TRWD 10-K & 10-Q changes, risk factors and insider trading

We specialize in developing, manufacturing, and distributing nutrient-rich foods, distinguishing ourselves by integrating insect-based proteins into our products. Our primary product line is marketed under the brand Universal Proteins (UP) and currently focuses on protein bars. The company plans to broaden its secondary business focus to include pet foods, particularly developing, manufacturing, and distributing dog treats aimed at alleviating pain.

In early 2022, we began formulating recipes using insect protein powder derived from crickets. Our CEO, Andrew Read, in collaboration with a nutritionist, formulated two different recipes for the preparation of the first protein bars. During this process we narrowed our primary protein source to cricket (Orthoptera) powder from ENTOMO FARMS, a Canadian Company that has supplied protein powder from crickets for over 10 years.

Following the initial development of our first bars, we conducted a taste test to finalize the ingredients. Subsequently, we initiated the process of partnering with a copacker/manufacturer. In March 2022, we visited the YouBar facility in Los Angeles, California, and enlisted their expertise to consult on and develop our initial two bars, also referred to as SKUs: Chocolate Almond and Peanut Butter and Fruit. YouBar has developed and manufactured protein bars since 2006 for companies whose bars are sold in well-known retail establishments such as Whole Foods, Trader Joe's, Costco, Target, Amazon, and GNS, according to their website www.youbars.com.

The R&D collaboration with YouBar spanned almost a year to develop the first two flavors (SKUs). This comprehensive process involved testing various ingredient combinations for optimal taste, experimenting with baking or rolling techniques for the bars, and refining the product to facilitate mass production. YouBar sourced material for additional bar ingredients, such as: fruits and flavors, all of which received subsequent approval by the Company.

Following the approval process, we progressed to the packaging development and manufacturing phase, which lasted approximately nine months. Tradewinds was selective in the type of products and service providers it used for each aspect of packaging. Manufacturing and packaging of the two formulated SKUs were completed and shipped on December 4, 2023, at which time we received the first order, which included 10,848 peanut butter fruit bars and 10,764 chocolate almond bars. We have initiated online marketing and sales of the UP protein bars; however, our main focus has been directed toward larger retail outlets and distributors such as Trader Joe’s, Costco, and Coremark. We anticipate that it may take an uncertain amount of time to secure sales orders from larger retailers, if it happens at all. In April of 2024 we entered into a purchase agreement with a smaller distributor for 1,040 cases of UP bars containing 12,480 bars for $24,960. At December 31, 2024, all bars in inventory had been sold. Raw materials used in the protein bars are generic to energy protein bars sourced by YouBar. The availability of ingredients is subject to standard supply and demand for energy bars. Protein Cricket Powder protein is purchased from Entomo Farms, a Company based out of Canada that has supplied protein powder from crickets for over 10 years. All ingredients required for the manufacturing of the bars are currently abundant.

Our UP Protein Bars are currently backordered only on our website, UPProteins.com. We have initiated a marketing program targeting retail outlets through social media platforms, as detailed in our Business Description on page 12. We expect to finalize one more new SKU for a bar by the end of 2025. The Company plans to expand its focus to include pet foods and has acquired a formula for developing, manufacturing, and distributing dog treats for pain relief. Additionally, we aim to continue marketing Distribution Rights across various territories. We also plan to promote the licensing rights for our pain relief formula for dogs as well as expand our affiliate marketing program. However, there is no guarantee that licensing rights, products and affiliate commission income will be sufficient to support our operational plan. We anticipate raising capital through revenues from licensing rights sales or through some form of debt or equity financing. Currently, we have no arrangements for any funding sources.

We expect our operating expenses to significantly increase as we continue to develop additional product lines and establish a market for our current product line. We also expect to incur additional operating expenses as we begin operating as a public company. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the timing and scope of our marketing and our expenditures on other research and development activities.

Following the sale of our entire inventory of both protein bar SKUs, we are currently assessing market reception and evaluating potential business models as well as evaluating new copackers in the effort of obtaining more competitive pricing, and we are in the process of creating a third SKU to further expand our protein bar offerings. These include 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.

Beyond human nutrition, the Company has developed 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 additional markets.

Through these initiatives, we remain committed to delivering sustainable and health-conscious solutions for both human and pet nutrition while strategically expanding our market presence.

As part of our growth strategy, we introduced an affiliate commission program last year, which we plan to expand to enhance our market reach and sales performance.

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.

For the period ended December 31, 2024, the Company had total sales of $171,596. The increase in revenues was directly related to commissions from affiliate marketing, licensing rights to our dog formula, and sales of the Company's UP protein bars.

