UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-56151

ONE WORLD PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada

61-1744826

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149		89149
6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada		89149
(Address of principal executive offices)		(zip code)

(800) 605-3210

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

The number of shares of registrant’s common stock outstanding as of ~~September~~January 182, ~~2025~~2026, was ~~110~~120,108,774.

TABLE OF CONTENTS

		Page	~~Page~~
PART I - FINANCIAL INFORMATION		1	1
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1	1
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024		1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)		2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025, and 2024 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)		3
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025, and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025, and 2024 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23	17
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28	20
ITEM 4.	CONTROLS AND PROCEDURES	28	20
PART II - OTHER INFORMATION		29	21
ITEM 1.	~~LEGAL~~Legal ~~PROCEEDINGS~~Proceedings	29	21
ITEM 1A.	RISK FACTORS	29	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	29	21
ITEM 4.	MINE SAFETY DISCLOSURES	29	21
ITEM 5.	OTHER INFORMATION	29	21
ITEM 6.	EXHIBITS	30	22
	SIGNATURES	31	23

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ONE WORLD PRODUCTS, INC.

CONDENSED ~~CONSOLIDATED~~COMBINED BALANCE SHEETS

UNAUDITED

	September 30,			December 31,
	2025			2024
		(Unaudited)			(Audited)
Assets

Current assets:
Cash	$	168,620		$	42,456
Accounts receivable		46,323		$	114
Inventory		66,864		$	16,226
Prepaid expenses		22,747		$	9,504
Total current assets		304,554			68,300
Other Assets:

Fixed assets:
Furniture, fixtures and equipment		324,810			-
Manufacturing machinery		3,330,050			-
Building, land and improvements		2,810,000			-
Less: Accumulated Depreciation		(148,001	)		-
Net Fixed Assets		6,316,859			-

Total Assets	$	6,621,413		$	68,300

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable	$	707,250		$	594,059
Accrued expenses		873,454		$	460,840
Dividends payable		301,003		$	256,732
Accrued Interest		253,977		$	190,410
Notes payable, related parties, current maturities		487,272		$	72,195
Notes payable, net of $0 and $40,647 of debt discounts at September 30, 2025 and December 31, 2024, respectively		1,635,000		$	1,594,353
Notes payable		1,635,000			1,594,353
Total current liabilities		4,257,956			3,168,589

Notes payable, related parties, long-term portion, net of $4,922 and $5,726 of debt discounts at September 30, 2025 and December 31, 2024, respectively		2,808,981			2,086,592

Total Liabilities		7,066,937			5,255,181

Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 114,733 shares issued and outstanding at September 30, 2025 and December 31, 2024		1,147,330			1,147,330
Series B convertible preferred stock, $0.001 par value, 600,000 shares authorized; 238,501 shares issued and outstanding at September 30, 2025 and December 31, 2024		3,577,515			3,577,515
Convertible preferred stock value		3,577,515			3,577,515

Stockholders’ Equity (Deficit):
Series C Preferred stock, $0.001 par value, 8,899,900 shares authorized; 100 shares preferred stock issued and outstanding at September 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 110,108,774 and 108,531,976 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		110,108			108,532
Additional paid-in capital		20,840,061			20,844,440

Accumulated (deficit)-End of Period		(26,120,538	)		(30,864,698	)

Total Stockholders’ Equity (Deficit)		(5,170,369	)		(9,911,726	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	6,621,413		$	68,300

	June 30,			December 31,
	2025			2024
	(Unaudited)
Assets
Current assets:
Cash	$	13,615		$	42,456
Accounts receivable		-			114
Inventory		12,434			16,226
Prepaid expenses		200,171			9,504
Total current assets		226,220			68,300
Total Assets	$	226,220		$	68,300
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	622,770		$	594,059
Accrued expenses		798,263			651,250
Dividends payable		286,246			256,732
Notes payable, related parties, current maturities		82,195			72,195
Notes payable, net of $0 and $40,647 of debt discounts at June 30, 2025 and December 31, 2024, respectively		1,635,000			1,594,353
Notes payable, net		1,635,000			1,594,353
Total current liabilities		3,424,474			3,168,589
Notes payable, related parties, long-term portion, net of $5,726 and $7,389 of debt discounts at June 30, 2025 and December 31, 2024, respectively		2,498,255			2,086,592
Total Liabilities		5,922,729			5,255,181
Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 114,733 shares issued and outstanding at June 30, 2025 and December 31, 2024		1,147,330			1,147,330
Series B convertible preferred stock, $0.001 par value, 600,000 shares authorized; 238,501 shares issued and outstanding at June 30, 2025 and December 31, 2024		3,577,515			3,577,515
Convertible preferred stock value		3,577,515			3,577,515
Stockholders’ Equity (Deficit):
Series C Preferred stock, $0.001 par value, 8,899,900 shares authorized; 100 shares preferred stock issued and outstanding at June 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 110,108,774 and 108,531,976 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		110,108			108,532
Additional paid-in capital		20,854,818			20,844,440
Accumulated (deficit)		(31,386,280	)		(30,864,698	)
Total Stockholders’ Equity (Deficit)		(10,421,354	)		(9,911,726	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	226,220		$	68,300

