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~~SECURITIES~~As ~~AND~~filed ~~EXCHANGE~~with ~~COMMISSION~~the U.S. Securities and Exchange Commission on February 13, 2026

~~Washington,~~Registration DNo.C. ~~20549~~333-

~~FORM~~UNITED ~~S-1~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~_____________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________

Tradewinds Universal
(Exact name of registrant as specified in its charter)

_____________________

Wyoming

(State or other jurisdiction of Incorporation)

333-276233

(Commission File Number)

87-4254479

(IRS Employer Identification No.)

501 Mercury Lane
Brea, CA. 92821
855-434-4488
TradewindsUniversal.com

(Address and telephone number of registrant's principal executive offices and principal place of business)

_________________________________________________________________________________

Please send copies of all communications to:

Mont E Tanner, Esq.

2950 E Flamingo Road STE G

Las Vegas, Nevada 89121

(702) 369-9614

mtannerlaw@aol.com

_____________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth 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

☒

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS						SUBJECT TO COMPLETION DATED FEBRUARY 13, 2026

20,000,000 Shares

Tradewinds Universal

This prospectus relates to the resale, from time to time, by RH2 Equity Partners (~~Name~~“RH2” or the “Selling Stockholder”) of ~~small~~up ~~business~~to ~~issuer~~20,000,000 inshares ~~its~~of ~~charter~~our common stock, par value $0.001 per share (“Common Stock”).

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)

The shares of Common Stock to which this prospectus relates consist of shares that have been or may be issued to the Selling Stockholder pursuant to a common stock purchase agreement between us and the Selling Stockholder dated January 29, 2026 (the “Purchase Agreement”).

~~501~~We are ~~Mercury~~not ~~Lane~~selling ~~Brea,~~any securities under this prospectus and we will not receive any proceeds from the sale of the shares by the Selling CAStockholder. ~~92821 855-434-4488~~However, ~~TradewindsUniversal.com~~we ~~Andrewreadtw@gmail.com(Address~~may ~~and~~receive ~~telephone~~proceeds ~~number~~of up to an additional $10,000,000 from the sale of ~~registrant's~~the ~~principal~~shares ~~executive~~of Common Stock to the Selling ~~offices~~Stockholder under the Purchase Agreement, from time to time in our discretion after the date the registration statement that includes this prospectus is declared effective and ~~principal~~after ~~place~~satisfaction of ~~business)~~other conditions in the Purchase Agreement.

~~Buffalo~~The Selling ~~Registered~~Stockholder ~~Agents~~is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Selling ~~LLC 401~~Stockholder Nmay ~~Main~~sell ~~Street~~the ~~Buffalo,~~shares WYof ~~82834~~Common ~~855-434-4488~~Stock ~~(Name,~~described ~~address,~~in ~~including~~this ~~zip~~prospectus ~~code,~~in a number of different ways and ~~telephone~~at ~~number,~~varying ~~including~~prices. See ~~area~~“Plan ~~code,~~ of ~~agent~~Distribution” for ~~service)~~more information about how the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this prospectus.

~~Approximate~~We will ~~date~~pay the expenses of ~~commencement~~registering the shares of ~~proposed~~Common ~~sale~~Stock offered by this prospectus, but all selling and other expenses incurred by the Selling Stockholder will be paid by the Selling Stockholder. The Selling Stockholder may sell our shares of Common Stock offered by this prospectus from time to time on terms to be determined at the ~~public:~~time Asof ~~soon~~sale asthrough ~~practicable~~ordinary ~~after~~brokerage transactions or through any other means described in this ~~Registration~~prospectus ~~Statement~~under ~~becomes~~“Plan ~~effective~~of Distribution.” The prices at which the Selling Stockholder may sell shares will be determined by the prevailing market price for our Common Stock or in negotiated transactions.

IfOur ~~any~~Common ofStock ~~the~~is ~~securities~~listed ~~being registered~~ on ~~this~~OTCMarkets ~~form~~under ~~are~~the tosymbol be“TRWD.” ~~offered~~The onlast areported ~~delayed~~closing orprice ~~continuous~~for ~~basis~~our ~~pursuant~~Common toStock ~~Rule~~on ~~415 under~~ the ~~Securities~~OTCMarkets ~~Act~~on ofJanuary ~~1933~~29, ~~check~~2026 ~~the~~was ~~following box~~$.10 ☒per share.

IfInvesting ~~this~~in ~~Form~~our issecurities ~~filed~~involves toa ~~register~~high ~~additional~~degree ~~securities~~of ~~for~~risk. anSee ~~offering~~“Risk ~~pursuant~~Factors” tobeginning ~~Rule~~on page ~~462(b)~~3 ~~under~~of ~~the~~this ~~Securities~~prospectus ~~Act, please check the~~to ~~following~~read ~~box~~about ~~and~~factors ~~list~~you ~~the~~should ~~Securities~~consider ~~Act~~before ~~registration~~investing ~~statement~~in ~~number~~our ~~of the earlier effective registration statement for the same offering~~securities. o

IfNeither ~~this~~the ~~Form~~Securities isand aExchange ~~post-effective~~Commission ~~amendment~~nor ~~filed~~any ~~pursuant~~state tosecurities ~~Rule~~commission ~~462(c)~~has ~~under~~approved ~~the~~or ~~Securities~~disapproved ~~Act,~~of ~~check~~these ~~the~~securities ~~following~~or ~~box~~passed upon ~~and list~~ the ~~Securities Act~~accuracy ~~registration~~or ~~statement~~adequacy ~~number~~ of the ~~earlier~~disclosures ~~effective~~in ~~registration~~the ~~statement~~prospectus. ~~for~~Any representation to the ~~same~~contrary ~~offering.~~is oa criminal offense.

IfThe ~~this~~date ~~Form~~of isthis aprospectus ~~post-effective amendment filed pursuant to Rule 462(d) under the Securities Act~~is , ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~2026

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging Growth Company ☒

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER _____, 2023

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(a). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The selling shareholders may sell shares of our common stock at a fixed price of $ .01 per share until our common stock is quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $.40 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.01 plus an increase based on the fact the share will be liquid and registered. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

PRELIMINARY PROSPECTUS

TRADEWINDS UNIVERSAL

9,940,000 Shares of Common Stock

Price per share: $.40

Total cash proceeds to the Company $0

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.

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. There is no present public trading market for the Company's Common Stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share. The Company has determined the offering price based, primarily, on its projected operating results. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock.

There is no trading market for our common stock.

The sales price to the public will be offered at a fixed price of $.40 per share until shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices. We intend to contact an authorized OTCQB market maker for sponsorship of our securities on the OTC, upon effectiveness of this registration statement, however, there is no guarantee our common stock will be accepted for quotation on the OTCQB. If our common stock becomes quoted on the Over the Counter Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.

The purchase of our shares involves substantial risk. See "risk factors" beginning on page 9 for a discussion of risks to consider before purchasing our common stock.

You should rely only on the information contained in this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED _________________2023.

TABLE OF CONTENTS

	PAGE
		Page
Prospectus Summary	1
About This Prospectus		1
Summary Financial Data	3
Prospectus Summary		2
Risk Factors	5
The Offering		3
Use of Proceeds	8
Risk Factors		3
Determination of Offering Price	8
Special Note Regarding Forward-Looking Statements		9
Dilution	8
Committed Equity Financing		9
Selling Security Holders	9
Use of Proceeds		13
Plan of Distribution	10
Market for Common Stock and Dividend Policy		13
Description of Securities to be Registered	11
Capitalization		14
Interests of Named Experts and Counsel	12
Business		14
Description of Business	12
Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Special Note Regarding Forwarding Looking Statements	19
Security Ownership of Certain Beneficial Owners and Management		25
Directors, Executive Officers, Promoters And Control Persons	20
Description of Securities		25
Legal Proceedings	21
Selling Stockholder		26
Security Ownership of Certain Beneficial Owners and Management	21
Plan of Distribution		27
Related Party Transactions	22
Directors, Executive Officers and Corporate Governance		29
Disclosure Of Payment Of Services With Shares Of Common Stock	22
Executive and Director Compensation		29
Disclosure Of Commission Position On Indemnification For Securities Act Liabilities	22
Certain Relationships and Related Transactions		30
Report to Security Holders	23
Legal Matters		30
Management's Discussion And Analysis Of Financial Condition And Results Of Operations	23
Experts		30
Financial Statements	F-1 — F-21
Where You Can Find More Information		30
Signatures	II-6
Financial Statements		F-1

iABOUT THIS PROSPECTUS

~~PROSPECTUS~~The ~~SUMMARY~~registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

~~Neither~~You should rely only on the ~~Securities~~information contained in this prospectus and ~~Exchange~~the ~~Commission~~related ~~nor~~exhibits, any ~~state~~prospectus ~~securities commission~~supplement ~~has~~or ~~approved~~amendment thereto, or ~~disapproved~~to ofwhich ~~these~~we ~~securities~~have orreferred ~~passed~~you, ~~upon~~before making your investment decision. Neither we, nor the ~~adequacy~~selling orstockholder ~~accuracy~~named ofherein (the “Selling Stockholder”), nor any financial advisor engaged by us or the Selling Stockholder in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. ~~Any~~Neither ~~representation~~the delivery of this prospectus nor the tosale of our securities means that the ~~contrary~~information contained in this prospectus is acorrect ~~criminal~~after ~~offense~~the date of this prospectus.

You should ~~read~~not ~~the~~assume ~~following~~that ~~summary~~the ~~together~~information ~~with~~contained ~~the~~in ~~more~~this ~~detailed~~prospectus, ~~information~~any ~~about~~prospectus ~~our~~supplement ~~company~~or ~~and~~amendments ~~the~~thereto, ~~common~~as ~~stock~~well ~~being~~as ~~registered~~information inwe ~~this~~have ~~offering~~previously ~~and~~filed ~~our~~with ~~financial~~the ~~statements~~SEC, ~~and~~is ~~the~~accurate ~~notes~~as toof ~~those~~any ~~statements~~date ~~included~~other ~~elsewhere~~than inthe ~~this~~date ~~prospectus.~~on ~~The~~the ~~selling~~front ~~stockholders~~cover ~~are~~of ~~selling~~the ~~shares~~applicable ofdocument. ~~common~~Our ~~stock~~business, ~~covered~~financial condition, results byof ~~this~~operations ~~prospectus~~and ~~for~~prospects ~~their~~may ~~own~~have ~~account.~~changed ~~References~~since inthose ~~this~~dates. This prospectus is an offer to ~~"we,"~~sell ~~"our,"~~only ~~"us",~~the ~~"TU"~~securities offered hereby, but only under circumstances and ~~the~~in ~~"Company"~~jurisdictions ~~refer~~where it is lawful to ~~Tradewinds~~do ~~Universal~~so.

~~Organizational~~The ~~History~~Selling Stockholder is not offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the jurisdiction of the United States who come into possession of this prospectus are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus applicable to that jurisdiction.