For the period ended December 31, 2023, the Company had total sales of $145,085. Revenues were directly related to the sales of commissions from affiliate marketing. The Company was in the process of finalizing formulations for its protein bars and had not yet begun sales.

For the period ended December 31, 2024, the Company had cost of sales of $21,645. The increase was directly related to the sales of the Company's UP protein bars.

For the period ended December 31, 2023, the Company had cost of sales of $13,023 as its UP- Protein bars were still being designed and formulated.

For the period ended December 31, 2024, the Company had a gross profit of $149,951 The increase from the same period in the previous year was directly related to the sales of the Company's UP protein bars, licensing rights to our dog formula, and the increase of sales of commissions from affiliate marketing.

For the period ended December 31, 2023, the Company had a gross profit of $132,062. The gross profit was less than the same period of 2024 as its UP Protein bars were still being designed and formulated, and its sales of commissions from affiliate marketing program was just beginning.

For the twelve months ended December 31, 2024

For the period ended December 31, 2024, the Company had operating expenses of $219,323. We had $51,838 in professional fees, which increased related to our registration statement filings. We had an increase in marketing fees, which were $148,093, attributed to the startup marketing for our UP Protein bars and marketing for our affiliate commission program. We had a loss of $5,000 for impairment of intangible assets. We had $5,133 in consulting fees, a decrease due to our marketing program. We had $4,459 in general and administrative costs related to the expansion of our business and we had $4,800 in amortization.

For the period ended December 31, 2023, the Company had operating expenses of $362,683. We had $18,442 in professional fees related to filing our registration statement. We had consulting fees of $316,173 attributed to the shares issued to our CEO for services rendered as well as other consulting related expenses, marketing fees of $23,562 attributed to the startup marketing for our UP Protein bars. We had $4,506 in general and administrative costs.

For the period ended December 31, 2024, the Company had a net loss of $115,743. Although our gross profit had increased to $149,951, we had operating expenses of $219,323. Our gross profit increased while our total expenses decreased which were directly related to the sales of the Company's UP protein bars and the increase in sales of commissions from affiliate marketing.

For the period ended December 31, 2023, the Company had a net loss of $182,191. Although our gross profit increased to $132,062, we had operating expenses of $362,683. Our gross profit and expenses were directly related to the initial startup of the Company's UP protein bars and the sales of commissions from affiliate marketing as well as to the shares issued to our CEO for services rendered.

As of December 31, 2024, we had cash and cash equivalents of $210. 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. There is no assurance that the Company will be successful. Without sufficient financing, there is substantial doubt about the Company’s ability to continue as a going concern.

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 period ended December 31, 2024, the Company had operating expenses of $219,323. We had $51,838 in professional fees, which increased related to our registration statement filings. We had an increase in marketing fees, which were $148,093, attributed to the startup marketing for our UP Protein bars and marketing for our affiliate commission program. We had a loss of $5,000 for impairment of intangible assets. We had $5,133 in consulting fees, a decrease due to our marketing program. We had $4,459 in general and administrative costs related to the expansion of our business.

Investing Activities

For December 31, 2024, we used $0 in investing activities and for the year ended December 31, 2023 we used $1,500 in investing activities for an intangible asset for website development.

Financing Activities

Our financing activities generally consist of the proceeds from the sale of our common stock. During December 31, 2024, we had $0 in financing activity, and for the year ended December 31, 2023 we had $32,000 in financing activities from the issuance of stock to our CEO for cash received for stock .

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 4th quarter. The Company has not negotiated nor has available to it any other third-party sources of liquidity.

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.

In August 2025, we signed a Letter of Intent with Peppermint Hippo(TM) to create a dedicated nightlife and hospitality division. The LOI includes the acquisition of Peppermint Hippo Toledo as the initial property, followed by a phased rollout of several clubs nationwide, including 8 Peppermint Hippo locations and other affiliated brands owned or operated by Peppermint Hippo. This move represents a major strategic expansion into a new industry sector.

For the quarter ended March 31, 2026, the Company generated revenue of $21,800, compared to revenue of $12,972 for the quarter ended March 31, 2025. Revenue increased by $8,828, or approximately 68%, primarily due to increased licensing, distribution, and related business activity during the 2026 period.

Net cash provided by financing activities was $75,000 for the quarter ended March 31, 2026, consisting of $25,000 from a loan and $50,000 from the issuance of common stock. The Company had no cash provided by or used in financing activities for the quarter ended March 31, 2025.