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 and 2024~~(Unaudited)

(UNAUDITED)

	2025			2024			2025			2024
	For the Three Months Ended						For the Nine Months Ended
	September 30th						September 30th
	2025			2024			2025			2024

Revenues	$	49,966		$	1,517		$	51,619		$	3,053
Cost of goods sold		1,375			310			1,703			588
Gross revenue (loss)		48,591			1,207			49,916			2,465

Operating expenses:
Salaries, wages, taxes & benefits		250,800			-			250,800			-
General and administrative		17,150			203,242			202,503			552,874
Professional fees		157,781			169,596			278,383			971,934
Total operating expenses		425,731			372,838			731,686			1,524,808

Operating loss		(377,140	)		(371,631	)		(681,770	)		(1,522,343	)

Other income (expense):
Gain on acquisition of business		6,049,860			-			6,049,860			-
Loss on early extinguishment of debt		-			-			-			(724,086	)
Loss on deconsolidation of foreign subsidiaries		-			(22,359	)		-			(242,631	)
Loss on sale of fixed assets		(841	)		-			(841	)		-
Interest expense		(258,135	)		(340,609	)		(475,088	)		(811,620	)
Depreciation expense		(148,001	)					(148,001	)
Total other income (expense)		5,642,883			(362,968	)		5,425,930			(1,778,337	)

Net income (loss) before other comprehensive income (loss)		5,265,743			(734,599	)		4,744,160			(3,300,680	)

Other comprehensive income (loss):
Loss on foreign currency translation		-			-			-			(42,328	)

Net income (loss)		5,265,743			(734,599	)		4,744,160			(3,343,008	)
Series A convertible preferred stock dividend ($0.60 per share)		(14,756	)		(15,083	)		(44,270	)		(44,915	)
Net income (loss) attributable to common shareholders	$	5,250,987		$	(749,682	)	$	4,699,890		$	(3,387,923	)

Weighted average number of common shares outstanding - basic and diluted		118,775,441			113,618,305			117,707,050			104,404,946

Net income (loss) per share - basic and diluted	$	0.044		$	(0.010	)	$	0.040		$	(0.030	)

	2025			2024			2025			2024
	For the Three Months Ended						For the Six Months Ended
	June 30th						June 30th
	2025			2024			2025			2024
Revenues	$	282		$	1,254		$	1,653		$	1,536
Cost of goods sold		33			229			328			278
Gross profit		249			1,025			1,325			1,258
Operating expenses:
General and administrative		86,685			150,785			185,353			349,632
Professional fees		84,633			223,667			120,601			802,338
Total operating expenses		171,318			374,452			305,954			1,151,970
Operating loss		(171,069	)		(373,427	)		(304,629	)		(1,150,712	)
Other income (expense):
Loss on early extinguishment of debt		-			-			-			(724,086	)
Loss on deconsolidation of foreign subsidiaries		-			(122,600	)		-			(220,272	)
Interest expense		(94,847	)		(369,032	)		(216,953	)		(471,011	)
Total other expense		(94,847	)		(491,632	)		(216,953	)		(1,415,369	)
Net loss	$	(265,916	)	$	(865,059	)	$	(521,582	)	$	(2,566,081	)
Other comprehensive loss:
Loss on foreign currency translation	$	-		$	-		$	-		$	(42,328	)
Net other comprehensive loss	$	(265,916	)	$	(865,059	)	$	(521,582	)	$	(2,608,409	)
Series A convertible preferred stock declared ($0.60 per share)		(14,757	)		(14,916	)		(29,514	)		(29,832	)
Net loss attributable to common shareholders	$	(280,673	)	$	(879,975	)	$	(551,096	)	$	(2,638,241	)
Weighted average number of common shares outstanding - basic and diluted		117,939,044			112,565,240			117,464,527			99,747,644
Net loss per share - basic and diluted	$	(0.002	)	$	(0.008	)	$	(0.005	)	$	(0.026	)