~~Tradewinds~~No ~~Universal~~person ~~(“TU”)~~is ~~was incorporated~~authorized in ~~Wyoming~~connection onwith ~~December~~this ~~28,~~prospectus to ~~2021,~~give ~~for~~any ~~the~~information ~~purpose~~or ofto ~~developing,~~make ~~manufacturing~~any representations about us, ~~and~~the ~~distributing~~securities ~~nutrient-based~~offered ~~edible~~hereby ~~insect foods,~~or ~~including~~any ~~protein~~matter ~~bars,~~discussed ~~shakes~~in this prospectus, other than the information and representations contained in this prospectus. If any other ~~nutrition~~information ~~foods/snacks~~or ~~and~~representation ~~drinks:~~is ~~Universal~~given ~~Protein~~or ~~"'UP "~~made, ~~aka~~such UPinformation ~~Proteins~~ or representation may not be relied upon as having been authorized by us. ~~The~~ ~~company~~To ~~has~~the ~~also~~extent ~~acquired~~there is a ~~formula~~conflict ~~for~~between ~~developing,~~the information ~~manufacturing,~~contained in this prospectus and ~~distributing~~any ~~dog~~prospectus ~~treats~~supplement tohaving ~~alleviate~~a ~~pain~~later date, the statement in the prospectus supplement having the later date modifies or supersedes the earlier statement.

~~Introduction~~If required, each time the Selling Stockholder offers shares of Common Stock, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize the Selling Stockholder to use one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Incorporation of Certain Information by Reference” before buying any of the securities offered.

WeUnless ~~have~~the ~~only~~context ~~an,~~otherwise ~~approximately~~requires, ~~twenty-four~~ ~~(24) months operating history. Our initial focus will be on~~ the ~~formulation,~~terms ~~manufacturing~~“Tradewinds, ~~marketing, and distribution of~~” Up“the ~~Proteins nutrition products~~Company,” ~~including protein bars~~“we,” ~~powder,~~“us” ~~drinks, cookies,~~ and ~~other~~“our” ~~health-related~~refer ~~products,~~to ~~each~~Tradewinds ~~containing human-grade protein derived from insects (UP is an acronym for~~ Universal ~~Protein)~~.

~~Company~~Unless ~~Assets~~otherwise indicated, information contained in this prospectus or incorporated by reference herein concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources (including industry publications, surveys and forecasts), and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The Company's principal assets ("Assets") 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) months. The Company intends to develop, operate and capitalize the Assets, as well as to create or acquire new products for licensing, manufacturing and distribution.

Company Cash Flow

The Company has cash assets derived from the sale of licensing rights to its patents. Our burn rate is expected to be approximately $3,000 per month based on our current projections. At September 30, 2023 , we had cash of $15,092 and for the year ended December 31, 2022 we had cash of $53,356; At September 30, 2023, we had revenue of $90,602 and at December 31, 2022, we had revenue of $46,098.

JOBS Act

Recently the United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are "emerging growth companies." We are an "emerging growth company" as defined in Section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an "emerging growth company" until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer," as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

~~Generally, a registrant that registers any class of~~PROSPECTUS its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a "smaller reporting company" in Exchange Act Rule 12b-2, an auditor attestation report on management's assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a "smaller reporting company". In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance. We have irrevocably elected to comply with new or revised accounting standards even though we are an emerging growth company.SUMMARY

~~Future~~This summary ~~Assets~~highlights information contained elsewhere in this prospectus and ~~Growth~~does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the information set forth under the headings “Risk Factors” as included elsewhere in this prospectus and our financial statements and the related notes and the section entitled.

WeOUR will continue to generate limited future income from our assets, however, we cannot provide absolute assurances or estimates of these revenues. The Company had Net Income at year end December 31, 2022, however, the Company anticipates it may operate at a deficit for its next fiscal years and may expend most of its available capital. The Company's cash on hand is, primarily, budgeted to cover the anticipated costs to complete the development of a new patent, and for various administrative costs associated with developing and operating the businesses going forward including costs for legal, accounting and Transfer Agent services.COMPANY

~~Our~~BUSINESS business model is predicated on the assumption that we can generate multiple revenue streams from the sale of distribution rights for territories and through the manufacturing and sales of our product line which is anticipated in the fourth quarter of 2023. Although the Company generated revenues, it anticipates it may lose money in its next, full year of operation and it shall require raising additional capital to develop its concepts. The Company may plan on filing for a Secondary offering of its stock in 2024 to raise capital for its projects and concepts which will result in further dilution to shareholders.OVERVIEW

~~The~~Corporate Company's primary manager, its CEO, Mr. Read, has limited experience and expertise in the manufacturing, sales and related industries and has no experience operating a public company. The Company will continue to seek consultation from those persons more adept in the industry possibly as a director, employee, or outside consultant. Until such time as the Company is more established and capitalized, we will not be able to employ any personnel on a full-time basis. (For Details on our Business Plan Please See: Description of Business, p. 17).History

~~FOUNDING~~Tradewinds ~~SHAREHOLDERS~~Universal (the “Company” or “Tradewinds”) was incorporated in the State of Wyoming on December 28, 2021. The Company is a holding company focused on acquiring, developing, and operating businesses with long-term value, resilience, and growth potential across multiple industry sectors.

The ~~following~~Company’s ~~individuals~~initial operations centered on the development, manufacturing, and ~~entities~~distribution ~~are~~of ~~considered~~high-nutrition ~~founding~~food ~~shareholders~~and beverage products, including nutrient-based edible insect ofprotein ~~our~~foods such as protein bars, shakes, and related snacks and drinks. These products were developed and marketed under the Universal Protein, also known as UP Proteins or Universal Proteins (UP), brand. In 2022, the Company also acquired a proprietary formula intended for the development and commercialization of canine pain relief pet treats.

Class	Name	Shares	Percentage
Common	Andrew Read	230,000	3%

In August 2025, the Company executed a Letter of Intent (“LOI”) with Peppermint Hippo™ to establish a nightlife and hospitality division. Pursuant to the LOI, the Company intends to acquire Peppermint Hippo Toledo as its initial property, followed by a phased national expansion that includes several Peppermint Hippo locations and additional affiliated brands owned or operated by Peppermint Hippo. This transaction represents a strategic expansion of the Company’s operations into the nightlife and hospitality sector.

(1) Mr. Andrew Read, is the CEO.

Terms of the Offering

We will not receive any of the proceeds from the resale of these shares. The offering price of $.40 was determined by the price shares were sold to our shareholders in a private placement memorandum plus an increase based on the fact the shares will be liquid and registered. $.40 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCQB or another Exchange, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

~~SUMMARY~~THE ~~FINANCIAL DATA~~OFFERING

The following summary financial data should be read in conjunction with "Management's Discussion and Analysis and Results of Operations" and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data "*"

Shares of Common Stock offered by us		Up to 20,000,000 shares of our Common Stock that we may sell to the Selling Stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement, described below.
Common Stock outstanding(1)		43,690,580 shares of Common Stock.
Common Stock outstanding after this offering(1)		63,690,580 shares of Common Stock.
Use of proceeds		We will not receive any proceeds from the sale by the Selling Stockholder of the shares of Common Stock being offered by this prospectus. However, we may receive gross proceeds of up to $10 million from the sale of our Common Stock to the Selling Stockholder under the Purchase Agreement. We intend to use any proceeds from the Selling Stockholder that we receive under the Purchase Agreement for working capital, strategic and general corporate purposes. See “Use of Proceeds” on page 51 for more information.
Risk factors		An investment in our securities is highly speculative and involves substantial risk. Please carefully consider the risks described under the heading “Risk Factors” on page 3 and other information included and incorporated by reference in this prospectus for a discussion of factors to consider before deciding to invest in the securities offered hereby. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.
Transfer agent and registrar		The registrar and transfer agent for our Common Stock is VStock Transfer, LLC, located at 18 Lafayette Place Woodmere, New York 11598.
OTCMarkets symbol and trading		Our Common Stock is listed on OTCMarkets under the symbol “TRWD.”

	For the Year Ended December 31, 2021 (Audited)*		For the Year Ended December 31, 2022 (Audited)*		For September 30, 2022 (Unaudited)		For September 30, 2023 (Unaudited)
STATEMENT OF OPERATIONS
Revenues	$	—	$	46,098	$	36,028	$	90,602
Operating Expenses		—		36,294		32,354		107,591
Net Income (Loss)		—		7,745		2,903		(23,710	)
Weighted average number of common shares outstanding for the period		—		2,502,877		1,794,250		8,866,081
Net Income Per Share	$	—	$	0.00	$	0.00	$	(0.00	)

____________________

	For the Year Ended December 31, 2021 (Audited)*		For the Year Ended December 31, 2022 (Audited)*		For September 30, 2023 (Unaudited)
BALANCE SHEET DATA
Cash and Prepaid Expenses	$	—	$	58,756	$	15,092
Total Assets		—		98,356		85,735
Total Liabilities		—		20,911		—
Stockholder's Equity		—		77,445		85,735

(1) Unless otherwise indicated, all references in this prospectus to the number of shares of our Common Stock outstanding and the number of shares of our Common Stock to be outstanding after this offering is based on 43,690,580 shares outstanding as of January 20, 2026.

"*" Derived from audited financial statements

ABOUT THIS OFFERING

Securities Being Offered		Up to 9,940,000 shares of common stock for resale in Tradewinds Universal
Initial Offering Price		The selling shareholders will be offering shares at a fixed price of $.40 per share until shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices.
Terms of the Offering		The selling shareholders will determine the terms relative to the sale of the common stock offered in this Prospectus.
Termination of the Offering		The offering will conclude when all of the 9,940,000 shares of common stock have been sold or at a time when the Company, in its sole discretion, decides to terminate the registration of the shares. The Company may decide to terminate the registration if it is no longer necessary due to the operation of the resale provisions of Rule 144 promulgated under the Securities Act of 1933. We may also terminate the offering for no given reason whatsoever.
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 "Risk Factors."
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		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 "Selling Stockholders and Plan of Distribution" 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.

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 timely basis, or if obtainable, that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis, we may have to significantly or entirely curtail our business objectives, which could result in our having to discontinue some of our operations and plans.

We depend highly on our current president who has limited experience in running a public company.

We depend highly on Andrew Read, our CEO and Director, who may be difficult to replace. Andrew Read at this point, only devotes approximately 40% of his time (approximately 16 hours) per week to our business, has only several years of industry experience and has not previously headed a public Company. Our plan of operations is dependent upon the continuing support and business expertise of Mr. Read.

Loss of our CEO could adversely affect our business.

Loss of Mr. Read could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investor's investments. Mr. Read received 230,000 shares of the Company's common stock in February of 2022 and 22,000,000 shares in December 2023 resulting in 22,230,000 shares. It is unknown, at this time, if or when the Company may be able to further compensate Mr. Read for his management services. The company does not anticipate Mr. Read receiving a salary in the foreseeable future.

Our management has limited experience in running a public company.

Mr. Read, has no experience in running a public company. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Mr. Read will rely on the expertise of outside counsel to insure proper filing and the meeting of deadlines.

Our auditors have issued a going concern opinion.

Our auditors have issued a going concern opinion on our audited financial statements as follows, “The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 1 to the financial statements, the Company has had minimal operations. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

There are increased costs and regulations associated with operating a public company and we will have limited internal accounting controls.

There are a number of expenses and costs associated with operating a public Company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal and auditing expenses that will materially increase the Company's operating expenses and make it more difficult for the Company's businesses to produce operating profits. Projected cost for the next 12 months associated with the operation aspects of being a public company are projected to be approximately $3585,000. Our CEO has no prior experience managing a public company. With only one officer and director there will be no internal oversight to the Company's financial reporting, initially, except from the Company's outside auditors.

