Tradewinds Universal 10-Q for FY2025 Q2
Tradewinds Universal (TRWD)
About this 10-Q
Tradewinds Universal filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $20K
- down 77.4% from $88.54K a year earlier
- Net loss
- $25.14K
- compared with a net loss of $42.47K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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
Andrewreadtw@gmail.com
(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 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 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 July 15, 2025: .
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, we undertake no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
TABLE OF CONTENTS
INDEX
| Part I. | Financial Information | |
| Item 1. | Financial Statements | 2 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. | Controls and Procedures | 13 |
| Part II. | Other Information | 13 |
| Item 1. | Legal Proceedings | 13 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. | Defaults upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 14 |
| Item 5. | Other Information | 14 |
| Item 6. | Exhibits | 14 |
| Signatures | 15 |
Financial Statements
Tradewinds Universal
Table of Contents
June 30, 2025
| Financial Statements | 1 |
| Balance Sheets as of June 30, 2025 (unaudited), and December 31, 2024 | 2 |
| Statements of Operations for the three months and six months ended June 30, 2025 and June 30, 2024 (unaudited) | 3 |
| Statements of Changes in Stockholders Equity for the three and six months ended June 30, 2025 and 2024(Unaudited) | 4 |
| Statements of Cash Flow for the six months ended June 30, 2025 and 2024 (unaudited) | 5 |
| Notes to the Financial Statements | 6 |
| 1 |
TRADEWINDS UNIVERSAL
BALANCE SHEETS
| June 30, 2025 (Unaudited) | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Total Current Assets | ||||||||
| Intangible Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | — | — | ||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 3) | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| 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, 2025 | For the Three Months ended June 30, 2024 | For the Six Months ended June 30, 2025 | For the Six Months ended June 30, 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Commission 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, 2025 AND 2024
(Unaudited)
| Common Stock | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Shares Issued | ||||||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 4 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CASH FLOW
(Unaudited)
| For the Six Months ended June 30, 2025 | For the Six Months ended June 30, 2024 | |||||||
| 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 | ( | ) | ||||||
| Deferred Tax Asset | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid Expense | ||||||||
| Net Cash from Operating Activities | ||||||||
| Investing Activities | ||||||||
| Purchase of Intangible Asset | ||||||||
| Net Cash from Investing Activities | ||||||||
| Financing Activities | ||||||||
| 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) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| 5 |
TRADEWINDS UNIVERSAL
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2025
Note 1 – Nature of Operations
Nature of Operations
Tradewinds Universal (“Tradewinds” or the “Company”) was incorporated in Wyoming on December 21, 2021, for the purpose of developing, manufacturing, and distributing high nutrient-based edible insect protein bars, shakes, and other high nutrition foods/ snacks and drinks.
Additionally, on December 11, 2022, Tradewinds acquired a pain relief formula for dogs which it intends to manufacture and distribute in the form of treats.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company.
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
Inventory
Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.
Intangible Asset
As of June 30, 2025, the Company had $
| 6 |
Impairment Of Long-Lived Assets
The Company determines its long-lived assets impairment
in accordance with Accounting Standards Codification (ASC) 360-10, Impairment or Disposal of Long-Lived Assets. The Company evaluates
long-lived assets, such as property and equipment and depreciable intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. Indefinite lived intangible assets are tested for impairment at least
annually. If indicators of impairment exist and the undiscounted future cash flows that the assets are expected to generate are less than
the carrying value of the assets, the Company reduces the carrying amount of the assets to their estimated fair values based on a discounted
cash flow approach or, when available and appropriate, to comparable market values. There were
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606. Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount:
| i. | Identification of the promised goods in the contract; |
| ii. | Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; |
| iii. | Measurement of the transaction price, including the constraint of variable consideration; |
| iv. | Allocation of the transaction price of the performance obligations; and |
| v. | Recognition of revenue when (or as) the Company satisfies each performance obligation. |
The performance obligation associated with a typical product sale will be satisfied upon delivery to customers, and the revenue will be recognized at that time. Payments are due on demand. The Company does not offer any warranty on its products; however, customers do receive a manufacturer’s warranty.