See accompanying notes to condensed consolidated financial statements

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		-	Income (Loss)		Deficit			(Deficit)
																			Accumulated					Total
For the Three Months Ended September 30, 2025									For the Three Months Ended September 30, 2025
	Series A Convertible				Series B Convertible								Additional						~~Other~~Unamortized					Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions			~~Comprehensive~~Stock-based		Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable			~~Loss~~Compensation		Deficit			(Deficit)
Balance, March 31, 2025		114,733	$	1,147,330		238,501	$	3,577,515		109,226,421	$	109,226	$	20,847,797		$	-		$	-	$	(31,120,364	)	$	(10,163,341	)
Balance, June 30, 2025		114,733	$	1,147,330		238,501	$	3,577,515		110,108,774	$	110,108	$	20,854,818		$	-	-		-	$	(31,386,280	)	$	(10,421,354	)
Common Stock issued for services		-		-		-		-		~~882,353~~-		~~882~~		~~14,118~~			-	-		-		-			~~15,000~~-
Amortization of common stock options issued for services		-		-		-		-		-		-		~~7,660~~			-			-		-			~~7,660~~-
Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		(14,757	)		-			-		-			(14,757	)
Net loss		-		-		-		-		-		-		-			-			-		(265,916	)		(265,916	)
Net income		-		-		-		-		-		-		-			-	-		-		5,265,743			5,265,743
Balance, June 30, 2025		114,733	$	1,147,330		238,501	$	3,577,515		110,108,774	$	110,108	$	20,854,818		$	-		$	-	$	(31,386,280	)	$	(10,421,354	)
Balance, September 30, 2025		114,733	$	1,147,330		238,501	$	3,577,515		110,108,774	$	110,108	$	20,840,061		$	-	-	$	-	$	(26,120,538	)	$	(5,170,369	)

																					Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Loss		Deficit			Deficit
	Series A Convertible				Series B Convertible										Additional						Other					Total
For the Three Months Ended September 30, 2024									For the Three Months Ended September 30, 2024
	Series A Convertible				Series B Convertible										Additional						Accumulated Other					Total
	Preferred Stock				Preferred Stock				Common Stock						Paid-In			Subscriptions			Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable			Loss		Deficit			Deficit
Balance, March 31, 2024		99,733	$	997,330		238,501	$	3,577,515		111,092,849		$	111,093		$	19,646,892		$	69,695		$	-	$	(28,630,708	)	$	(8,803,028	)
Balance June 30, 2024		99,733	$	997,330		238,501	$	3,577,515		104,329,919		$	104,330		$	20,175,359		$	57,473		$	-	$	(29,495,767	)	$	(9,158,605	)
Common Stock issued for services		-		-		-		-		1,~~631~~560,~~680~~651			1,~~632~~561			9954,~~313~~833			(12,~~222~~473	)		-		-			8843,~~723~~921
Common Stock issued for debt commitment fees		-		-		-		-		2,000,000			2,000			78,185			-			-		-			80,185
Preferred Stock Series A sold		15,000		150,000		-		-											-			-		-			-
Relative Fair Value for Warrants issued for Loan Commitment		-		-		-		-								351,638			-			-		-			351,638
Cancellation of subscriptions payable															$	45,000		$	(45,000	)
Cancellation of Common Stock held by debt holder in Escrow		-		-		-		-		(10,394,610	)		(10,395	)		10,395			-			-		-			-
Relative Fair Value for Warrants amended		-		-		-		-								51,008			-			-		-			51,008
Amortization of common stock options issued for services		-		-		-		-		-			-			3,~~852~~893			-			-		-			3,~~852~~893
Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-			-			(1415,~~916~~083	)		-			-		-			(1415,~~916~~083	)
Net loss		-		-		-		-		-			-			-			-			-		(~~865~~734,~~059~~599	)		(~~865~~734,~~059~~599	)
Balance, June 30, 2024		99,733	$	997,330		238,501	$	3,577,515		104,329,919		$	104,330		$	20,175,359		$	57,473		$	-	$	(29,495,767	)	$	(9,158,605	)
Balance, September 30, 2024		114,733	$	1,147,330		238,501	$	3,577,515		105,890,570		$	105,891		$	20,315,010		$	--		$	-	$	(30,230,366	)	$	(9,809,465	)

