UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarter ended
For the transition period from __________ to __________
Commission file number:
(Exact name of registrant as specified in its charter)
———————
| 2000 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Code Number) |
TradewindsUniversal.com
Andrewreadtw@gmail.com
(Address and telephone number of registrant's principal executive offices and principal place of business)
Buffalo Registered Agents LLC
401 N Main Street
Buffalo, WY 82834
855-434-4488
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
Number of shares of registrant's common stock, par value $.001, outstanding as of May 15, 2025: .
TABLE OF CONTENTS
| PAGE | ||
| Part I | ||
| ITEM 1 | Financial Statements | 4 |
| ITEM 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| ITEM 3 | Quantitative and Qualitative Disclosures about Market Risk | 16 |
| ITEM 4 | Controls and Procedures | 16 |
| Part II | ||
| ITEM 1 | Legal Proceedings | 17 |
| ITEM 1A | Risk Factors | 17 |
| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| ITEM 3 | Defaults Upon Senior Securities | 17 |
| ITEM 4 | Mine Safety Disclosures | 17 |
| ITEM 5 | Other Information | 17 |
| ITEM 6 | Exhibits and Financial Statement Schedules | 17 |
| Signatures | 18 |
| 2 |
Financial Statements
Tradewinds Universal
Table of Contents
March 31, 2025
| Financial Statements | 4 |
| Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 (audited) | 5 |
| Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited) | 6 |
| Statements of Changes in Stockholders' Equity for the three months ended March 31, 2025, and 2024 (unaudited) | 7 |
| Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited) | 8 |
| Notes to the Financial Statements | 9 |
| 3 |
TRADEWINDS UNIVERSAL
BALANCE SHEETS
| March 31, 2025 (Unaudited) | December 31,
2024 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Intangible Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | $ | — | $ | — | ||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Equity | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| 4 |
TRADEWINDS UNIVERSAL
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
| For the Three Months ended | For the Three Months ended | |||||||
March 31, 2025 (Unaudited) | March 31, 2024 (Unaudited) | |||||||
| Revenue: | ||||||||
| Sales | $ | $ | ||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Professional Fees | ||||||||
| Consulting | ||||||||
| Amortization | ||||||||
| Marketing | ||||||||
| General and Administrative | ||||||||
| Total Operating Expenses | ||||||||
| Net Profit Before Taxes | ( | ) | ( | ) | ||||
| Provision for Income Tax | ||||||||
| Net Profit | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Share – Basic and diluted | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares used in the calculation of net loss per common share | ||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 5 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
| Common Shares | Common Shares Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Shares | Common Shares Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 6 |
TRADEWINDS UNIVERSAL
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
| For the Three Months ended | For the Three Months ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash From Operating Activities: | ||||||||
| Amortization | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Prepaid Expense | ||||||||
| Deferred Tax Asset | ( | ) | ||||||
| Net Cash from Operating Activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Inventory | ( | ) | ||||||
| Net Cash from Investing Activities | ( | ) | ||||||
| Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents at Beginning of Period | ||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements
| 7 |
TRADEWINDS UNIVERSAL
Notes To the Financial Statements
March 31, 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, 2023, 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
Intangible Asset
As
of March 31, 2025, and December 31, 2024, the Company recorded total intangible assets of $
For the periods ended March 31, 2025, and
December 31, 2024, the Company recognized impairment losses on intangible assets of $
Impairment Of Long-Lived Assets
The
Company determines its long-lived assets impairment in accordance with 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. For the periods
ended March 31, 2025 and December 31, 2024, there was a loss of impairment of intangible assets of $
| 8 |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“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 and affiliate commissions. 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
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.
| 9 |
The Company has adopted the provisions set forth in ASC 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of Income tax expense in the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns.
The Company uses the "more likely than not" criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months.
The Company' s policy is to recognize interest and/or
penalties related to income tax matters in income tax expense. The Company had
The Company computes income (loss) per share in accordance with ASC 260 Earning Per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company does not have a complex capital structure requiring the computation of diluted earnings per share.
Stock Based Compensation
The Company recognizes stock-based compensation in accordance with ASC 718 Stock Compensation, (“ASC 718”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Company recognizes compensation based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC 718.
