of December 31, 2025, there were shares of common stock issued and outstanding.
Set forth below is information regarding the issuance and sales of securities without registration since inception. 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, we have issued an aggregate
of shares: shares to 10 people for services, shares were issued for an asset, and an aggregate of
shares were issued to 4 people as cash investors. The related amounts recorded were as follows: shares issued for services — common
stock of $
| · | 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. |
| · | 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 February 5, 2022, the Company issued
shares of common stock to Andrew Read at $ for $
The company issued shares in a
Regulation D, Rule 506 offering which was filed with the SEC on March 11, 2022, done in compliance with Section (4)(a)(2) of the 1933
Act, at an offering price of $
As of December 31, 2025, the Company had shares of common stock issued and outstanding.
Warrants
During the year ended December 31, 2025, the Company
issued warrants to purchase an aggregate of
A summary of warrant activity for the year ended December 31, 2025 is as follows:
| Warrants | Weighted Average Exercise Price | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Granted | $ | ||||||||||
| Exercised | $ | ||||||||||
| Expired | $ | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Exercisable at December 31, 2025 | $ | ||||||||||
| F-12 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
The weighted average exercise price of warrants granted during the year ended December 31, 2025 was $ per share. The weighted average remaining contractual term of warrants outstanding at December 31, 2025 was approximately years.
Based on the Company’s common stock price
of $
| Grant Date | Shares Under Warrant | Exercise Price | Expiration Date | Exercise Terms | ||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
| Total / Weighted Average | $ | |||||||||||||
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.
No stock was issued to related parties during the period.
Note 6 - Going Concern
The Company has incurred recurring losses and,
as of December 31, 2025 and December 31, 2024, 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 7 - 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 years ended December 31, 2025 and 2024, are as follows:
| December 31, 2025 | Rate | December 31, 2024 | 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 | % | % | ||||||||||||||
| December 31, 2025 | Rate | December 31, 2024 | Rate | |||||||||||||
| Deferred Tax Asset | % | % | ||||||||||||||
| Less Valuation Allowance | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Net Deferred Tax Asset | % | % | ||||||||||||||
As of December 31, 2025, 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, 2025.
| F-13 |
TRADEWINDS UNIVERSAL NOTES TO THE AUDITED FINANCIAL STATEMENTS December 31, 2025
|
Note 8 - Subsequent Events
On January 29, 2026, the Company
entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with RH2
Equity Partners (“RH2”), pursuant to which RH2 has committed to purchase, at the Company’s discretion and subject to
specified conditions, up to $
In connection with the Purchase Agreement, the Company filed a registration statement on Form S-1 to register for resale up to shares of common stock that have been or may be issued to RH2 under the Purchase Agreement. The registered shares are being offered for resale by RH2, and the Company will not receive any proceeds from the resale of such shares.
No shares were issued, and no proceeds were received under the Purchase Agreement as of December 31, 2025.
The Company evaluated subsequent events through the date the financial statements were issued and determined that no other subsequent events require recognition or disclosure.
F-14
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
In 2025, the Company transitioned its independent registered public accounting firm from Astra Audit & Advisory to Fruci & Associates CPAs. 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.
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 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 year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual 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 December 31, 2025.
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
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers, Promoters and 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, 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 Read has 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, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position (1) | Fiscal Year | Salary | Bonus | Stock Awards(1) | All other Compensation | Total | ||||||||||||||||
| Andrew Read President and CEO, CFO | FY 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Andrew Read President and CEO, CFO | FY 2024 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Andrew Read 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.
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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, 2025, no new warrants or any other equity awards were awarded to the executives.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information as of December 31, 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 | 52 | % | ||||||
(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.
The percent of class is based on 42,690,580 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, 2025, 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, 2025.
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. In 2025, the Company transitioned its independent registered public accounting firm from Astra Audit & Advisory to Fruci & Associates II, PLLC. The change was not due to any disagreement or issue with Astra. Astra’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, 2025, we incurred approximately $23,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and approximately $18,442 in December 31, 2024.
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Item 15. Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 3.1 | Articles of Incorporation | S-1 | 3.1 | 12/22/2023 | ||||||
| 3.2 | Certificate of Incorporation | S-1 | 3.2 | 12/22/2023 | ||||||
| 3.3 | Bylaws | S-1 | 3.3 | 12/22/2023 | ||||||
| 10.1 | Employment Agreement | S-1 | 10.1 | 12/22/2023 | ||||||
| 10.2 | Amended Employment Agreement | S-1/A | 10.2 | 2/14/2024 | ||||||
| 19.1 | 10-K | 19.1 | 3/31/2024 | |||||||
| 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 | ||||||||
** Filed Herewith
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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: April 17, 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) | April 17, 2026 |
|
/s/ Andrew Read Andrew Read |
Chief Financial Officer and Director (principal accounting officer) | April 17, 2026 |
| 12 |