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Series A Convertible				Series B Convertible								Additional					Accumulated Other					Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive		Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Loss		Deficit			(Deficit)
Balance, December 31, 2024		114,733	$	1,147,330		238,501	$	3,577,515		108,531,976	$	108,532	$	20,844,440		$	-	$	-	$	(30,864,698	)	$	(9,911,726	)
Common Stock issued for services		-		-		-		-		1,576,798		1,576		28,424			-		-		-			30,000
Amortization of common stock options issued for services		-		-		-		-		-		-		11,468			-		-		-			11,468
Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		(29,514	)		-		-		-			(29,514	)
Net loss		-		-		-		-		-		-		-			-		-		(521,582	)		(521,582	)
Balance, June 30, 2025		114,733	$	1,147,330		238,501	$	3,577,515		110,108,774	$	110,108	$	20,854,818		$	-	$	-	$	(31,386,280	)	$	(10,421,354	)

	Series A Convertible				Series B Convertible								Additional					Accumulated Other						Total
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Loss			Deficit			Deficit
Balance, December 31, 2023		99,733	$	997,330		238,501	$	3,577,515		79,827,618	$	79,828	$	18,414,456		$	45,000	$	42,328		$	(26,929,686	)	$	(8,348,074	)
Balance		99,733	$	997,330		238,501	$	3,577,515		79,827,618	$	79,828	$	18,414,456		$	45,000	$	42,328		$	(26,929,686	)	$	(8,348,074	)
Common Stock issued for services		-		-		-		-		8,781,301		8,781		559,550			12,473		-			-			580,804
Common Stock issued for debt commitment fees		-		-		-		-		4,750,000		4,750		158,728			-		-			-			163,478
Relative Fair Value for Warrants issued for Loan Commitment		-		-		-		-						351,638			-		-			-			351,638
Common stock issued pursuant to debt modifications		-		-		-		-		10,971,000		10,971		713,115			-		-			-			724,086
Amortization of common stock options issued for services		-		-		-		-		-		-		7,704			-		-			-			7,704
Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		(29,832	)		-		-			-			(29,832	)
Series A convertible preferred stock dividend declared		-		-		-		-		-		-		(29,832	)		-		-			-			(29,832	)
Loss on foreign currency translation		-		-		-		-		-		-		-			-		(42,328	)		-			(42,328	)
Net loss		-		-		-		-		-		-		-			-		-			(2,566,081	)		(2,566,081	)
Balance, June 30, 2024		99,733	$	997,330		238,501	$	3,577,515		104,329,919	$	104,330	$	20,175,359		$	57,473	$	-		$	(29,495,767	)	$	(9,158,605	)
Balance		99,733	$	997,330		238,501	$	3,577,515		104,329,919		104,330	$	20,175,359		$	57,473	$	-		$	(29,495,767	)	$	(9,158,605	)

See accompanying notes to condensed consolidated financial statements.

	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Loss		Deficit			(Deficit)
For the Nine Months Ended September 30, 2025									For the Nine Months Ended September 30, 2025
	Series A Convertible				Series B Convertible								Additional					Accumulated Other					Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive		Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Loss		Deficit			(Deficit)

Balance, December 31, 2024		114,733	$	1,147,330		238,501	$	3,577,515		108,531,976	$	108,532	$	20,844,440			-		-	$	(30,864,698	)	$	(9,911,726	)

Common Stock issued for services		-		-		-		-		1,576,798		1,576		28,424			-		-		-			30,000

Amortization of common stock options issued for services		-		-		-		-		-		-		11,468			-		-		-			11,468

Reverse common stock Subscription																			-					-
Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		(44,271	)		-		-		-			(44,271	)
																								-
Net income		-		-		-		-		-		-		-			-		-		4,744,160			4,744,160

Balance, September 30, 2025		114,733	$	1,147,330		238,501	$	3,577,515		110,108,774	$	110,108	$	20,840,061		$	-	$	-	$	(26,120,538	)	$	(5,170,369	)

For the Nine Months Ended September 30, 2024									For the Nine Months Ended September 30, 2024
																			Accumulated
	Series A Convertible				Series B Convertible								Additional						Other						Total
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions			Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable			Loss			Deficit			Deficit

Balance, December 31, 2023		99,733	$	997,330		238,501	$	3,577,515		79,827,618	$	79,828	$	18,414,456		$	45,000		$	42,328		$	(26,929,686	)	$	(8,348,074	)
Balance		99,733	$	997,330		238,501	$	3,577,515		79,827,618	$	79,828	$	18,414,456		$	45,000		$	42,328		$	(26,929,686	)	$	(8,348,074	)