Upon completion of the offering stockholders will own a majority percentage of the Company's stock.

Andrew Read owns approximately 351% of our outstanding common shares and will continue to do so after the filing of this Registration Statement. As a consequence of his stock ownership position, Mr. Read ~~will~~has ~~not have~~ the ability to elect a majority of our board of directors, and thereby control our management. ~~Andrew~~ Andrew Read also ~~will~~has ~~not have~~ the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions. The ownership by Mr. Read could discourage investments in our Company or prevent a potential takeover of our company which will have a negative impact on the value of our securities.

Because of competitive pressures from competitors with more resources, the Company may fail to implement its business model profitably.

The protein bar industry is extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase (see "Competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing products developed by us, our competitors, and their advisors.

We are dependent on the popularity of our products.

Our ability to generate revenue and be successful in implementing our business plan is dependent on our ability to manufacture and distribute our products via distribution channels that are efficient and cost effective.

We may be unable to compete with larger or more established companies.

We face a large and growing number of competitors in the protein bar industry. Many of these competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than does the Company. As a result, certain of these competitors may be in better positions to compete with us for product and audiences. We cannot be sure that we will be able to compete successfully with existing or new competitors.

We are developing additional products which could be unprofitable once completed.

There is no assurance that if and when the products under development are completed, they will be met with success or be profitable. We face competition from many established companies most which have far greater resources and expertise than we do.

In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder's investment.

Due to our limited operating history, we currently do not have the resources to initiate manufacturing of products using our dog pain relief formula. We anticipate additional sales of licensing rights to our formula but as of the date of this filing we have no plans in place for the further sale of licensing rights or for debt or equity financing.

Following this offering we may need to raise additional funds to expand our operations. We will receive no proceeds from this offering. We may raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations, although at this time there is no plan in effect to do so. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.

Our products or processes could give rise to claims that our products infringe on the rights of others.

We are potentially subject to claims and litigation from third parties claiming that our products or processes infringe on their patent or other proprietary rights. Currently such claims and litigation could potentially apply to our products under development. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to produce, use or sell the affected product or process. Litigation, which could result in substantial costs to us, may also be necessary to enforce our proprietary rights and/or to determine the scope and validity of the proprietary rights of others. Any intellectual property litigation would be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not prevent us from selling our products or materially and adversely affect our business, financial condition and results of operations. If any such claims are asserted against us, we may seek to enter into a royalty or licensing arrangement. We cannot assure you that a license will be available on commercially reasonable terms, or at all.

We may be unable to scale our operations successfully.

Our growth will place significant demands on our management and technology development, as well as our financial, administrative and other resources. We cannot guarantee that any of the systems, procedures and controls we put in place will be adequate to support the commercialization of our operations. Our operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our products, services and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed.

The lack of experience in all of the businesses we are entering could impact our return on investment, if any.

As a result of our reliance on our officers and their lack of experience in developing and implementing plans for manufacturing and sales of protein bars and related products, our investors are at risk in losing their entire investment. The company intends to hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized. Until such management is in place, we are reliant upon our officers to make the appropriate management decisions.

AsOur ~~there~~shares isof ~~no public market for our~~ common ~~shares, they~~stock are anactively ~~illiquid~~traded ~~investment~~on ~~and~~OTCMarkets ~~investors~~as ~~may not be able to sell their shares~~penny stocks.

NoThe securities enforcement and penny stock reform act of 1990 requires additional disclosure relating to the market ~~currently~~for ~~exists~~penny stocks in connection with trades in any stock defined as a penny stock. Sec regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on OTCMarkets and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for ~~our~~three ~~securities~~years. Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction wein ~~cannot~~a ~~assure~~penny ~~you~~stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market ~~will~~for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, orany ifmarket for ~~developed,~~our ~~will~~shares of common stock may not be ~~sustained~~liquid.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.5

IfBecause our ~~shares~~securities ~~of common stock~~ are ~~actively~~subject ~~traded~~to onpenny ~~a public market,~~stock ~~they~~rules, ~~will~~you inmay ~~all~~have ~~likelihood~~difficulty bereselling ~~penny~~your ~~stocks~~shares.

~~The~~Because ~~securities~~our ~~enforcement~~common ~~and penny~~ stock ~~reform act~~trades ofon ~~1990 requires additional disclosure relating to~~ the ~~market for penny stocks in connection with trades in any stock defined as a~~OTCMarkets ~~penny~~at ~~stock. Sec regulations generally define~~ a ~~penny stock to be an equity security that has a market or exercise~~ price ofbelow ~~less than~~ $5.00 per share, ~~subject~~it tois ~~certain~~considered ~~exceptions.~~a ~~Such~~“penny ~~exceptions~~stock” ~~include any equity security listed on Nasdaq~~ and ~~any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years. Unless an exception~~ is ~~available,~~subject ~~the regulations require delivery, prior~~ to ~~any~~the ~~transaction involving a~~ penny stock, ofrules aunder ~~disclosure~~Section ~~schedule~~15(g) ~~explaining~~of the ~~penny~~Securities ~~stock~~Exchange ~~market~~Act ~~and~~of ~~the associated risks~~1934. The penny stock rules ~~require~~impose aadditional ~~broker-dealer,~~sales ~~prior~~practice torequirements aon ~~transaction~~broker-dealers inthat aeffect ~~penny~~transactions ~~stock~~in ~~not~~penny ~~otherwise~~stocks, ~~exempt~~including ~~from~~ the ~~rules,~~delivery toof ~~deliver~~ a standardized ~~risk~~ disclosure document, ~~that~~disclosure ~~provides information about penny stocks~~ and ~~the~~confirmation ~~nature and level~~ of ~~risks in the penny stock market. The broker-dealer must also provide the customer with~~ current ~~bid~~quotation ~~and offer quotations for the penny stock~~prices, ~~details~~disclosure of the compensation ofreceived by the broker-dealer and its salesperson ~~in the transaction~~, and ~~monthly~~ ~~account statements showing~~ the ~~market~~furnishing ~~value~~ of ~~each~~monthly ~~penny stock held in the customer's~~ account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmationstatements. In addition, ~~the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the~~ broker-~~dealer~~dealers must make a special ~~written~~suitability determination ~~that~~for ~~the~~purchasers of penny ~~stock is~~stocks ~~a suitable investment for the purchaser~~ and receive the purchaser'’s written agreement prior to ~~the~~effecting any transaction in such securities. These ~~disclosure~~ requirements may ~~have~~limit the ~~effect~~willingness of ~~reducing~~broker-dealers to ~~the~~sell ~~level~~our ofcommon ~~trading~~stock ~~activity~~and inmay ~~the~~adversely ~~secondary~~affect ~~market for securities that become subject to~~ the ~~penny stock~~liquidity ~~rules.~~of ~~Since~~ our ~~securities~~common ~~are~~stock ~~highly~~and ~~likely to be subject to~~ the ~~penny~~ability ~~stock rules, should a public market ever develop, any market for our shares~~ of ~~common~~shareholders ~~stock~~to ~~may~~resell ~~not~~their ~~be liquid~~shares.

Because our securities may be subject to penny stock rules, you may have difficulty reselling your shares.

Since our stock may be subject to penny stock rules, you may have difficulty reselling your shares. Penny stocks are covered by section 15(g) of the securities exchange act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer may be required to make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

This registration statement contains forward looking statements which are speculative in nature.

This registration statement contains forward-looking statements. These statements relate to future events or our future financial performance. Forward looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under "business description" and "corporate background" although the company believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance, or achievements cannot be guaranteed. The reader is advised to consult any further disclosures made on related subjects in our future sec filings.

We have not paid, and do not intend to pay, cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

~~USE~~Risks OFRelated ~~PROCEEDS~~to this Offering

~~The~~It ~~selling~~is ~~stockholders are selling shares of common stock covered by this prospectus for their own account. We will~~ not ~~receive~~possible ~~any~~to ofpredict the ~~proceeds~~actual number ~~from the resale~~ of ~~these~~ shares. Wewe ~~have agreed~~will tosell ~~bear~~under the ~~expenses~~ELOC ~~relating~~ to the ~~registration~~Selling ofStockholder, or the ~~shares~~actual ~~for~~gross ~~the~~proceeds ~~selling~~resulting ~~security~~from ~~holders~~those sales.

~~DETERMINATION~~On OFJanuary ~~OFFERING~~29, ~~PRICE~~2026, we entered into the ELOC with the Selling Stockholder, pursuant to which the Selling Stockholder has committed to purchase up to $10,000,000 in shares of our Common Stock, subject to certain limitations and conditions set forth in the ELOC. The shares of our Common Stock that may be issued under the ELOC may be sold by us to the Selling Stockholder at our discretion from time to time over a 24-month period commencing on the date on which all of the conditions to our right to commence sales of our Common Stock to the Selling Stockholder set forth in the ELOC were satisfied (“Commencement Date”).

~~Since~~We generally have the right to control the timing and amount of any sales of our shares ~~are~~of ~~not~~Common ~~listed~~Stock orto ~~quoted~~the onSelling ~~any~~Stockholder ~~exchange or~~under ~~quotation~~the ~~system~~ELOC. Sales of our Common Stock, if any, to the ~~offering~~Selling ~~price~~Stockholder ofunder the ~~shares~~ELOC ofwill ~~common~~depend ~~stock~~upon ~~was~~market ~~arbitrarily~~conditions ~~determined.~~and ~~The~~other ~~offering~~factors ~~price~~to ~~was~~be determined by ~~the~~ ~~price~~us. ~~shares~~We ~~were~~may ~~sold~~ultimately decide to ~~our~~sell ~~shareholders~~to inthe ~~our~~Selling ~~private~~Stockholder ~~placement~~all, ~~pursuant~~some toor anno ~~exemption~~additional ~~under~~amount ~~Rule~~of ~~144~~the shares of ~~the~~our ~~Securities~~Common ~~Act~~Stock that may be available for ofus ~~1933~~to sell to Selling Stockholder pursuant to the ELOC.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTCQB after the SEC declares this prospectus effective. In order to be quoted on the OTCQB, a market maker must file a 15c-211 application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved.6

InBecause ~~addition,~~the ~~there~~purchase isprice noper ~~assurance~~share to be paid by the Selling Stockholder for the shares of Common Stock that ~~our~~we ~~common stock~~may elect to sell to them under the ELOC, if any, will ~~trade~~fluctuate based aton the market prices inof ~~excess~~our ofCommon Stock for each Purchase made pursuant to the ~~initial~~ELOC, ~~public~~if ~~offering~~any, ~~price~~it asis ~~prices~~not possible for us to predict, as of the ~~common~~date ~~stock~~of inthis prospectus and prior to any ~~public~~such ~~market~~sales, ~~which~~the number of shares of Common Stock that we will sell to the Selling Stockholder ~~may~~under ~~develop~~the ELOC, the purchase price per share that the Selling Stockholder will bepay ~~determined~~for inshares purchased from us under the ~~marketplace~~ELOC, ~~and~~or ~~may~~the aggregate begross ~~influenced~~proceeds that we will receive from those purchases by ~~many~~the ~~factors,~~Selling ~~including~~Stockholder under the ~~depth~~ELOC, ~~and~~if ~~liquidity~~any.

