UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~ ~~17, 2024~~ ~~(July~~May 126, ~~2024)~~2025

TRADEWINDS UNIVERSAL

(Exact Name of Registrant as Specified in Charter)

Wyoming		333-276233		87-4254479
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

	501 Mercury Lane, Brea, CA 92821
	(Address of Principal Executive Offices, and Zip Code)
	(855) 434-44887
	Registrant’s Telephone Number, Including Area Code

	(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 4.01. Changes in Registrant’s Certifying Accountant.

~~On July 12, 2024~~ (~~the “Resignation Date”~~a) ~~Accell~~ ~~Audit~~Previous &Independent ~~Compliance,~~Registered ~~P.A.(“AAC”)~~Public ~~resigned~~Accounting as the independent registered public accounting firm for Tradewinds Universal (the “Company”). On July 12, 2024, the Company engaged Astra Audit & Advisory LLC, Tampa, Florida, as its new independent registered public accounting firm. The change of the Company’s independent registered public accounting firm from AAC to Astra Audit & Advisory LLC was approved unanimously by our board of directors.Firm

~~The~~On ~~reports~~April of24, ~~AAC~~2025, on the ~~Company’s~~Audit ~~financial statements~~Committee ~~for~~of the ~~two~~Board ~~most~~of ~~recent~~Directors of ~~fiscal~~Tradewinds ~~years~~Universal ~~did~~(the ~~not~~“Company”) ~~contain~~approved anthe ~~adverse~~dismissal orof ~~disclaimer~~Astra ofAudit ~~opinion~~& ~~and~~Advisory, ~~were~~LLC ~~not~~as ~~qualified~~the orCompany’s ~~modified~~independent asregistered topublic ~~uncertainty,~~accounting ~~audit scope~~firm, oreffective ~~accounting principles~~immediately.

~~During~~Astra ~~the~~Audit ~~two~~& ~~most recent fiscal years and through the Resignation Date~~Advisory, ~~there~~LLC’s ~~were~~reports ~~(i)~~on ~~no disagreements between~~ the Company’s consolidated ~~and~~financial ~~AAC~~statements onfor ~~any~~the ~~matter~~fiscal ofyears ~~accounting~~ended ~~principles~~December ~~or practices~~31, ~~financial~~ ~~statement~~2024 ~~disclosure,~~and orDecember ~~auditing~~31, ~~scope~~2023 orcontained ~~procedures,~~an ~~which~~explanatory ~~disagreement,~~paragraph regarding ifthe ~~not~~Company's ~~resolved~~ability to ~~the~~continue ~~satisfaction~~as ofa ~~AAC,~~going ~~would have~~concern. ~~caused~~Other ~~AAC~~than tothe ~~make~~going ~~reference~~concern ~~thereto~~explanatory inparagraph, ~~their~~the reports ondid ~~the~~not contain ~~consolidated~~any ~~financial~~adverse ~~statements~~opinion ~~for~~or ~~such~~disclaimer ~~years~~of opinion, ~~and~~nor ~~(ii)~~were nothey ~~“reportable events”~~qualified asor ~~that~~modified ~~term~~as isto ~~defined~~uncertainty, inaudit ~~Item~~scope, ~~304(a)(1)(v)~~or ~~of Regulation S-K~~accounting principles.

~~The~~During the Company’s ~~provided~~two ~~AAC~~most ~~with~~recent afiscal ~~copy~~years ofended December ~~this~~31, ~~Form 8-K~~2024, ~~and~~there ~~requested~~were no disagreements (as that ~~AAC~~term ~~furnish~~is itdescribed ~~with~~in Item 304(a)(1)(iv) ~~letter~~of ~~addressed~~Regulation toS-K and the ~~Securities~~related instructions) between the Company and ~~Exchange~~Astra ~~Commission~~Audit ~~stating~~& ~~whether~~Advisory, LLC on any matter of accounting principles or ~~not~~practices, ~~AAC~~financial ~~agrees~~statement disclosure, ~~with~~or ~~the~~auditing ~~above~~scope ~~statements.~~or Aprocedures, ~~copy~~which ofdisagreements, ~~such~~if ~~letter,~~not ~~dated~~resolved ~~July~~to 17the satisfaction of Astra Audit & Advisory, ~~2024~~LLC, iswould ~~attached~~have caused asthem ~~Exhibit~~to 16make reference to the subject matter of the disagreement in connection with its reports.1.

~~During~~The ~~the~~ Company’s ~~two most recent fiscal years and in the subsequent interim period through the Resignation Date, the Company~~ has ~~not~~provided ~~consulted with~~ Astra Audit & Advisory , LLC ~~regarding~~with a ~~either~~copy ~~(i) the application~~ of ~~accounting principles to a specified transaction, either completed or proposed, or~~ the ~~type of~~disclosures ~~audit~~it ~~opinion~~is ~~that~~making ~~might~~in bethis ~~rendered~~Current Report on ~~the~~Form ~~Company’s~~8-K ~~consolidated financial statements,~~ and ~~neither~~requested ~~a written report nor oral advice was provided to the Company~~ that Astra Audit & Advisory, LLC ~~concluded~~furnish ~~was an important factor considered by the Company in~~a ~~reaching~~letter aaddressed ~~decision as~~ to the ~~accounting,~~Securities ~~auditing~~and orExchange ~~financial~~Commission ~~reporting~~stating ~~issue;~~whether orit ~~(ii)~~agrees ~~any~~with ~~matter~~the ~~that~~above ~~was~~statements. ~~either~~A ~~the~~copy ~~subject~~ of aAstra Audit ~~disagreement~~& ~~(as~~Advisory, ~~defined~~LLC's inletter, ~~Item~~dated ~~304(a)(1)(iv)~~May of6, ~~Regulation~~2025 ~~S-K~~is ~~and~~filed ~~the~~as ~~related~~Exhibit ~~instructions)~~16.1 orto athis ~~reportable~~Current ~~event~~Report ~~(as~~on ~~described~~Form ~~in Item 304(a)(1)(v) of Regulation S~~8-K).

~~Item~~(b) ~~9.01~~New ~~Financial~~Independent ~~Statements~~Registered ~~and~~Public ~~Exhibits.~~Accounting Firm

~~(d)~~On ~~Exhibits~~April 24, 2025, the Audit Committee appointed Fruci & Associates II, PLLC as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

Exhibit Number		Exhibit Description
16.1		Letter from Accell Audit & Compliance, P.A. dated July 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

During the Company’s two most recent fiscal years and the subsequent interim period prior to engaging Fruci & Associates II, PLLC, neither the Company nor anyone on its behalf consulted Fruci & Associates II, PLLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or (ii) the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Fruci & Associates II, PLLC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Dated: July 17, 2024	Tradewinds Universal
Exhibit Number		Exhibit Description
	By:	/s/ Andrew Read
16.1		Letter from Astra Audit & Advisory, LLC dated May 6, 2025
	Name:	Andrew Read
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
	Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 6, 2025	Tradewinds Universal


	By:	/s/ Andrew Read
	Name:	Andrew Read
	Title:	Chief Executive Officer

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