The Company's main revenue stream to date has been from the sale of distribution territories for its protein bars. The Company sells rights to distribute its protein bars and other products to outside parties and determines if the distribution agreement (“DA”) is a distinct (separate) performance obligation in accordance with ASC 606. If the DA is determined not to be distinct, the license is combined with the other goods or services and the combined performance obligation is accounted for using the general revenue recognition model outlined above. If the DA is determined to be distinct, the Company analyzes whether the DA is functional or symbolic to assess the timing of revenue recognition. The DA by the Company was determined to be a distinct performance obligation of symbolic intellectual property (“IP)”, which provides a right to access IP. ASC 606 states that revenue from licenses of IP deemed to provide a right to use IP will be recognized at a point in time when control is transferred.
In accordance with Topic 606, the Company analyzes the following to determine when to recognize DA revenue:
i. Whether the transaction represents a sale or licensing of intellectual property (IP),
ii. Whether the IP is a distinct performance obligation,
iii. The nature of the license - functional or symbolic; and
iv. The timing of recognition based on the nature of the license.
The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods and represents services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. The Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. Generally, the Company' s performance obligations are transferred to customers at a point in time, typically upon delivery
| 7 |
Fair Value of Financial Instruments
ASC 825, Financial Instruments ("ASC 825") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities when reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows ASC 820, Fair Value Measurements ("ASC 820") and ASC 825, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Income Taxes
In accordance with ASC 740 Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in Income in the period that includes the enactment date.
The Company has adopted the provisions set
forth in ASC 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions,
the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities
may challenge such positions, and the resolution of such matters could result in recognition of Income tax expense in the Company's financial
statements. Management believes it has used reasonable judgment 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 computes income (loss) per share in accordance with ASC 260 Earning Per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company does not have a complex capital structure requiring the computation of diluted earnings per share.
Advertising and Marketing Expenses
The Company follows the policy of charging the costs of advertising, marketing,
and public relations to expense as incurred. The Company has $
Recently Issued Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2024 that are of significance or potential significance to the Company.
| 8 |
Note 3 - Going Concern
The Company's financial statements are prepared
using GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to
continue as a going concern, and therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
As of June 30, 2025, and December 31, 2024, the Company had an accumulated deficit of $
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.
Note 4 - 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 one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, who reviews financial information and annual operating plans for purposes of making operating decisions, evaluating financial performance, and allocating resources.
The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net loss for June 30, 2025, and 2024 consisted of the following:
Segment Disclosures for the Quarters Ended:
| Schedule of segment disclosures | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Sales | ||||||||
| Distribution Income | ||||||||
| Affiliate Commissions | ||||||||
| Net Sales | ||||||||
| Gross Profit | ||||||||
| Sales, marketing and support | ||||||||
| Marketing costs | ||||||||
| Professional fees | ||||||||
| Amortization | ||||||||
| Consulting | ||||||||
| General and Administrative costs | ||||||||
| Net Income (Loss) Before Taxes | $ | ( | ) | $ | ||||
| 9 |
Note 5 - 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 June 30, 2025, and December 31, 2024, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
Note 6 - Income Taxes
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
The components
of the Company's reconciliation of income taxes computed at the statutory rate of
| Schedule of reconciliation of income taxes | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net Loss Before Taxes | $ | ( | ) | $ | ( | ) | ||
| Effective Tax Rate | % | % | ||||||
| Provision For Income Taxes | $ | ( | ) | $ | ( | ) | ||
| Schedule of net deferred tax asset | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Deferred tax asset | $ | $ | ||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
As of June 30, 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 June 30, 2025.
Note 7 - Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has analyzed its operations subsequent to June 30, 202 5, the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
| 10 |
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 contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of 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 develops, manufactures, and markets nutrient-dense food products, including protein bars under the "Universal Proteins (UP)" brand, and is expanding into pet wellness products. In 2022, we began formulating insect-based protein bars using cricket powder sourced from Entomo Farms. We partnered with YouBar, a Los Angeles-based food manufacturer, to co-develop and produce our initial SKUs—Chocolate Almond and Peanut Butter Fruit. Manufacturing and packaging were completed by December 2023.
In April 2024, we executed a purchase agreement with a regional distributor for 12,480 UP bars. We also began selling directly through our e-commerce platform, UPProteins.com. Our focus remains on establishing larger-scale distribution agreements with national retailers and distributors.