~~DILUTION~~Moreover, although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder, we are registering 20,000,000 shares of our Common Stock for resale under this prospectus, The actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ELOC. If it becomes necessary for us to issue and sell to the Selling Stockholder under the ELOC more shares than the shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to the Total Commitment of $100,000,000 under the ELOC, we must first file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our common stock over the 20,000,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.

~~The~~Any ~~common~~issuance ~~stock~~and sale by us under the ELOC of a substantial number of shares of Common Stock in addition to bethe ~~sold~~20,000,000 shares of our Common Stock being registered for resale by the ~~selling~~Selling ~~shareholders~~Stockholder isunder ~~common~~this ~~stock~~prospectus could cause additional substantial dilution to our stockholders. The number of shares ~~that~~of our Common Stock ultimately offered for sale by the Selling Stockholder is ~~currently~~dependent ~~issued.~~upon ~~Accordingly,~~the ~~there~~number ~~will~~of beshares noof ~~dilution~~Common Stock, if any, we ultimately sell to ~~our~~the ~~existing~~Selling ~~shareholders~~Stockholder under the ELOC.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the ELOC, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. If and when we do elect to sell shares of our Common Stock to the Selling Stockholder pursuant to the ELOC, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.

We may require additional financing to sustain our operations and without it we may not be able to continue operations.

Subject to the terms and conditions of the ELOC, we may, at our discretion, direct the Selling Stockholder to purchase up to $10,000,000 of shares of our Common Stock under the ELOC from time-to-time over a 24-month period beginning on the Commencement Date. Although the ELOC provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to the Selling Stockholder only 20,000,000 shares of our Common Stock are being registered hereby. The purchase price per share for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC will fluctuate based on the market prices of our Common Stock for each Purchase made pursuant to the ELOC, if any. Accordingly, it is not currently possible to predict the number of shares that will be sold to the Selling Stockholder, the actual purchase price per share to be paid by the Selling Stockholder for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.

Assuming a purchase price of $0.10 per share (which represents the closing price of our common stock on OTCMARKETS on January 29, 2026), the purchase by the Selling Stockholder of all of the 20,000,000 shares being registered hereby from and after the Commencement Date would result in aggregate gross proceeds to us of approximately $2,000,000 which is substantially less than the $10,000,000 Total Commitment available to us under the ELOC. After deducting our fees and expenses, the aggregate net proceeds to us from all of such purchases by the Selling Stockholder would be approximately $1,600,000.

Accordingly, in order to receive aggregate gross proceeds equal to the $10,000,000 Total Commitment available to us under the ELOC, we would need to issue and sell to the Selling Stockholder under the ELOC more than being registered hereby, which would require us to file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder any such additional shares of our common stock we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the ELOC.

The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors including, the prevailing market price of our Common Stock and the extent to which we are able to secure working and other capital from other sources. If obtaining sufficient funding from the Selling Stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our working and other capital needs. Even if we were to sell to the Selling Stockholder all of the shares of Common Stock available for sale to the Selling Stockholder under the ELOC, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences may be a material adverse effect on our business, operating results, financial condition and prospects.

Sales of our Common Stock to the Selling Stockholder may cause substantial dilution to our existing stockholders, the sale of the shares of our Common Stock acquired by the Selling Stockholder could cause the price of our Common Stock to decline, and the actual number of shares we will issue under the ELOC, at any one time or in total, is uncertain.

This registration statement relates to an aggregate amount of up to $10,000,000 of shares of our Common Stock that we may sell to the Selling Stockholder from time to time prior to the 24-month anniversary of the Commencement Date. The number of shares ultimately offered for sale to the Selling Stockholder under this prospectus supplement is dependent upon the number of shares we elect to sell to the Selling Stockholder under the ELOC. See “Committed Equity Financing” for more information about our obligations under the ELOC.

Depending upon market liquidity at the time, sales of shares of our Common Stock under the ELOC may cause the trading price of our Common Stock to decline. After the Selling Stockholder has acquired shares under the ELOC, it may sell all, some or none of those shares. Sales to the Selling Stockholder by us pursuant to the ELOC under this prospectus supplement may result in substantial dilution to the interests of other holders of our Common Stock. The sale of a substantial number of shares of our Common Stock to the Selling Stockholder in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. However, we have the right to control the timing and amount of any sales of our shares to the Selling Stockholder (other than the mandatory purchase notice described above that we are obligated to issue), and the ELOC may be terminated by us at any time at our discretion without penalty.

The extent to which we rely on the Selling Stockholder as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources.

Future sales and issuances of our Common Stock or other securities might result in significant dilution and could cause the price of our Common Stock to decline.

To raise capital, we may sell Common Stock, convertible securities or other equity securities in one or more transactions other than those contemplated by the ELOC, at prices and in a manner we determine from time to time. We may sell shares or other securities in another offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

We cannot predict what effect, if any, sales of shares of our Common Stock in the public market or the availability of shares for sale will have on the market price of our Common Stock. However, future sales of substantial amounts of our Common Stock in the public market, including shares issued upon exercise of outstanding options, warrants and convertible preferred shares, or the perception that such sales may occur, could adversely affect the market price of our Common Stock.

Management will have broad discretion as to the use of the proceeds from the offering, and uses may not improve our financial condition or market value.

Because we have not designated the amount of net proceeds from the offering to be used for any particular purpose, our management will have broad discretion as to the application of such net proceeds and could use them for purposes other than those contemplated hereby. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.

~~SELLING~~SPECIAL ~~SECURITY~~NOTE ~~HOLDERS~~REGARDING FORWARD-LOOKING STATEMENTS

~~The~~Some of the statements under the "Prospectus ~~shares~~Summary," ~~being~~"Risk ~~offered~~Factors," "Management Discussion and Analysis", "Business Description" and elsewhere in this prospectus constitute forward-looking statements. The "safe harbor" for ~~resale~~forward-looking bystatements ~~the~~does ~~selling~~not ~~stockholders~~apply ~~consist~~to this offering since it is an initial public offering of ~~the~~our 9securities. These statements involve known and unknown risks,~~940 ,000~~ uncertainties ~~shares~~and ofother ~~our~~factors ~~common~~that ~~stock~~may ~~held~~cause byour 38actual ~~shareholders~~results, levels of ~~our~~activity, ~~common~~performance, ~~stock~~or asachievements to be materially different from any future results, levels of ~~September~~activity, 30performance, ~~2023~~or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

~~The~~In ~~following~~some ~~table sets forth the name of the selling stockholders~~cases, ~~the~~you ~~number~~can ofidentify ~~shares~~forward-looking ~~of common stock beneficially owned~~ statements by ~~each~~terminology ofsuch ~~the selling stockholders~~ as of"may," ~~September~~"will," 30"should," ~~2023~~"could," ~~and the~~"intend," ~~number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to~~"expects," ~~permit~~"plan," ~~public~~"anticipates," ~~secondary~~"believes," ~~trading~~"estimates," ~~and~~"predicts," ~~the~~"potential," ~~selling stockholders may offer all~~ or ~~part of the shares for resale from time to time. However,~~ ~~the~~"continue" ~~selling stockholders are under no obligation to sell all~~ or ~~any~~the ~~portion~~negative of such ~~shares~~terms ~~nor~~or ~~are~~other ~~the~~comparable ~~selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus~~terminology. ~~All information with respect to share ownership has been furnished by the selling stockholders.~~

Name of Selling Stockholder	Shares of Common Stock Owned Prior to Offering		Shares of Common Stock to be Sold		Shares of Common Stock Owned After Offering
Wright Adaza		200,000		200,000		0
Darlene Horvath		100,000		100,000		0
Graham Monteath		240,000		240,000		0
Jason Read		100,000		100,000		0
Konstruct Inc*		300,000		300,000		0
Neil Splonskowski		250,000		250,000		0
Carol & Daniel Ryan		250,000		250,000		0
Sunrise Electrical Service***		100,000		100,000		0
Jan Rolston		200,000		200,000		0
Roy Wilson		750,000		750,000		0
Roy Wilson & Rosanne Wilson		750,000		750,000		0
Kenneth Creeses II		200,000		200,000		0
Gianromano Piconi		200,000		200,000		0
Laura Hastings		100,000		100,000		0
Hans Johns		100,000		100,000		0
A. Healey Mendicino		100,000		100,000		0
Chad Langner		100,000		100,000		0
Casey Johns		100,000		100,000		0
Janice Douglas		100,000		100,000		0
Peggy Bradley		100,000		100,000		0
Katherine Bleuer		100,000		100,000		0
John Brand		100,000		100,000		0
Stephen Deckard		100,000		100,000		0
Richard Hernandez		100,000		100,000		0
Scott Fountain		100,000		100,000		0
Drew Fountain		100,000		100,000		0
Fremont James Bellinger		100,000		100,000		0
Darlene Newell		100,000		100,000		0
Leland Hertel		100,000		100,000		0
Karen Nelson		100,000		100,000		0
Robyn Johns		100,000		100,000		0
Sandra Jolicoeur		100,000		100,000		0
Yvonne Boggs		100,000		100,000		0
LaVonne Johnson		100,000		100,000		0
BearCreek Resources Corp****		2,000,000		2,000,000		0
Charles Aton		200,000		200,000		0
Tala Media Corp*****		1,000,000		1,000,000		0
Green Brook, Inc.*****		1,000,000		1,000,000		0

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.

*KonstructCOMMITTED ~~Inc,~~EQUITY ~~Vlad Garber, President, (who has voting rights and dispositive power with regards to the shares held by Konstruct Inc)~~FINANCING

**Sunrise Electrical Service, Albert Sourorov, President, (who has voting rights and dispositive power with regards to the shares held by Sunrise Electrical Service)GENERAL

***BearCreekOn ~~Resources~~January ~~Corporation~~29, ~~Gabriel~~2026, ~~Grabowski~~we entered into the ELOC and the Registration Rights Agreement with RH2, ~~President~~LP. Pursuant to the ELOC, ~~(who~~we ~~has~~have the right to sell to the Selling Stockholder up to a ~~voting~~Total ~~rights~~Commitment of $10,000,000 in shares of our Common Stock, subject to certain limitations and ~~dispositive~~conditions ~~power~~set forth in the ELOC. In accordance with ~~regards~~our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the ~~shares~~Securities ~~held~~Act the resale by ~~BearCreek~~the ~~Resources~~Selling ~~Corporation)~~Stockholder of shares of Common Stock that we have issued and may issue to Selling Stockholder under the ELOC.

****TalaWe ~~Media~~do ~~Corporation,~~not ~~Jesse~~have ~~Acuna,~~further ~~President,~~right ~~(who~~to ~~has~~make ~~voting~~sales of ~~rights~~our Common Stock to the Selling Stockholder under the ELOC until the registration statement that includes this prospectus is declared effective by the SEC and ~~dispositive~~the ~~power~~final form of this prospectus is filed with ~~regards~~the SEC. From and after such time, we will control the timing and amount of any sales of our Common Stock to the Selling Stockholder. Actual sales of shares ~~held~~of our Common Stock to the Selling Stockholder under the ELOC will depend on a variety of factors to be determined by ~~Tala~~us ~~Media~~from ~~Corporation)~~time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding for our company and our operations.

