Tradewinds Universal Files S-1/A Amendment

TL;DR

<b>Tradewinds Universal has filed an S-1/A amendment, indicating progress towards a public offering.</b>

AI Summary

Tradewinds Universal (TRWD) filed a Amended IPO Registration (S-1/A) with the SEC on March 25, 2024. Tradewinds Universal filed an S-1/A amendment on March 25, 2024. The company is incorporated in Wyoming and its fiscal year ends on December 31. Its principal executive offices are located at 501 Mercury Lane, Brea, CA 92821. The company was formerly known as Tradewinds Enterprises, Inc., with a name change on March 10, 2022. Tradewinds Universal is classified as a smaller reporting company and an emerging growth company.

Why It Matters

For investors and stakeholders tracking Tradewinds Universal, this filing contains several important signals. This filing is a step in the process for Tradewinds Universal to become a publicly traded company, allowing for potential capital raising. The S-1/A filing provides updated information to the SEC, which is crucial for investor transparency and regulatory compliance before an IPO.

Risk Assessment

Risk Level: low — Tradewinds Universal shows low risk based on this filing. The filing is an S-1/A amendment, which is a procedural step in the IPO process and does not contain new financial performance data or significant business updates.

Analyst Insight

Monitor for future S-1/A filings or an S-1 effective date to track Tradewinds Universal's progress towards its public offering.

Key Numbers

• 2024-03-25 — Filing Date (Date of S-1/A filing)
• 333-276233 — SEC File Number (SEC registration number)
• 20220310 — Name Change Date (Date of former name change)
• 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• Tradewinds Universal (company) — Filer name
• Tradewinds Enterprises, Inc. (company) — Former company name
• Wyoming (jurisdiction) — State of incorporation
• 501 Mercury Lane (address) — Principal executive offices address
• Brea, CA (address) — Principal executive offices city and state
• 855-434-4488 (phone) — Business phone number
• Buffalo Registered Agents LLC (company) — Agent for service
• Andrewreadtw@gmail.com (email) — Contact email

FAQ

Industry Context

Tradewinds Universal operates within the Food & Kindred Products industry (SIC code 2000).

Regulatory Implications

The filing is an S-1/A, an amendment to a registration statement under the Securities Act of 1933, indicating the company is preparing for a public offering.

What Investors Should Do

1. Review future SEC filings from Tradewinds Universal for updates on their public offering.
2. Research the company's business model and market position once more detailed information becomes available.
3. Monitor for the effective date of the registration statement to determine when shares may be publicly traded.

Key Dates

• 2024-03-25: S-1/A Filing — Amendment filed with the SEC.
• 2022-03-10: Name Change — Company changed name from Tradewinds Enterprises, Inc.

Year-Over-Year Comparison

This is an S-1/A filing, an amendment to a previous registration statement. No direct comparison to a prior period's financial performance is available in this document.

Key Financial Figures

• $0.01 — ice paid by the selling shareholders of $0.01 plus an increase based on the fact the
• $0 — 40 Total cash proceeds to the Company $0 Through this prospectus, we are regis
• $3,000 — rn rate is expected to be approximately $3,000 per month based on our current projecti
• $15,092 — At September 30, 2023 , we had cash of $15,092 and for the year ended December 31, 202
• $53,356 — ended December 31, 2022 we had cash of $53,356; At September 30, 2023, we had revenue
• $90,602 — t September 30, 2023, we had revenue of $90,602 and at December 31, 2022, we had revenu
• $46,098 — at December 31, 2022, we had revenue of $46,098. JOBS Act Recently the United State
• $1,000,000,000 — we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflatio
• $4,068,000 b — tock with an implied aggregate value of $4,068,000 based on our assumed offering price of $.
• $77,445 — r 31, 2022 our Stockholder's Equity was $77,445 and at September 30, 2023 our Stockhold
• $85,735 — r 30, 2023 our Stockholder's Equity was $85,735. Use of Proceeds We will not receive
• $35,000 — mpany are projected to be approximately $35,000. Our CEO has no prior experience managi