Marketing Expenses
The Company follows the policy of charging the costs of advertising, marketing,
and public relations to expense as incurred. The Company has $
Recently Issued Accounting Pronouncements
The Company is committed to complying with the new segment reporting requirements issued by the Financial Accounting Standards Board (FASB) under Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update enhances segment reporting transparency by introducing several key disclosure mandates, which the Company has implemented in its financial reporting.
As part of the Company's compliance, it will disclose significant expense categories and their amounts for each reportable segment. These expenses will include those regularly provided to the chief operating decision maker (CODM) and incorporated into the segment’s reported measure of profit or loss. Additionally, the Company will report “other segment items,” which will be calculated as the difference between segment revenues minus significant segment expenses and the reported measure of segment profit or loss, along with a detailed description of the composition of these items.
To ensure consistency and transparency, the Company will also extend certain annual segment disclosure requirements to its interim reporting periods, providing timely and relevant financial information throughout the year. Furthermore, as an entity with a single reportable segment, the Company will comply with all segment disclosure requirements mandated by both existing guidance and the new ASU.
Additionally, the Company will disclose the title and position of its CODM and explain how the CODM utilizes the reported measures of segment profit or loss to assess performance and allocate resources effectively. By implementing these enhanced segment reporting disclosures, the Company aims to provide investors and other financial statement users with more detailed and useful information, reinforcing its commitment to transparency and informed decision-making.
| 10 |
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 March 31, 2025 and December 31, 2024, the Company had an accumulated deficit of $
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.
Note 4 - Segment Disclosure
ASC 280 “Segment Reporting ”, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from products, licensing rights and affiliate commissions (see Note 1 for a brief description of the Company’s business).
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, who reviews financial information and annual operating plans for purposes of making operating decisions, evaluating financial performance, and allocating resources.
The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net loss for March 31, 2025 and 2024 consisted of the following:
Segment Disclosures for the Quarters Ended:
| March 31, 2025 | March 31, 2024 | |||||||
| Sales | ||||||||
| Affiliate Commissions | ||||||||
| Net Sales | ||||||||
| Gross Profit | ||||||||
| Sales, marketing and support | ||||||||
| Marketing costs | ||||||||
| Professional fees | ||||||||
| Amortization | _ | |||||||
| Consulting | ||||||||
| General and Administrative costs | ||||||||
| Net Income (Loss) Before Taxes | $ | ( | ) | $ | ( | ) | ||
| 11 |
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 March 31, 2025, 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 tax expense (benefit) computed at the U.S. federal statutory income tax rate of
| March 31, 2025 | March 31, 2024 | |||||||
| Net Loss Before Taxes | $ | ( | ) | $ | ( | ) | ||
| Effective Tax Rate | % | % | ||||||
| Provision For Income Taxes | $ | ( | ) | $ | ( | ) | ||
| March 31, 2025 | March 31, 2024 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Less Valuation allowance | ( | ) | ( | ) | ||||
| Net Deferred tax Asset | $ | $ | ||||||
Note 7 - Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has analyzed its operations subsequent to March 31, 2025, to the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose.
| 12 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contain forward-looking statements involving risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements due to many factors, including, but not limited to, those discussed under the section titled “Risk Factors” and elsewhere in this prospectus. See the section titled “Special Note Regarding Forward-Looking Statements” elsewhere in this prospectus.
Overview
The Company is engaged in the development, manufacturing, and distribution of nutrient-rich food products, with a focus on the integration of insect-based proteins. The Company's primary product line is marketed under the brand Universal Proteins (UP), currently offering protein bars. The Company additionally intends to expand its operations into the pet food sector, specifically targeting the development, manufacturing, and distribution of dog treats formulated for pain relief.
In early 2022, the Company commenced the formulation of recipes utilizing insect protein powder derived from crickets. The Company’s Chief Executive Officer, Andrew Read, in collaboration with a nutritionist, developed two initial recipes for the Company’s first protein bars. During this process, the Company selected cricket (Orthoptera) protein powder supplied by Entomo Farms, a Canadian company with over a decade of experience in the production of cricket-derived protein products.
