UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2025

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

For the transition period from __________ to __________

Commission file number: 333-276233 

Tradewinds Universal

(Exact name of registrant as specified in its charter)

———————

501 Mercury Lane
Brea, CA. 92821
855-434-4488
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 a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐        No ☒

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒        No ☐

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

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

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

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 $2,046,058. 

As of March 31, 2026, the Company had  43,690,580 shares of common stock, par value $0.001 per share, outstanding.

Documents incorporated by reference: None

TABLE OF CONTENTS

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.

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.

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.

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

Risk Management and Strategy

Governance

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.

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:

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:

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.

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.

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.

Item 8. Financial Statements and Supplementary Data   

Financial Statements

Tradewinds Universal

Table of Contents

December 31, 2025

 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.

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/ Astra Audit & Advisory LLC

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

Astra Audit & Advisory, LLC

Tampa, FL 

March 31, 2025

TRADEWINDS UNIVERSAL

Balance Sheets as of December 31, 2025 and December 31, 2024

The accompanying notes are an integral part of these audited financial statements

TRADEWINDS UNIVERSAL

STATEMENTS OF OPERATIONS

For the Years ended December 31, 2025 and 2024

The accompanying notes are an integral part of these audited financial statements.

TRADEWINDS UNIVERSAL

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

The accompanying notes are an integral part of these audited financial statements

TRADEWINDS UNIVERSAL

STATEMENTS OF CASH FLOW

For the Years Ended December 31, 2025 and 2024

The accompanying notes are an integral part of these audited financial statements

TRADEWINDS UNIVERSAL

NOTES TO THE AUDITED FINANCIAL STATEMENTS

December 31, 2025

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:

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 adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the year ended December 31, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable. 

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.

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

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

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

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

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

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 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.

(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.

Item 15. Exhibits

** Filed Herewith 

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.

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 31.1

EXHIBIT 32.1

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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