*****GreenWith ~~Brook,~~certain ~~Inc.~~limited exceptions, ~~Anthony~~the ~~Wilson,~~purchase price ~~President,~~per ~~(who~~share ~~has~~of ~~voting~~the ~~rights and~~shares ~~dispositive~~of ~~power~~Common ~~with~~Stock ~~regards~~that we elect to sell to the ~~shares~~Selling ~~held~~Stockholder bypursuant ~~Green~~to ~~Brook,~~a ~~Inc~~Purchase under the ELOC will be equal to eighty percent (80.0%) of the lowest daily VWAP during the fifteen trading days prior to the date we deliver a notice to the Selling Stockholder. There is no upper limit on the price per share that the Selling Stockholder could be obligated to pay for the Common Stock under the ELOC.

The ELOC prohibits us from directing the Selling Stockholder to purchase any shares of our Common Stock if those shares, when aggregated with all other shares of our Common Stock then beneficially owned by the Selling Stockholder (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Selling Stockholder beneficially owning more than the Beneficial Ownership Cap of 4.99% of the outstanding Common Stock.

Because the purchase price per share to be paid by the Selling Stockholder for the shares of Common Stock that we may elect to sell to the Selling Stockholder under the ELOC, if any, will fluctuate based on the market prices of our Common Stock, as of the date of this prospectus it is not possible for us to predict the number of shares of Common Stock that we will sell to the Selling Stockholder under the ELOC, the actual purchase price per share to be paid by the Selling Stockholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. As of January 29, 2026, there were 43,690,580 shares of our Common Stock outstanding, of which 21,460,580 shares were held by non-affiliates, which excludes the 20,000,000 shares of Common Stock registered hereby and shares of Common Stock that we may, in our sole discretion, sell to the Selling Stockholder from time to time pursuant to the ELOC. If all of the shares offered for resale by the Selling Stockholder under this prospectus were issued and outstanding as of January 29 2026, we would have 63,690,580 shares outstanding and the shares offered hereby would represent such shares would represent approximately 46% of the total number of shares of our Common Stock outstanding and approximately 47% of the total number of outstanding shares held by non-affiliates, in each case as of January 29, 2026.

~~PLAN~~The OFnet ~~DISTRIBUTION~~proceeds from sales, if any, under the ELOC, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Stockholder. To the extent we sell shares under the ELOC, we currently plan to use any proceeds therefrom for costs of this transaction, for working capital, strategic and other general corporate purposes.

The ~~selling~~issuance ~~security holders may sell some or all~~ of ~~their shares at a fixed price of $.40 per share until~~ our ~~shares~~Common ~~are~~Stock ~~quoted~~to on the ~~OTCQB and thereafter at prevailing market prices~~Selling orStockholder ~~privately~~pursuant ~~negotiated prices. Prior~~ to ~~being quoted on~~ the ~~OTCQB,~~ELOC ~~shareholders~~will ~~may~~not ~~sell~~affect ~~their~~the ~~shares~~rights inor ~~private~~privileges ~~transactions~~of ~~to other individuals. Although~~ our ~~common~~existing ~~stock is not listed on a public exchange~~stockholders, weexcept ~~will~~that ~~be filing to obtain a listing on~~ the ~~OTCQB~~economic ~~when~~and ~~this~~voting ~~Registration~~interests ~~Statement~~of iseach ~~declared~~of ~~effective~~our byexisting ~~the~~stockholders ~~SEC.~~will ~~In order to~~ be ~~quoted~~diluted. onAlthough the ~~OTCQB,~~number aof ~~market~~shares ~~maker~~of ~~must file an application on~~ our ~~behalf~~Common inStock ~~order~~that ~~to make a market for~~ our ~~common~~existing ~~stock.~~stockholders own ~~There can be no assurance that a market maker~~ will ~~agree~~not todecrease, ~~file~~ the ~~necessary documents~~shares ~~with~~of ~~FINRA~~our ~~nor~~Common ~~can~~Stock ~~there~~owned beby ~~any~~our ~~assurance~~existing ~~that~~stockholders ~~such an application for quotation~~ will berepresent ~~approved.~~a ~~However,~~smaller ~~sales~~percentage byof aour ~~selling~~total ~~security~~outstanding ~~holder~~shares ~~must be made at the fixed price~~ of ~~$.40~~our ~~until~~Common aStock ~~market~~after ~~develops~~any ~~for~~such ~~the stock~~issuance.

The ~~Selling~~ELOC ~~Stockholder~~ and ~~intermediaries~~the ~~through whom~~Registration ~~such~~Rights ~~securities~~Agreement contain ~~are~~customary ~~sold~~representations, ~~may~~warranties, beconditions ~~deemed~~and ~~"underwriters"~~indemnification ~~within~~obligations ~~the meaning~~ of the ~~Securities~~parties. ~~Act of~~The ~~1933~~representations, warranties asand ~~amended~~covenants ~~(the~~contained ~~"Securities~~in ~~Act"),~~such inagreements ~~which~~were ~~event~~made ~~profits~~only for purposes of such agreements and as of specific dates, ~~discounts~~were orsolely ~~commissions~~for ~~received~~the benefit byof the parties to such ~~persons~~agreements and may be ~~deemed~~ subject to belimitations ~~underwriting~~agreed ~~commissions~~upon ~~under~~by the ~~Securities~~contracting ~~Act~~parties.

~~All~~Neither ~~expenses~~we ofnor the ~~registration~~Selling ofStockholder ~~securities covered~~may byassign ~~this~~or ~~Prospectus~~transfer ~~are~~its torights beand ~~borne~~obligations byunder the ~~Company~~ELOC, ~~except~~and ~~that~~no ~~the~~provision ~~Selling~~of ~~Stockholder~~the ~~will~~ELOC ~~pay any applicable underwriters' commissions, fees, discounts~~ or ~~concessions~~the orRegistration ~~any~~Rights ~~other~~Agreement ~~compensation~~may ~~due~~be modified ~~any underwriter, broker~~ or ~~dealer~~waived ~~and~~by ~~expenses~~the ~~or transfer taxes~~parties.

~~Once~~Purchase aof ~~market~~Shares ~~has been developed for our common stock, the shares may be sold or distributed from time to time~~ by ~~the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents~~RH2, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be affected in one or more of the following methods:LP

·Upon ~~ordinary~~the ~~brokers~~terms ~~transactions~~and subject to the conditions set forth in the ELOC, ~~which~~we ~~may~~will ~~include~~have ~~long~~the orright, ~~short~~but ~~sales~~not the obligation, from time to time at our sole discretion over the 24-month period from and after the Commencement Date, to direct the Selling Stockholder to purchase up to a maximum amount of shares of Common Stock based on a percentage of total volume on the purchase at the applicable purchase price per share to be calculated on the trading day the Selling Stockholder receives purchase notice from us (the “Purchase Date”) in accordance with the ELOC (each, a “Purchase).

·The ~~transactions~~Purchase ~~involving~~Price ~~cross~~to orbe ~~block~~paid ~~trades~~by onthe ~~any~~Selling Stockholder ~~securities~~in ora ~~market~~Purchase ~~where~~will ~~our~~be ~~common~~equitably ~~stock~~adjusted isas ~~trading~~set forth in the ELOC for any reorganization, ~~market~~recapitalization, ~~where~~non-cash ~~our~~dividend, stock ~~common~~split, reverse stock issplit ~~trading,~~or other similar transaction.

·The ~~through~~payment ~~direct~~for ~~sales~~shares toin ~~purchasers~~respect orof ~~sales~~each Purchase ~~effected~~under ~~through~~the ~~agents~~ELOC will be settled on the second (2nd) trading day immediately following the delivery of the shares to the Selling Stockholder, which shall occur on the trading day immediately following the applicable Purchase Date.

·Conditions ~~through~~Precedent ~~transactions~~to inCommencement ~~options,~~and For ~~swaps~~Delivery ~~or other derivatives (whether exchange listed~~ of ~~otherwise),~~Purchase ~~or exchange listed or otherwise), or~~Notices

·Our ~~any~~right ~~combination~~to deliver Purchase notices to the Selling Stockholder under the ELOC, and the Selling Stockholder’s obligation to Purchase notices delivered by us under the ELOC, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction of the ~~foregoing.~~conditions precedent thereto set forth in the ELOC, all of which are entirely outside of the Selling Stockholder’s control, which conditions including the following:

In• ~~addition,~~ the ~~selling~~accuracy ~~stockholders~~in ~~may~~all ~~enter~~material ~~into hedging~~respects ~~transactions~~of ~~with~~the ~~broker-dealers~~representations ~~who~~and ~~may~~warranties ~~engage~~of the company included in ~~short~~the ~~sales~~ELOC; • Our having performed, ifsatisfied ~~short~~and ~~sales~~complied ~~are~~in ~~permitted~~all material respects with all covenants, ofagreements ~~shares~~and inconditions required by the ~~course~~ELOC ofto ~~hedging~~ be performed, satisfied or complied with by us; • the ~~positions~~registration ~~they~~statement ~~assume~~that includes this prospectus (and any one or more additional registration statements filed with the ~~selling~~SEC ~~stockholders.~~that ~~The~~include ~~selling~~shares ~~stockholders~~of Common Stock that may ~~also~~be ~~enter~~issued ~~into~~and ~~option~~sold by us to the Selling Stockholder under the ELOC) having been declared effective under the Securities Act by the SEC, and the Selling Stockholder being able to utilize this prospectus (and the prospectus included in any one or ~~other~~more ~~transactions~~additional registration statements filed with ~~broker-dealers~~ ~~that~~the ~~require~~SEC under the ~~delivery~~Registration byRights ~~such~~Agreement,) ~~broker-dealers~~to resell all of the shares, ~~which~~of Common Stock included in this prospectus (and included in any such additional prospectuses); • the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be ~~resold~~issued ~~thereafter~~and ~~pursuant~~sold by us to the Selling Stockholder under the ELOC) or prohibiting or suspending the use of this prospectus. (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Common Stock for offering or sale in any jurisdiction;

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $25,000 .

~~DESCRIPTION~~• OFthere ~~SECURITIES~~shall TOnot BEhave ~~REGISTERED~~occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include shares of Common Stock that may be issued and sold by us to the Selling Stockholder under the ELOC) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in light of the circumstances under which they were made) not misleading; • this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall have been filed with the SEC; • trading in the Common Stock shall not have been suspended by the SEC, we shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the OTCMarkets shall be terminated on a date certain (unless, prior to such date, the Common Stock is listed or quoted on any other Eligible Market, as such term is defined in the ELOC), and there shall be no suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock; • we shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the ELOC and the Registration Rights Agreement; • the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the ELOC or the Registration Rights Agreement; • the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the ELOC or the Registration Rights Agreement, or seeking material damages in connection with such transactions; • all of the shares of Common Stock that may be issued pursuant to the ELOC shall have been approved for listing or quotation on OTCMarkets (or if the Common Stock is not then listed on OTCMarkets, on any Eligible Market), subject only to notice of issuance; and • no condition, occurrence, state of facts or event constituting a material adverse effect shall have occurred and be continuing.