Subsequent to the initial product development, the Company conducted taste testing to finalize the ingredient profiles. In March 2022, the Company engaged YouBar, a Los Angeles-based protein bar manufacturer, to consult on and produce the initial two stock keeping units (SKUs): Chocolate Almond and Peanut Butter and Fruit. According to public information, YouBar has provided development and manufacturing services for protein bars distributed by retailers such as Whole Foods, Trader Joe’s, Costco, Target, Amazon, and GNS.
The Company’s collaboration with YouBar involved an approximately one-year research and development period during which multiple ingredient combinations and production techniques were evaluated to achieve optimal taste, consistency, and manufacturability. YouBar sourced and secured approval for additional bar ingredients including fruits and flavorings.
Following product finalization, the Company proceeded with packaging development and manufacturing activities, which extended approximately nine months. The Company was selective regarding the materials and service providers utilized for product packaging. Manufacturing and packaging of the two formulated SKUs were completed, and initial shipments were received on December 4, 2023, totaling 10,848 Peanut Butter and Fruit bars and 10,764 Chocolate Almond bars.
The Company initiated online marketing and sales efforts for its UP protein bars, with a principal focus on larger retail outlets and distributors, including Trader Joe’s, Costco, and Core-Mark. Although there can be no assurance that such efforts will be successful, in April 2024, the Company entered into a purchase agreement with a smaller distributor for 1,040 cases (12,480 bars) valued at $24,960. As of December 31, 2024, the Company had sold all inventory on hand.
The raw materials used in the UP protein bars, sourced through YouBar, are common to the broader energy/protein bar industry and are currently readily available. Cricket protein powder continues to be sourced exclusively from Entomo Farms.
Currently, UP Protein Bars are available exclusively through backorders placed on the Company’s website, UPProteins.com. The Company has initiated a retail marketing campaign through social media platforms, as further described in the Business Description section of this filing. The Company anticipates the development of an additional SKU by the end of 2025.
In addition to human food products, the Company has developed a proprietary formula for dog treats intended for pain relief. In 2024, the Company sold exclusive licensing rights for this formula within Mexico and is currently evaluating additional white labeling and licensing opportunities in other territories.
The Company is further pursuing efforts to expand its licensing and affiliate marketing programs. However, there can be no assurance that revenues generated from these initiatives will be sufficient to support the Company’s operational plans. The Company may require additional capital, which it anticipates raising through revenues from licensing agreements, or through debt or equity financing. As of the date of this filing, no funding arrangements have been secured.
| 13 |
Following the complete sale of its initial inventory, the Company is currently assessing market reception, evaluating alternative business models, considering new co-packing partners for improved pricing, and developing a third SKU to expand its product offerings. As of the date of this filing, the Company has not resumed manufacturing or sales of its protein bars.
As part of its broader growth strategy, the Company is exploring entry into the green business sector, focusing on industries that prioritize environmental sustainability, conservation, and the reduction of environmental impact. No definitive business plans have been established at this time.
The Company anticipates that operating expenses will increase significantly as it expands its product lines and market presence. Additional operating expenses are also expected in connection with public company obligations. Consequently, the Company’s net losses may fluctuate materially from quarter to quarter and year to year depending on the timing and scope of marketing activities, research and development efforts, and other operating initiatives.
Through these efforts, the Company remains committed to delivering sustainable and health-focused solutions for both human and animal nutrition, while pursuing strategic opportunities to expand its market footprint.
Results of Operations
Three Months Ended March 31, 2025, as compared to March 31, 2024
Revenue
For the three months ended March 31, 2025
The Company reported total sales of $12,972, reflecting a decline in revenue primarily due to reduced commissions from affiliate marketing, lower licensing rights for the dog formula, and decreased sales of the UP protein bars.
For the three months ended March 31, 2024
The Company reported total sales of $29,575, driven by commissions from affiliate marketing. During this period, the Company was finalizing formulations for the UP protein bars, and sales had not yet commenced
Gross Profit
For the three months ended March 31, 2025
The Company achieved a gross profit of $12,972. The decrease from the same period in the previous year was primarily due to lower sales of the UP protein bars, licensing rights for the dog formula, and affiliate marketing commissions.
For the three months ended March 31, 2024
The Company reported a gross profit of $29,575. This was higher compared to the same period in 2025 due to the fact that the UP protein bars were still under development, and affiliate marketing commissions were just beginning.