Series A Convertible Preferred Stock sold for cash		15,000	$	150,000													-

Common Stock issued for services		-		-		-		-		10,341,952		10,342		614,383			-			-			-			624,725

Common Stock issued pursuant to debt modification										10,971,000		10,971		713,115			-			-						724,086

Common Stock issued for debt commitment fees		-		-		-		-		4,750,000		4,750		158,728			-			-			-			163,478

Cancellation of Subscription														45,000			(45,000	)		-						-

Amended Warrants														51,008			-			-						51,008

Relative Fair Value for Warrants issued for Loan Commitment		-		-		-		-						351,638			-			-			-			351,638

Common stock issued pursuant to debt modifications		-		-		-		-									-			-			-			-

Amortization of common stock options issued for services		-		-		-		-		-		-		11,597			-			-			-			11,597

Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		(44,915	)		-			-			-			(44,915	)

Preferred Stock Series A sold

Loss on foreign currency translation		-		-		-		-		-		-		-			-			(42,328	)		-			(42,328	)

Net loss		-		-		-		-		-		-		-			-			-			(3,300,680	)		(3,300,680	)
Net income (loss)		-		-		-		-		-		-		-			-			-			(3,300,680	)		(3,300,680	)

Balance, September 30, 2024		114,733	$	1,147,330		238,501	$	3,577,515		105,890,570	$	105,891	$	20,315,010		$	-		$	-		$	(30,230,366	)	$	(9,809,465	)
Balance		114,733	$	1,147,330		238,501	$	3,577,515		105,890,570	$	105,891	$	20,315,010		$	-		$	-		$	(30,230,366	)	$	(9,809,465	)

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30th
	2025			2024
Cash flows from operating activities
Net loss	$	(521,582	)	$	(2,566,081	)
Net Gain (loss)	$	4,744,160		$	(3,300,680	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bargain Purchase Gain		(6,049,860	)		-
Depreciation expense		148,001			-
Loss on early extinguishment of debt		-			724,086
Amortization of debt discounts		4243,~~310~~111			~~329~~529,~~310~~423
Common stock issued for services		30,000			~~580~~624,~~804~~725
Stock options issued for services		11,~~468~~469			711,~~704~~597
Stock amortization-warrants		-
Amended stock warrants		-			51,008
Decrease (increase) in assets:
Accounts receivable		~~114~~(46,209	)		(~~18,153~~179	)
Inventory		3(50,~~792~~638	)		(2416,~~888~~633	)
Other current assets		(~~190~~13,~~667~~243	)		-(3,585	)
Increase (decrease) in liabilities:
Accounts payable		28113,~~711~~191			746,~~693~~322
Accrued expenses		~~147~~476,~~013~~181			~~229~~323,~~818~~648
Net cash used in operating activities		(~~448~~593,~~841~~837	)		(~~729~~1,~~707~~010,268	)
Cash flows from Investment activities
Petulo Pharmaceutical SAS		-			(75,000	)
Net Cash provided by Investment activities		-			(75,000	)
Investment in Eco Bio - Purchase Price		(415,000	)
Net Cash used in Investment activities		(415,000	)		(75,000	)
Cash flows from financing activities
Repayment from Notes Payable, Related Parties		-			(207,000	)
Repayment from notes payable, related parties		-			347,000
Proceeds from notes payable, related parties		~~420~~1,135,000			~~347~~(357,000	)
Proceeds from notes payable		-			1,728,500
Repayments of notes payable		-			(660,000	)
Net cash provided by financing activities		420,000			1,208,500
Proceeds from sale of stock		-			150,000
Net cash provided by financing activities		1,135,000			1,208,500
Effect of exchange rate changes on cash		-			(42,328	)
Net increase (decrease) in cash		~~(28~~126,~~841~~164	)		~~361~~80,~~465~~904
Cash - beginning		42,456			726
Cash - ending	$	13168,~~615~~620		$	~~362~~81,~~191~~630
Supplemental disclosures:
Interest paid	$	96135,000		$	99147,996
Income taxes paid	$	-		$	-
Non-cash investing and financing transactions:
Dividends payable	$	2944,~~514~~271		$	2944,~~832~~915
Value of debt discounts attributable to commitment shares to related parties	$	-3,893		$	9,839
Value of debt discounts attributable to commitment shares		-		$	153,639
Value of debt discounts attributable to Warrants		-		$	351,638