~~General~~Termination of the ELOC

~~Our~~Unless ~~authorized~~earlier ~~capital~~terminated ~~stock~~as ~~consists~~provided ofin ~~75,000,000~~the ~~Shares of common stock~~ELOC, ~~$0.001~~the ~~par~~ELOC ~~value~~will ~~per~~terminate ~~Share.~~automatically ~~There~~on ~~are~~the noearliest ~~provisions~~to inoccur ~~our charter or by-laws that would delay, defer or prevent a change in our control.~~of:

• the first day of the month next following the 24-month anniversary of the Commencement Date; • the date on which the Selling Stockholder shall have purchased shares of Common Stock under the ELOC for an aggregate gross purchase price equal to its $10,000,000 Total Commitment under the ELOC; • the date on which the Common Stock shall have failed to be listed or quoted on The OTCMarkets or any other Eligible Market; and • the date on which we commence a voluntary bankruptcy case or any third party commences a bankruptcy proceeding against us, a custodian is appointed for us in a bankruptcy proceeding for all or substantially all of its property, or we make a general assignment for the benefit of its creditors.

We ~~are~~have ~~authorized~~the right to ~~issue~~terminate ~~75,000,000~~the ~~shares~~ELOC ofat ~~common~~any ~~stock,~~time ~~$0.001~~after ~~par~~the ~~value~~Commencement ~~per~~Date, ~~share.~~at Asno ofcost ~~September~~or 30penalty, ~~2023,~~upon weten ~~have~~ (10~~,170,000~~) days’ ~~common~~prior ~~shares~~written ~~issued~~notice ~~and~~to ~~outstanding~~the Selling Stockholder. We doand ~~not~~the ~~have~~Selling ~~any~~Stockholder ~~holding~~may ~~period~~also ~~requirements~~terminate ~~for~~the ~~our~~ELOC ~~common~~at ~~stock~~any time by mutual written consent.

The ~~holders~~Selling ofStockholder ~~our~~also ~~common~~has ~~stock~~the ~~have equal ratable~~right ~~rights~~ to ~~dividends~~terminate ~~from~~the ~~funds~~ELOC ~~legally~~upon ~~available~~ten if(10) days’ ~~and~~prior ~~when~~written ~~declared~~notice ~~by our board of directors and are entitled~~ to ~~share~~us, ~~ratably~~but inonly ~~all of our assets available for distribution to holders of common stock~~ upon ~~liquidation,~~the ~~dissolution~~occurrence ~~or winding up~~ of our ~~affairs.~~material ~~Our common~~breach ~~stock~~of ~~does not provide~~ the ~~right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights~~ELOC. ~~Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.~~

We refer you to our Articles of Incorporation and Bylaws for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding.

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for quotation of our common stock on the OTCQB upon the effectiveness of the registration statement of which this prospectus forms a part.

There are several requirements for listing our shares on the OTCQB, including:

· We must make filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934;

· We must remain current in our filings;

· We must find a member of FINRA to file a form 211 on our behalf. The information contained within form 211 includes comprehensive data about our company and our shares. Form 211 and our prospectus are filed with FINRA so that they can determine if there is sufficient publicly available information about us and whether our shares should be listed for trading.

· We can provide no assurance that our shares will be quoted on the OTCQB or, if traded, that a public market will materialize.

No ~~Broker~~termination Isof ~~Being~~the ~~Utilized~~ELOC Inwill ~~This~~affect ~~Offering~~the Registration Rights Agreement, which will survive any termination of the ELOC.

~~This~~No ~~offering~~Short-Selling ~~does not involve the participation of an underwriter~~ or ~~broker,~~Hedging ~~and~~by ~~as a result~~RH2, ~~no broker for the sale of our securities will be used.~~LP

NoThe ~~Escrow~~Selling Stockholder has agreed that neither it nor any of ~~Proceeds~~its affiliates shall engage in any direct or indirect short-selling or hedging of our Common Stock during any time prior to the termination of the ELOC.

~~There~~Prohibition ~~will~~on beVariable noRate escrow of any of the proceeds of this offering since the Company has already received all proceeds from its Private Placement. Accordingly, we already have use of all funds we have raised. These funds shall be non-refundable to subscribers except as may be required by applicable law.Transactions

~~Penny~~Subject to specified exceptions included in the ELOC, we are limited in our ability to enter into specified variable rate transactions during the term of the ELOC. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our Common Stock ~~Reform~~after ~~Act~~the date of ~~1990~~issuance.

~~The~~Effect ~~Securities Enforcement and Penny Stock Reform Act~~ of ~~1990~~Performance require additional disclosure for trades in any stock defined as a penny stock. The Securities and Exchange Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to exceptions. Under this rule, broker/dealers who recommend these securities to persons other than established customers and accredited investors must make a special written suitability determination for the ~~purchaser~~ELOC ~~and~~on ~~receive the purchaser's written agreement to a transaction before sale. Our shares will probably be subject to the Penny Stock Reform Act, thus potentially decreasing the ability to easily transfer~~ our ~~shares.~~ Stockholders

~~INTERESTS~~All OFshares ~~NAMED~~of ~~EXPERTS~~Common ~~AND~~Stock ~~COUNSEL~~that have been or may be issued or sold by us to the Selling Stockholder under the ELOC that are being registered under the Securities Act for resale by the Selling Stockholder in this offering are expected to be freely tradable. The shares of Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at our discretion over a period of up to 24 months commencing on the Commencement Date. The resale by the Selling Stockholder of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock, if any, by the Selling Stockholder under the ELOC will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our Common Stock that may be available for us to sell to the Selling Stockholder pursuant to the ELOC.

NoIf ~~expert~~and orwhen ~~counsel~~we ~~named~~do inelect ~~this~~to ~~prospectus~~sell asshares ~~having~~of ~~prepared~~our orCommon ~~certified~~Stock ~~any~~to ~~part~~the ofSelling ~~this~~Stockholder ~~prospectus~~pursuant orto ~~having~~the ~~given~~ELOC, anafter ~~opinion~~the ~~upon~~Selling Stockholder has acquired such shares, the ~~validity~~Selling Stockholder may resell all, some or none of ~~the~~such ~~securities~~shares ~~being~~at ~~registered~~any time or ~~upon other~~from ~~legal~~time ~~matters~~to time in ~~connection~~its ~~with~~discretion and at different prices. As a result, investors who purchase shares from the ~~registration~~Selling orStockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of ~~the~~dilution ~~common~~and ~~stock~~in ~~was~~some ~~employed~~cases onsubstantial dilution and different outcomes in their investment results. Investors may experience a ~~contingency~~decline ~~basis,~~in orthe ~~had,~~value orof the shares they purchase from the Selling Stockholder in isthis Offering as a result of future sales made by us to ~~receive,~~the inSelling ~~connection~~Stockholder ~~with~~at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial ~~interest,~~number ~~direct~~of orshares ~~indirect,~~to inthe Selling Stockholder under the ~~registrant~~ELOC, or ~~any~~if investors ofexpect ~~its~~that ~~parents~~we will do so, the actual sales of shares or ~~subsidiaries.~~ ~~Nor~~the ~~was~~mere ~~any~~existence ~~such~~of ~~person~~our ~~connected~~arrangement with the ~~registrant~~Selling orStockholder may ~~any~~make ofit ~~its~~more ~~parents~~difficult for us to sell equity or ~~subsidiaries~~equity-related assecurities in the future at a ~~promoter,~~time ~~managing~~and orat ~~principal underwriter,~~a ~~voting~~price ~~trustee,~~that ~~director,~~we ~~officer,~~might orotherwise wish ~~employee~~to effect such sales.

~~The~~Although ~~financial~~the ~~statements~~ELOC ~~included~~provides inthat ~~this~~we ~~prospectus~~may sell ~~and~~up to an aggregate of $10,000,000 of our Common Stock to the ~~registration~~Selling ~~statement~~Stockholder, ~~have~~we ~~been~~are ~~audited~~registering 20,000,000 shares of our Common Stock. If after the Commencement Date we elect to sell to the Selling Stockholder all of the 20,000,000 shares of Common Stock being registered for resale under this prospectus that are available for sale by ~~Accell~~us ~~Audit~~to &the ~~Compliance~~Selling Stockholder in Purchases under the ELOC, PAdepending on the market prices of our Common Stock, the actual gross proceeds from the sale of the shares may be substantially less than the $10,000,000 Total Commitment available to us under the ~~extent~~ELOC. ~~and~~If it becomes necessary for us to issue and sell to the ~~period~~Selling ~~set~~Stockholder ~~forth~~under the ELOC more shares than being registered for resale under this prospectus in ~~their~~order to receive aggregate gross proceeds equal to the Total ~~report~~Commitment ~~appearing~~of ~~elsewhere~~$10,000,000 ~~herein~~under ~~and~~the inELOC, we must first file with the SEC one or more additional registration ~~statement~~statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our Common Stock over the 20,000,000 shares registered in this Registration Statement that we wish to sell from time to time under the ELOC, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to the Selling Stockholder under the ELOC. Any issuance and ~~are~~sale ~~included~~by us under the ELOC of a substantial number of shares of Common Stock in ~~reliance~~addition ~~upon~~to ~~such~~the ~~report~~20,000,000 ~~given~~shares of our Common Stock being registered for resale by the Selling Stockholder under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for sale by the Selling Stockholder is dependent upon the ~~authority~~number of shares of ~~said~~Common ~~firm~~Stock, asif ~~experts~~any, inwe ~~auditing~~ultimately ~~and~~sell ~~accounting~~to the Selling Stockholder under the ELOC.

~~Mont E~~The ~~Tanner,~~following ~~Esq.,~~table ~~has~~sets ~~rendered~~forth anthe ~~opinion~~amount of asgross toproceeds we would receive from the ~~validity~~Selling Stockholder from our sale of shares ~~being registered~~of ~~and~~Common Stock to the ~~corporate~~Selling ~~documents~~Stockholder ofunder the ELOC at varying purchase prices: The examples in the ~~Company~~table are illustrative only and do not represent actual transactions.

~~DESCRIPTION OF BUSINESS~~12

OVERVIEW


Assumed Average Purchase Price Per Share		Number of Registered Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Stockholder(2)		Gross Proceeds from the Sale of Shares to the Selling Stockholder Under the ELOC
$	0.05		20,000,000		31%	$	1,000,000
$	0.08		20,000,000		31%	$	1,600,000
$	0.10		20,000,000		31%	$	2,000,000
$	0.15		20,000,000		31%	$	2,500,000
$	0.20		20,000,000		31%	$	4,000,000
$	0.30		20,000,000		31%	$	6,000,000

~~Corporate History~~_____________

~~The~~(1) ~~Company~~Although ~~was~~the ~~incorporated in~~ELOC ~~Wyoming~~provides onthat ~~December~~we ~~28,~~may ~~2021,~~sell ~~for~~up ~~the~~to ~~purpose~~$10,000,000 of ~~developing,~~our ~~manufacturing,~~Common ~~and~~Stock ~~distributing~~to ~~nutrient-based~~the ~~edible~~stockholder, ~~insect~~we ~~foods,~~are ~~including protein~~only ~~bars~~registering 20,000,000 ~~shakes~~shares under this prospectus, ~~and~~which ~~other~~may ~~nutrition~~or ~~foods/snacks~~may ~~and~~not ~~drinks~~cover ~~“Universal~~all ~~Protein~~of ~~(UP)”~~the ~~also~~shares ~~known~~we asultimately UPsell ~~Proteins~~to the stockholder under the ELOC. The ~~company~~ ~~has~~number ~~also~~of ~~acquired~~registered ashares ~~formula~~to ~~for~~be ~~developing,~~issued ~~manufacturing,~~as ~~and~~set ~~distributing~~forth ~~dog~~in ~~treats~~this column does not give effect to ~~alleviate~~the ~~pain~~(i) the Beneficial Ownership Cap, or (ii) the Total Commitment amount of $10,000,000.