Operating Expenses
For the three months ended March 31, 2025
Operating expenses totaled $14,084. Professional fees were reduced to $0, as there were no registration statement filings during the period. Marketing expenses also decreased to $0, attributed to lower startup marketing costs for the UP protein bars and affiliate marketing program. Consulting fees increased to $12,650, driven by the marketing program. Amortization of the website was $1,200 and General and administrative expenses decreased to $234, reflecting a reduction in costs related to the UP protein bars.
For the three months ended March 31, 2024
Operating expenses were $58,982. This included $8,125 in professional fees for registration statement filings, $7,000 in consulting fees for services rendered to the CEO, $40,299 in marketing expenses for the UP protein bar launch, and $3,558 in general and administrative costs.
| 14 |
Net Loss
For the three months ended March 31, 2025
The Company reported a net loss of $1,112. The gross profit decreased to $12,972, while operating expenses were $12,884. The decrease in gross profit was due to lower sales from affiliate marketing commissions, and the decrease in expenses was attributed to reduced registration and UP protein bar-related costs. The deferred tax asset and related valuation allowance were both $0.
For the three months ended March 31, 2024
For the period ended March 31, 2024, the Company recorded a net loss of $23,232. Although gross profit increased to $29,575, operating expenses totaled $58,982. Both gross profit and expenses were primarily related to the initial startup activities for the Company's UP protein bars, commissions from affiliate marketing, and shares issued to the CEO for services rendered. Additionally, the Company recognized a deferred tax asset of $(6,175), which was fully offset by a valuation allowance of $(6,175).
Liquidity and Capital Resources
As of March 31, 2025, we had cash and cash equivalents of $298. To date, we have financed our operations primarily through revenue generated from operations, private placements of our securities, and advances from our founder.
Management has prepared operational estimates and believes it will have sufficient funds to support our operations and meet our debt obligations for at least the next twelve months. However, we may require additional cash resources in the future due to changing business conditions, the implementation of our strategy to expand, or other investments or acquisitions we might pursue. If our financial resources are inadequate to meet our capital needs, we may look to sell additional equity or debt securities or obtain further credit facilities. Selling additional equity could dilute our stockholders’ interests. Taking on debt would increase our debt service obligations and may require us to agree to operational and financial covenants that limit our operations. Financing may not be available in amounts or on terms that are acceptable to us, if at all. Any failure to secure additional funds on favorable terms or at all could restrict our ability to expand our operations and negatively impact our overall business prospects.
The accompanying financial statements have been prepared on a going concern basis, under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.
Operating Activities
For the three months ended March 31, 2025, the Company recorded $1,200 in amortization expense related to its website, contributing to net cash provided by operating activities of $1,200.
For the three months ended March 31, 2024, the Company recognized a prepaid expense of $6,300 and a deferred tax asset of $6,175. These adjustments contributed to net cash used in operating activities totaling $23,107.
Investing Activities
For March 31, 2025 and March 31, 2024 we used $0 in investing activities.
Financing Activities
Our financing activities generally consist of the proceeds from the sale of our common stock. During March 31, 2025, we had $0 in financing activity, and March 31, 2024 we had $2,069 in financing activities from Protein Bar purchase.
The Company believes it has insufficient cash resources available to fund its primary operation. The Company has no, current, off-balance sheet arrangements and does not anticipate entering into any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company's first quarter. The Company has not negotiated nor has available to it any other third-party sources of liquidity.
Off Balance Sheet Items
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Quarterly Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Based on our evaluation of internal controls, our management concluded that there is a lack of segregation of duties identified. As a result our internal controls over financial reporting were not effective as of March 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.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except for initial founders shares all unregistered shares have since been registered pursuant to the Form S-1 registration statement deemed effective on July 17, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 2025, no
director or officer of the Company
ITEM 6. EXHIBITS
| Item 15. | Exhibits Index. |
| Incorporated by Reference |
Filed or Furnished | |||||||||
| No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 31.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002. | Filed | ||||||||
| 32.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished | ||||||||
| 101. | Interactive Data files | Filed | ||||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 15, 2025 | TRADEWINDS UNIVERSAL | |
| By: | /s/ Andrew Read | |
| Andrew Read, | ||
| Chief Executive Officer | ||
| /s/ Andrew Read | ||
| Andrew Read, | ||
| Chief Financial Officer | ||
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