Filing Documents

• tradewinds_s1a.htm (S-1/A) — 580KB
• ex23x1.htm (EX-23.1) — 2KB
• image_010.jpg (GRAPHIC) — 51KB
• image_001.jpg (GRAPHIC) — 62KB
• image_002.jpg (GRAPHIC) — 64KB
• image_009.jpg (GRAPHIC) — 5KB
• image_003.jpg (GRAPHIC) — 1KB
• 0001079973-24-000425.txt (&nbsp;) — 836KB

Use of Proceeds

Use of Proceeds 8 Determination of Offering Price 8

Dilution

Dilution 8 Selling Security Holders 9 Plan of Distribution 10

Description of Securities to be Registered

Description of Securities to be Registered 11 Interests of Named Experts and Counsel 12 Description of Business 12 Special Note Regarding Forwarding Looking Statements 19 Directors, Executive Officers, Promoters And Control Persons 20

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 22 Related Party Transactions 23 Disclosure Of Payment Of Services With Shares Of Common Stock 24 Disclosure Of Commission Position On Indemnification For Securities Act Liabilities 24 Report to Security Holders 25

Management's Discussion And Analysis Of Financial Condition And Results Of Operations

Management's Discussion And Analysis Of Financial Condition And Results Of Operations 26

Financial Statements

Financial Statements F-1 &mdash; F-21

Signatures

Signatures II-6 i PROSPECTUS SUMMARY Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense. You should read the following summary together with the more detailed information about our company and the common stock being registered in this offering and our financial statements and the notes to those statements included elsewhere in this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. References in this prospectus to &quot;we,&quot; &quot;our,&quot; &quot;us&quot;, &quot;TU&quot; and the &quot;Company&quot; refer to Tradewinds Universal Organizational History Tradewinds Universal (&ldquo;TU&rdquo;) was incorporated in Wyoming on December 28, 2021, for the purpose of developing, manufacturing, and distributing nutrient-based edible insect foods, including protein bars, shakes, and other nutrition foods/snacks and drinks: Universal Protein &quot;'UP &quot; aka UP Proteins . The company has also acquired a formula for developing, manufacturing, and distributing dog treats to alleviate pain. Introduction We have only an, approximately, twenty-four (24) months operating history. Our initial focus will be on the formulation, manufacturing, marketing, and distribution of Up Proteins nutrition products, including protein bars, powder, drinks, cookies, and other health-related products, each containing human-grade protein derived from insects (UP is an acronym for Universal Protein ). Company Assets The Company's principal assets (&quot;Assets&quot;) consist of cash, and licensing rights. It is management's opinion that the assets it has, including cash, equipment, contracts, future revenue streams, rights and certain business concepts will adequately capitalize the Company for the next twelve (12)

Risk Factors

Risk Factors The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See &quot;Risk Factors.&quot; Common Stock Issued Before Offering 10,170,000 shares of our common stock are issued and outstanding as of the date of this prospectus. Common Stock Issued After Offering 10,170,000 shares of common stock with an implied aggregate value of $4,068,000 based on our assumed offering price of $.40 per share after the offering. Stockholder's Equity As of December 31, 2021 our Stockholder's Equity was $0 (as the Company was formed on December 28, 2021). At December 31, 2022 our Stockholder's Equity was $77,445 and at September 30, 2023 our Stockholder's Equity was $85,735.

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders. Description of Selling Stockholders Through this prospectus, we are registering for resale 9,940,000 shares of common stock. The Company is authorized to issue 75,000,000 shares of common stock, par value .001 per share. At September 30, 2023 there were 10,170,000 shares of common stock issued and outstanding and at twelve months ended December 31, 2022 there were 6,970,000 shares of common stock issued and outstanding. The names and share amounts of the selling stockholders are set forth under &quot;Selling Stockholders and Plan of Distribution&quot; in this prospectus. None of the selling stockholders are officers, directors or 10% or greater stockholders of our company nor are any affiliated or associated with any broker-dealers. 4

RISK FACTORS

RISK FACTORS YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT. We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company. We were incorporated in Wyoming on December 28, 2021. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities. All of our capital and assets have been provided by or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate that we will have insufficient capital to operate for the next twelve (12) months without raising additional capital through equity or debt financing or the sales of additional licensing rights to our patents. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a ti

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