TRWD 10-Q Quarter ended June 30, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarter ended June 30, 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)

———————

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

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

Large accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant 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: 34,670,000 .

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

TRADEWINDS UNIVERSAL

BALANCE SHEETS

		June 30, 2025 (Unaudited)				December 31, 2024
ASSETS
Current Assets
Cash and Cash Equivalents		$	330			$	210
Accounts Receivable			1,025				—
Total Current Assets			1,355				210
Intangible Assets			28,900				31,300
Total Assets		$	30,255			$	31,510
Liabilities and Stockholders' Equity
Current Liabilities			—				—
Total Current Liabilities			—				—
Total Liabilities			—				—
Commitments and Contingencies (Note 3)			—				—
Stockholders' Equity
Common stock, $ 0.001 par value, 75,000,000 shares authorized, 34,670,000 and 32,170,000 shares  issued and outstanding  as of June 30, 2025 and December 31, 2024, respectively			34,670				32,170
Additional Paid in Capital			312,030				289,530
Accumulated Deficit			( 316,445	)			( 290,190	)
Total Stockholders' Equity			30,255				31,510
Total Liabilities and Stockholders' Equity		$	30,255			$	31,510

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

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		$	—			$	63,576			$	12,972			$	93,151
Distribution Income			20,000				—				20,000				—
Product Sales			—				24,960				—				24,960
Total Sales			20,000				88,536				32,972				118,111
Cost of Sales			—				12,513				—				17,513
Gross Profit			20,000				76,023				32,972				100,598
Operating Expenses
Professional Fees			10,000				13,200				10,000				21,325
Consulting			27,200				—				39,850				2,000
Amortization			1,200				—				2,400				—
Marketing			853				52,440				853				92,739
General and Administrative			5,890				308				6,124				3,866
Total Operating Expenses			45,143				65,948				59,227				119,930
Net Income (Loss) Before Taxes			( 25,143	)			10,075				( 26,255	)			( 19,332	)
Income Tax Benefit			—				( 52,547	)			—				( 46,370	)
Net (Loss) Income		$	( 25,143	)		$	( 42,472	)		$	( 26,255	)		$	( 65,702	)
Net (Loss) Income Per share - Basic and Diluted		$	( 0.00	)		$	( 0.00	)		$	( 0.00	)		$	( 0.00	)
Basic and diluted weighted average shares used in the calculation of net income per common share			34,670,000				32,170,000				34,670,000				32,170,000

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

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			32,170,000			$	32,170			$	289,530			$	( 174,447	)		$	147,253
Net Loss			—				—				—				( 23,231	)			( 23,231	)
Balance March 31, 2024			32,170,000			$	32,170			$	289,530			$	( 197,678	)		$	124,022
Net Loss			—				—				—				( 42,472	)			( 42,472	)
Balance June 30, 2024			32,170,000			$	32,170			$	289,530			$	( 240,150	)		$	81,550

		Common Stock				Common Stock Amount				Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Equity
Balance at December 31, 2024			32,170,000			$	32,170			$	289,530			$	( 290,190	)		$	31,510
Net Loss			—				—				—				( 1,112	)			( 1,112	)
Balance March 31, 2025			32,170,000			$	32,170			$	289,530			$	( 291,302	)		$	30,398
Shares Issued			2,500,000				2,500				22,500				—				25,000
Net Loss			—				—				—				( 25,143	)			( 25,143	)
Balance June 30, 2025			34,670,000			$	34,670			$	312,030			$	( 316,445	)		$	30,255

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

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)		$	( 26,255	)		$	( 65,702	)
Adjustments to Reconcile Net Loss to Net Cash From Operating Activities
Amortization of Intangible Assets			2,400				—
Stock issued for Services (non-cash)			25,000				50,430
Changes in Operating Assets and Liabilities
Accounts Receivable			( 1,025	)			—
Deferred Tax Asset			—				( 4,060	)
Inventory			—				8,944
Prepaid Expense			—				12,600
Net Cash from Operating Activities			120				2,212
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			120				2,212
Cash and Cash Equivalents at Beginning of Period			210				28,213
Cash and Cash Equivalents at End of Period		$	330			$	30,425
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

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 no cash equivalents as of June 30, 2025, and December 31, 2024.

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 $ 28,900 in intangible assets. This includes an indefinite-lived pain relief formula for dogs ($ 25,000 ), a website ($ 2,400 ), and trademarks ($ 1,500 ). The website is being amortized over a useful life of five years. Amortization expense for the six months ended June 30, 2025, was $ 2,400 .

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 no impairment losses recorded during the six months ended June 30, 2025 and 2024  .

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 no accrual for interest or penalties on its balance sheets as of June 30, 2025, and December 31, 2024.

Earnings Per Share of Common Stock

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 $ 853 in advertising and marketing expenses for the six months ended June 30, 2025, and $ 0 for the six months ended June 30, 2024.

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 $ 316,445 and $ 290,190 , respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to attempt to secure equity and/or debt financing. There are no assurances that the Company will be successful, and without sufficient financing, it would be unlikely for the Company to continue as a going concern.

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

Note 4 - 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			20,000				24,960
Affiliate Commissions			—				63,576
Net Sales			20,000				88,536
Gross Profit			20,000				76,023
Sales, marketing and support
Marketing costs			853				52,440
Professional fees			10,000				13,200
Amortization			1,200				—
Consulting			27,200				—
General  and Administrative costs			5,890				308
Net Income (Loss) Before Taxes		$	( 25,143	)		$	10,075

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 s tatutory rate of 21 % to the income tax amount recorded as of the six months ended June 30, 2025, and June 30, 2024, are as follows:

Schedule of reconciliation of income taxes
		June 30, 2025				June 30, 2024
Net Loss Before Taxes		$	( 26,255	)		$	( 19,332	)
Effective Tax Rate			21	%			21	%
Provision For Income Taxes		$	( 5,514	)		$	( 4,060	)

Schedule of net deferred tax asset
		June 30, 2025				June 30, 2024
Deferred tax asset		$	51,884			$	46,370
Less valuation allowance			( 51,884	)			( 46,370	)
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.

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.

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.

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.

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 adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Number	Exhibit
31.1**	Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
101**	Interactive Data files

** 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

Dated: August 14, 2025	TRADEWINDS UNIVERSAL
	By:	/s/ Andrew Read
		Andrew Read,
		Chief Executive Officer