(2)

The denominator is based on 43,690,580 shares outstanding as of January 29, 2026, adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to the Selling Stockholder in future sales, assuming the average purchase price in the first column for all shares issued. The numerator is based on the number of shares issuable pursuant to future sales under the ELOC (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.

(3)

The closing sale price of our Common Stock on January 29, 2026 was $0.10.

USE OF PROCEEDS

This prospectus relates to shares of Common Stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds from the resale of shares of Common Stock by the Selling Stockholder.

We may receive up to $10 million in gross proceeds pursuant to the Purchase Agreement. See “Plan of Distribution” elsewhere in this prospectus for more information.

We intend to use any proceeds from the Selling Stockholder that we receive under the Purchase Agreement for working capital, strategic and general corporate purposes. We cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of our shares pursuant to the Purchase Agreement. Therefore, our management will have broad discretion to determine the specific use for the net proceeds and we may use the proceeds for purposes that are not contemplated at the time of this offering.

We will incur all costs associated with this prospectus and the registration statement of which it is a part.

MARKET FOR COMMON STOCK AND DIVIDEND POLICY

Market Information and Number of Stockholders

Our Common Stock is listed on the OTCMarkets Capital Market under the symbol “TRWD.” The last reported closing price for our Common Stock on OTCMarkets on January 29, 2026 was $.10 per share.

Based upon information furnished by our transfer agent, as of January 29, 2026 there were approximately 45 holders of record of our Common Stock. A substantially greater number of holders of our Common Stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

Dividend Policy

We have never declared or paid any cash dividends on shares of our Common Stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

CAPITALIZATION

The following table sets forth our actual cash and cash equivalents and our capitalization as of September 30, 2025:

On an actual basis

On an as adjusted basis to give effect to the events above and the issuance and sale of 20,000,000 shares of our Common Stock at an assumed Purchase Price to Selling Stockholder of $.10 per share, the price of our Common Stock on January 29, 2026

You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes for the three and nine months ended September 30, 2025, and for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, all of which are incorporated by reference herein.


	As of September 30, 2025 (unaudited)
(in thousands)	Actual			As adjusted
Cash and Cash Equivalents:		7,161			2,716,100
Total Current Liabilities:		4,500			4,500
Stockholders’ Equity (Deficit):
Common Stock, par value $0.001 per share: 75,000,000 shares authorized and 36,610,580 shares outstanding, actual; shares authorized and 23,307,872 shares outstanding, as adjusted		36,611			56,611
Additional paid-in capital		700,089			700,089
Accumulated deficit		(424,644	)		(424,644	)
Total stockholders’ equity		312,056			332,056

The adjusted information discussed above is illustrative only.

The total number of shares of our Common Stock reflected in the discussion and table above is based on 36,610,580 shares outstanding as of September 30, 2025.

BUSINESS

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).

Edible insects may have superior health benefits due to their high levels of vitamin B₁₂, iron, zinc, fiber, essential amino acids, omega-3 and omega-6 fatty acids, and antioxidants. The addition of edible insects such as crickets to the human diet could offer a myriad of environmental and nutritional benefits, including an overall reduction in greenhouse gas emissions, decreased agricultural use of land and water, improved prevention and management of chronic diseases like autoimmunity, diabetes, cancer, and cardiovascular disease, and provide enhanced immune function.

Ultimately, insects have the potential to be used as meat substitutes or dietary supplements, resulting in human health and environmental benefits.

We intend to formulate, develop, manufacture, and distribute via wholesale and retail markets protein bars with the key protein ingredient base being insect protein.

The company has also acquired a formula for developing, manufacturing, and distributing dog treats to alleviate pain.

12In August 2025, we signed a Letter of Intent with Peppermint Hippo™ 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 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.

UP PROTEIN NUTRITION PRODUCTS

Product Description

Universal protein products are high Protein energy products that contain high-quality ingredients. All UP-Protein products will be non-GMO/Non-Dairy/Gluten Free/Low sugar with no refined sugar. With only natural sugars from dried fruits and berries and natural sugar substitutes.

UP Proteins Products are focused on health and taste. These two factors guide our ingredient selections. Up Proteins Products adhere to the basic principles of a balanced diet with the refinement of using an Orthoptera Protein blend ("Orthoptera" is a biological order that includes insects like grasshoppers and crickets) that provides for cricket powder and other plant-based protein products as its primary source of protein.

UP Proteins Products include ingredients we believe are desired by people who eat healthy, including vegetarians and environmentally conscious people.

A vegetarian diet doesn’t contain any animal or dairy products and relies solely on plant-based foods (and typically encourages a lot of legumes, pulses, and grains). On the other hand, a paleo diet contains meat, fish, and eggs, leaving out these grains and legumes.

Many vegetarians are looking for a good protein source that does not include animal protein. Enter insects (a protein that is not a farm animal and does not have many of the negative issues related to modern-day farming.)

According to a recent study from the University of Copenhagen, insects are an extremely sustainable source of protein, much more so than meat. According to the U.N., the worldwide livestock industry accounts for over 14.5% of global greenhouse gas emissions. By comparison, cricket production is 20 times more efficient as a protein source than cattle, and it produces 80 times less methane. Additionally, insects can thrive on organic waste, allowing farmers to cut back on growing the grain used in animal feed, which requires significant energy and water resources.

The rearing of insects requires dramatically less food than raising beef. For example, according to the FAO (The Food and Agriculture Organization), insects consume just 2 pounds of feed to produce 1 pound of meat, while cattle require 8 pounds of feed to generate 1 pound of beef. That’s why the U.N. called for swapping burgers for bugs.

Insect farming makes economic sense as well. As insects are cold-blooded, they require less energy to stay warm. This helps explain why they are more efficient at converting feed into protein. Consider that crickets need four times less feed than sheep, 12 times less than cattle, and half as much as broiler chickens and pigs to produce the same amount of protein.

The Up-Protein Bar will offer a blend of Vegan and Paleo, replacing animal products with insects.

UP Bars will offer only the highest quality nutrition bars and products, focusing on maximizing health benefits while ensuring taste/texture and appearance are of equal value. UP Bars provides a combination of Cricket powder and other related products delicately mixed to provide the perfect healthy treat.

Cricket and insect consumption in the U.S. seems out of the ordinary because of cultural bias. Americans weren’t raised eating insects, just like other parts of the world weren't brought up eating bacon, beef, or cheese. In other regions of the world, such as Africa, Asia, Latin America, and Australia, people have taken notice of insects as a food source.

But thanks to significant market leaders backing cricket protein companies such as Exo, this cultural bias may be shifting. Mark Cuban from Shark Tank invested when the first edible insect product company, Chapul, presented its business plan. Some of the larger companies involved in the insect-as-food business have already laid down the foundation for the industry.

Below are the eight leading brands of insect bars on the market today, along with some nutritional information:

Source: Greenbelly

Insect farming to scale is a new and upcoming market. Many of the aforementioned companies are building out large facilities with the goal of high-volume insect production. As a result, we anticipate lower costs in the near future.

Currently, there are five basic categories of insects that are currently considered as food.

· 1/ HEMIPTERA, including Cicadas and water bugs · 2/ ORTHOPTERA, including grasshoppers/ locusts and crickets · 3/ HYMENOPTERA, including ants, bees and wasps · 4/ LEPIDOPTERA, including butterflies and moths · 5/ COLEOPTERA, including beetles and weevils

· 2/ ORTHOPTERA, including grasshoppers/ locusts and crickets

· 3/ HYMENOPTERA, including ants, bees and wasps

· 4/ LEPIDOPTERA, including butterflies and moths

· 5/ COLEOPTERA, including beetles and weevils

Of these, ORTHOPTERA (Crickets) is the most abundant in the US.

Current Bar designs:

UP Protein Bars Current design:

o Approximately 1.8 oz (50g) bars, sold individually or in boxes of 12.

	o	Approximately 1.8 oz (50g) bars, sold individually or in boxes of 12.
	o	Three different nutrition bars focused on different market segments, with each bar describing nutritional values coupled with dietary description for suggested uses:

o Three different nutrition bars focused on different market segments, with each bar describing nutritional values coupled with dietary description for suggested uses:

1 bar for the sports market

1 bar for the health and wellness market

1 bar for the general marketplace

Current UP Protein Bar design showing box of 12 bars

~~Current~~ UP Protein Bar design

Marketing

With the U.S. edible insect industry already registering $20 million annually in sales, there seems to be an opportunity for growth. While not yet widely popular, many food makers are convincing Americans to eat bugs by educating them about the various health and environmental benefits associated with the practice. Silkworm soup and grasshopper tacos are available in some San Francisco, New York, and Washington, D.C. restaurants. Recently, Exo, a cricket protein bar, raised more than $4 million from big-name investors. The major insect-based food makers like Exo, Chirap, and Chapul all note on their packaging that their products are gluten-free. Exo and Chapul even specify that their products contain no dairy or soy. Some followers of the Paleo diet in America are already eating cricket powder protein bars. Protein is also a priority for CrossFit devotees and weightlifters; companies like Exo are finding support from such people.

Our initial focus is to penetrate the health-conscious segment with an eye on high-energy sports and active lifestyle markets. The (18-45) age bracket is more environmentally aware and willing to take a chance on something new.

UP Bar intends to play a role in becoming a voice and ardent supporter of earth-friendly companies. From inception, UP will strive to be a carbon-neutral company.

When compared to other more traditional forms of protein (such as the farming of cows/ chickens, etc.), cricket farming dramatically reduces the impact on water/land and food. Crickets need little water to grow. A thousand crickets can fit in a space no larger than a small refrigerator.

To grow 1lb. of beef requires nearly 10 lbs. of feed and over 2000 gallons of water.

Growing 1lb. of insects requires less than 2 lbs. of feed and less than 12 gallons of water.

Insects are cheap, nutritious, and—according to some supporters—delicious. There are over 2,100 edible insect species, which offers a vast array of options for food dishes. FAO states that edible insects contain high-quality protein, amino acids, vitamins, calcium, zinc, and iron for humans.

When you have a healthy source of protein, minerals, and other essential nutrients, a Michelin restaurant taste experience might arguably be a secondary priority. Consider that 100 grams of beef contain 29 grams of protein but also 21 grams of fat. On the other hand, 100 grams of grasshopper contain 20 grams of protein and only 6 grams of fat.

In addition to nutritional value, commercial insect production has a much smaller negative impact on the environment than traditional sources of protein. Rearing conventional livestock, for example, accounts for a staggering 18% of total greenhouse gas emissions. But insect breeding releases much less greenhouse gas, methane, and ammonia than raising cattle and pigs and requires less water.

UP Bar will come in completely biodegradable packaging and sourced from top branded companies that adhere to earth-friendly practices.

The company intends to initially market its Up Bars via online sales through its website:

Upproteins.com

The Company’s corporate website is:

TradewindsUniversal.com

The Company has acquired the following domains which it plans to use to also market its products in the future.

OrthopteraProtein.com

(site oriented toward the education and benefits of eating crickets. Also a store to buy products.)