Additionally, we are preparing to launch our canine pain relief treats based on a proprietary formula acquired in December 2022. The Company also continues to market distribution territory licenses and is exploring the licensing of its dog treat formulation.
Results of Operations
Three and Six Months Ended June 30, 2025, Compared to June 30, 2024
Revenue
Three Months Ended June 30, 2025: Revenue totaled $20,000, compared to $88,536 for the same period in 2024. The decrease was primarily due to a reduction in commission income.
Six Months Ended June 30, 2025: Revenue totaled $32,972, compared to $118,111 in the prior-year period. The reduction reflects a decline in both commission income and product sales volume.
Cost of Goods Sold
Three and Six Months Ended June 30, 2025: The Company recorded no cost of goods sold in 2025 due to the absence of product shipments during the period.
Three Months Ended June 30, 2024: COGS was $12,513.
Six Months Ended June 30, 2024: COGS was $17,513.
| 11 |
Gross Profit
Three Months Ended June 30, 2025: Gross profit was $20,000, compared to $76,023 in 2024. The decrease in gross profits resulted from a decline in both commissions and sales of the Company’s Protein bar.
Six Months Ended June 30, 2025: Gross profit was $32,972, compared to $100,598 in 2024.
Operating Expenses
Three Months Ended June 30, 2025: Total operating expenses were $45,143, a decrease from $65,948 in the same period of 2024. This was driven by reduced marketing and professional fees.
Six Months Ended June 30, 2025: Operating expenses totaled $59,227, compared to $119,930 in 2024. Marketing expense declined significantly as initial promotional activities were completed in 2024.
Net Loss
Three Months Ended June 30, 2025: Net loss was $25,143, compared to a net loss of $42,472 in the same period of 2024.
Six Months Ended June 30, 2025: Net loss $26,255 , a 60% improvement from the net loss of $65,702 in 2024. The narrowing loss reflects decreased operating expenses.
Income Taxes For the six months ended June 30, 2025, the Company recorded a tax provision $5,514. For the six months ended June 30, 2024, the Company recorded a tax provision $4,060. The related deferred tax asset remains fully offset by a valuation allowance due to uncertainty regarding future taxable income .
Liquidity and Capital Resources
As of June 30, 2025, the Company had $330 in cash and cash equivalents, compared to $210 at December 31, 2024. Net cash provided by operating activities during the six-month period was $120.
There were no cash flows from investing or financing activities for the six months ended June 30, 2025. By contrast, in the six months ended June 30, 2024, the Company generated $2,212 in operating cash flows, with no investing or financing inflows.
Management believes the current cash on hand is insufficient to support operations through the next twelve months. The Company may require additional capital through debt or equity financing. There is no assurance that such financing will be available on acceptable terms or at all.
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate for the foreseeable future. This basis of accounting does not include adjustments that may result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements As of June 30, 2025, the Company had no off-balance sheet arrangements.
Capital Requirements The Company anticipates increased operating expenditures to support product development, marketing, and potential entry into retail distribution. Management is actively exploring strategic financing alternatives and partnership opportunities.
| 12 |
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by our Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in 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 due to material weaknesses in our internal controls as described in the December 31, 2024 annual report.
Changes in Internal Control Over Financial Reporting.
We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company was not subject to any legal proceedings during the three-month and six-month period ended June 30, 2025 or year ended December 31, 2024 and to the best of our knowledge and belief no proceedings are currently threatened or pending.
Item 1A. Risk Factors
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
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Item 4. Mining Safety Disclosures
Not applicable to our Company.
Item 5. Other Information
During the quarter ended June 30, 2025, no director or officer
of the Company
ITEM 6. EXHIBITS
** 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: August 14, 2025 | TRADEWINDS UNIVERSAL | |
| By: | /s/ Andrew Read | |
| Andrew Read, | ||
| Chief Executive Officer | ||
| 15 |
EXHIBIT 31.1
CERTIFICATION
I, Andrew Read, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tradewinds Universal (the “Company”) for the quarter ended June 30, 2025;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date August 14, 2025 | ||
| By: | /s/ Andrew Read | |
| Title: |
Chief Executive Officer and Director (Principal Executive Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Tradewinds Universal (the “Company”) on Form 10-Q for the period ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date:August 14, 2025 | ||
| By: | /s/ Andrew Read | |
| Title: |
Chief Executive Officer and Director (Principal Executive Officer) |