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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July
17, 2024 (July 12, 2024)
TRADEWINDS UNIVERSAL
(Exact Name of Registrant as Specified in Charter)
| Wyoming |
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333-276233 |
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87-4254479 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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501
Mercury Lane, Brea,
CA 92821 |
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(Address
of Principal Executive Offices, and Zip Code)
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(855)
434-44887 |
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Registrant’s
Telephone Number, Including Area Code
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(Former Name or
Former Address, if Changed Since Last Report) |
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Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01. Changes in Registrant’s Certifying Accountant.
On July 12, 2024 (the “Resignation Date”)
Accell Audit & Compliance, P.A.(“AAC”) resigned as the independent registered public accounting firm for Tradewinds Universal
(the “Company”). On July 12, 2024, the Company engaged Astra Audit & Advisory LLC, Tampa, Florida, as its new independent
registered public accounting firm. The change of the Company’s independent registered public accounting firm from AAC to Astra Audit
& Advisory LLC was approved unanimously by our board of directors.
The reports of AAC on the Company’s financial
statements for the two most recent fiscal years did not contain an adverse or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and through
the Resignation Date, there were (i) no disagreements between the Company and AAC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of AAC, would
have caused AAC to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable
events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided AAC with a copy of this Form
8-K and requested that AAC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not AAC agrees
with the above statements. A copy of such letter, dated July 17, 2024, is attached as Exhibit 16.1.
During the Company’s two most recent fiscal
years and in the subsequent interim period through the Resignation Date, the Company has not consulted with Astra Audit & Advisory
LLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral
advice was provided to the Company that Astra Audit & Advisory LLC concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: July 17, 2024 |
Tradewinds Universal |
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By: |
/s/ Andrew
Read |
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Name: |
Andrew Read |
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Title: |
Chief Executive Officer |