Edibleinsects.shop

Humangradeinsectprotein.com

Tryinsects.com

The company plans on driving sales through numerous social media platforms such as:

Instagram
Facebook\Meta
Twitter\X
YouTube
Vimeo
Vero
TikTok

Sales

The company is presently generating revenue by selling its Up Protein product and Distribution Rights for specific territories. These rights are being purchased in advance of product completion in order to secure the acquired territory.

Industry

The Global Edible Insects Market size was estimated at $972.33 Million in 2022 and is expected to reach $1.5 Billion in 2023. In terms of value, the edible insect market is expected to grow at a CAGR (compound annual growth rate) of 26.5% from 2020 to 2027 to reach $4.63 billion by 2027. Moreover, in terms of volume, the edible insect market is expected to grow at a CAGR of 28.5% from 2020 to 2027 to reach 13,988,626 tons by 2027.

Aspire Food Group once sold insect snacks online; the company now focuses on cricket protein powder and is reportedly the largest supplier in the ingredients space. Aspire said that about 80% of the company’s inventory of cricket protein goes toward pet food, but it is designed to be edible for humans as well, and sees a growing interest in using it as a food ingredient. In October, Aspire which already has a pilot facility in Austin, Texas, in Ontario, Canada. The plant will have the capacity to produce 20,000 metric tons of food-grade cricket protein and frass – cricket waste used for fertilizer – per year.

There is a healthy amount of capital flowing in the insect space. Aspire has raised $21.6 million in funding to date, according to Crunchbase data. And insects have grabbed consumers’ attention, too. “Consumers are already receptive and interested in alternative protein sources beyond traditional beef, pork, and chicken. Some analysts say bugs could soon follow suit and become the next big protein of the future.”

According to Barclays, a new report by the investment bank cites the expanding market around the alternative protein source and predicts the edible bug industry could be worth $8 billion by 2030, up from a little under $1 billion just last year.

The product is already found in experimental cuisines and boasts an eco-friendly reputation. But it has yet to go mainstream despite the proven market for meat alternatives.

The plant-based meat market generated revenue of $4.2 billion globally in 2018, mainly driven by companies such as Impossible Foods and Beyond Meat.** Source CNBC

According to Grand View Research, the global insect protein market was worth $250 million in 2020 and is expected to increase by a compound annual growth rate of 27.4% from 2021 to 2028. Because there is heightened demand from serious consumers looking for new proteins to try, companies that sell insect products no longer advertise it as a freakish novelty item, Ashour said.

Competition

Some of the competitive companies in the edible insects market:

Protifarm Holding NV,

EntomoFarms,

Haocheng Mealworms Inc.,

Agriprotein (Insect Technology Group Holdings U.K. Ltd.),

Ynsect SAS, Deli Bugs Ltd.,

Hargol FoodTech,

Aspire Food Group,

All Things Bugs, LLC,

Tiny Farms, Global Bugs Asia Co., Ltd.,

Beta Hatch Inc.,

EntoCube Ltd.,

Rocky Mountain Micro Ranch,

Armstrong Cricket Farm Georgia,

EnviroFlight Corporation,

SFly Comgraf SAS, Hexafly,

F4F SpA,

Protix B.V.,

InnovaFeed,

Nutrition Technologies Group,

Protenga Pte Ltd., and

nextProtein S.A.S.,

Protix Ynsect Innovafeed, among many other local and regional players.

Some of the companies mentioned above will be our suppliers. With a readily available crop of a variety of insects, UP will be able to negotiate an ample supply and follow the cost cycle down as production facilities ramp up.

FORMULA FOR DOGS

The Company acquired a formula for natural pain relief for animals from BearCreek Resources, Corp. on December 7, 2022 for $30,000. The acquisition gave the Company all rights surrounding the formula with no additional royalties, or any other payment due. Due to the high cost of initial manufacturing the Company elected to license the rights to the formula.

Sales and Marketing

Currently our revenues have come from the sale of the non -exclusive rights to the pain relief formula

On December 7, 2022 we entered into an exclusive licensing rights contract with BearCreek Resources, Corp. for the rights to its pain relief formula for dogs.

The company's ~~current~~has ~~intention~~licensed ~~is to license~~ the product for pain relief in dogs, and plans to continue doing so until it generates ~~substantial~~sufficient revenue to ~~employ~~manufacture ~~the formula for manufacturing~~ and ~~marketing~~market the product itself using the formula.

Regulation

Our business is subject to regulation by federal and state laws in the United States and the laws of other jurisdictions in which we do business. Advertising and promotional information presented on our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulations regulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, user privacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulations are discussed below.

~~Advertising~~Communications Decency Act. The ~~and~~CDA ~~promotional~~regulates ~~information~~content ~~presented~~of material on ~~our~~the ~~websites~~Internet and inprovides ~~our~~immunity ~~products,~~to ~~and~~Internet ~~our~~service ~~other~~providers ~~marketing~~ and ~~promotional~~providers ~~activities,~~of ~~are~~interactive ~~subject~~computer toservices ~~federal~~for ~~and~~certain ~~state~~claims ~~consumer~~based ~~protection~~on ~~laws~~content ~~that~~posted ~~regulate~~by ~~unfair~~third ~~and deceptive practices~~parties. ~~U.S.~~The ~~federal,~~CDA ~~state,~~ and ~~foreign~~the ~~legislatures have~~case ~~also~~law ~~adopted~~interpreting ~~laws~~it ~~and~~generally ~~regulations~~provide ~~regulating~~that domain ~~numerous~~name ~~other~~registrars ~~aspects~~and ofwebsite ~~our~~hosting ~~business.~~providers ~~Regulations~~cannot ~~relating~~be toliable ~~the~~for ~~Internet,~~defamatory ~~including laws~~or ~~governing~~obscene ~~online~~ content, ~~user~~posted ~~privacy,~~by ~~taxation,~~customers ~~liability~~on ~~for~~their ~~third-party activities and jurisdiction, are particularly relevant~~servers tounless ~~our~~they ~~business.~~participate ~~Such~~in ~~laws~~creating ~~and~~or ~~regulations~~developing ~~are~~the ~~discussed below~~content.

Communications Decency Act. The CDA regulates content of material on the Internet, and provides immunity to Internet service providers and providers of interactive computer services for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their servers unless they participate in creating or developing the content.19

Digital Millennium Copyright Act. The DMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrars and website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found liable for copyright infringement.

Lanham Act. The Lanham Act governs trademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such as search engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to the provisions of the DMCA and we may be subject to a variety of trademark claims in the future.

Privacy and Data Protection. In the areas of personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitations on, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.

Intellectual Property & Proprietary Rights

We regard substantial elements of our businesses and website as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for.

Employees

We are a new, developing company and currently have only one part-time employee, Andrew Read our CEO and Secretary Treasurer. At this time there is no arrangement to pay a salary until such time that the Company begins generating revenue from the sale of its products. We may engage independent contractors in the future.

Reports

As an issuer whose securities will be registered under section 12(g) of the Exchange Act, we will be required to file periodic reports with the SEC. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or 1- 202-942-8090. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Bankruptcy or Receivership or Similar Proceedings

None

Legal Proceedings

Neither the Company nor any of its officers, directors or beneficial shareholders (greater than 10%) are involved in any litigation or legal proceedings involving the business of the Company.

~~SPECIAL~~MANAGEMENT'S ~~NOTE~~DISCUSSION ~~REGARDING~~AND ~~FORWARD-LOOKING~~ANALYSIS ~~STATEMENTS~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Some~~The offollowing ~~the~~discussion ~~statements~~and ~~under~~analysis ~~the "Prospectus~~of ~~Summary,"~~our ~~"Risk~~financial ~~Factors,"~~condition ~~"Management~~and ~~Discussion~~results ~~and~~of ~~Analysis",~~operations ~~"Business~~should ~~Description"~~be ~~and~~read ~~elsewhere~~ in ~~this~~conjunction ~~prospectus~~with ~~constitute~~our ~~forward-looking~~financial statements. ~~The~~and ~~"safe~~the ~~harbor"~~related ~~for~~notes ~~forward-looking~~to those statements ~~does~~included ~~not~~elsewhere ~~apply~~in to this ~~offering~~prospectus. ~~since~~In itaddition isto anhistorical ~~initial~~financial ~~public~~information, ~~offering~~the offollowing ~~our~~discussion ~~securities.~~and analysis ~~These~~contains forward-looking statements that involve ~~known~~risks, uncertainties, and ~~unknown~~assumptions. ~~risks,~~Our ~~uncertainties~~ actual results and ~~other~~timing ~~factors~~of ~~that~~selected events may ~~cause~~differ ~~our~~materially ~~actual~~from ~~results,~~those ~~levels~~anticipated ofin ~~activity,~~these ~~performance,~~forward-looking orstatements ~~achievements~~as toa beresult ~~materially~~of ~~different~~many ~~from any~~factors, ~~future results~~including, ~~levels~~but ofnot limited ~~activity~~to, ~~performance,~~those ordiscussed ~~achievement~~under ~~expressed~~the orsection ~~implied~~titled by“Risk ~~such~~Factors” ~~forward-looking~~and ~~statements.~~elsewhere ~~Such~~in ~~factors include,~~this ~~among~~prospectus. ~~other~~See ~~things,~~the ~~those~~section ~~listed~~titled “Special ~~under~~Note ~~"Risk~~Regarding ~~Factors"~~Forward-Looking ~~and~~Statements” elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intend," "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology.Overview

~~Although~~Tradewinds weUniversal ~~believe~~(“Tradewinds” or ~~that~~ the ~~expectations~~“Company”) ~~reflected in~~is ~~the~~a ~~forward-looking~~holding ~~statements~~company ~~are~~focused ~~reasonable,~~on weacquiring ~~cannot~~and ~~guarantee~~developing ~~future~~businesses ~~results,~~with ~~levels~~long-term ~~of activity~~value, ~~performance~~resilience, orand growth ~~achievements~~potential. We ~~are~~Our ~~under~~initial nooperations ~~duty~~focused toon ~~update~~the ~~any~~development and distribution of ~~the~~high-nutrition ~~forward~~foods and beverages, including edible insect protein-~~looking~~based ~~statements~~bars ~~after~~marketed under the ~~date~~Universal ofProteins ~~this~~(UP) ~~prospectus~~brand. In 2022, we also acquired a canine pain relief formula for development into pet treats.

19In August 2025, we signed a Letter of Intent with Peppermint Hippo™ 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.

We successfully completed the development, manufacturing, and initial distribution of two protein bar SKUs (Chocolate Almond and Peanut Butter Fruit) in 2023 through our partnership with YouBar, Inc. In 2024, we entered into a purchase agreement with a distributor for 1,040 cases of UP bars, all of which were sold by September 30, 2024. We continue to market our bars online and to retail outlets, but larger-scale distribution agreements remain uncertain. Development of additional SKUs is ongoing.

Looking ahead, we intend to keep expanding our UP product line, move forward with commercializing our canine pain relief formula, and explore licensing and distribution opportunities. We expect operating expenses to rise as we develop new product lines, enter nightlife and hospitality markets, and continue as a public company. Net losses are likely to vary depending on the timing of marketing efforts, R&D activities, and potential acquisitions. Currently, we are working on securing funding through additional equity or debt financing to support our growth plans.

Results of Operations

Comparison of years ended December 31, 2024, and 2023

Revenue

Comparison of years ended December 31, 2024, and 2023

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