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

One World Products, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, the Company entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., a wholly owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc., and on November 23, 2021, the Company changed its name to One World Products, Inc. through the merger of One World Products, Inc., a recently formed Nevada corporation wholly owned by the Company, with and into the Company (the “Name Change Merger”) pursuant to the applicable provisions of the Nevada Revised Statutes (“NRS”). As permitted by the NRS, the articles of merger filed with the Secretary of State of the state of Nevada to affect the Name Change Merger amended Article I of the Company’s Articles of Incorporation to change the Company’s name to “One World Products, Inc.” The Name Change Merger was affected solely to effect the change of the Company’s name, and had no effect on the Company’s officers, directors, operations, assets or liabilities. In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved a change in the Company’s corporate name to “Isiah Enterprises, Inc.” This change in corporate name will not become effective in the trading markets until such time as FINRA has approved such change.

In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved a change in the Company’s corporate name to “Isiah Enterprises, Inc.” This change in corporate name will not become effective in the trading markets until such time as FINRA has approved such change.

On July 14, 2025, the Company, completed the acquisition of the assets of Eco Bio Plastics Midland, Inc. (“Eco Bio Plastics”). With global demand surging for sustainable materials, and new regulatory incentives aligning with our strengths, Eco Bio Plastics is positioned to become one of the fastest-growing players in American green manufacturing. Eco Bio Plastics advanced micronizeation and pelletization process enables the production of ultra-small, application-ready biofibers derived from organic matter including agricultural byproducts, natural fibers, and plant-based residues - offering automotive, food, and industrial clients a cost-effective, ESG-compliant alternative to traditional materials. In-house micronizeation allows Eco Bio to produce fine powder compounds ideal for coatings, polymer blends, and talc-free formulations - meeting growing demand for recyclable, lightweight, and high-performance solutions across multiple sectors. Its patent-pending process produces the only pelletized bast fiber on the market, opening the door for additional sustainable fiber plastic compounds.

In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved an increase in the number of authorized number of shares of common stock from 250,000,000 shares to 1,000,000,000 shares. The Company expects that such increase will occur on or before November 1, 2025.

Basis of Presentation

The accompanying consolidated financial statements, except for the unaudited pro forma financial information presented for illustrative purposes, have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated.

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

The unaudited proforma condensed statement of operations gives effect to the acquisition of Eco Bio Plastics as if the transaction had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have occurred had the acquisition been completed on that date, nor is it necessarily indicative of future operating results.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at ~~June~~September 30, 2025:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
One World Products, Inc.(1)	Nevada	Parent
OWP Ventures, Inc.(2)	Delaware	Subsidiary
Eco Bio Plastics Michigan (3)	Michigan	Subsidiary

(1)	Holding company in the form of a corporation.

(2) Holding company in the form of a corporation and wholly owned subsidiary of One World Products, Inc. and former owner of the discontinued business units in Columbia.

(3)	Wholly owned subsidiary of One World Products, Inc., is a registered trade name for EBPIE, LLC a Michigan limited liability company formed to acquire the assets and business of Eco Bio Plastics Midland, Inc. and operate a manufacturing plant in Midland, Michigan.

The consolidated financial statements herein contain the operations of the wholly owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

Comprehensive Income

The Company has adopted the Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

5Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as two segments and will evaluate additional segment disclosure requirements as it expands its operations.

Our segment revenue, costs and net income are as follows:

Schedule of Segment Reporting

	OWP Ventures			Eco Bio
Revenues	$	1,653		$	49,966
Costs		939,117			(5,631,659	)
Net income (loss)	$	(937,464	)	$	5,681,625
Total assets	$	66,651		$	6,554,762

Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company did not have any cash ~~more~~in ~~than~~excess of FDIC insured limits at ~~June~~September 30, 2025, and has not experienced any losses in such accounts.

Revenue Recognition

Currently the Company manufactures products and provides research and development production studies under custom work orders. Net revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services and is recognized when performance obligations are satisfied under the terms of contracts with customers.

A performance obligation is deemed to be satisfied by the Company when control of the product or service is transferred to the customer. The transaction price of a contract, or the amount the Company expects to receive upon satisfaction of the performance obligation, is determined by reference to the contract’s terms and includes adjustments. If an estimate is required, these allowances are determined using the expected value method, which is typically based upon historical rates. The timing of revenue recognition for product is at a point in time.

Inventory

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024. See Note 20 “Segment Reporting” in the accompanying Notes to the Consolidated Financial Statements for additional information.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted ASU No. 2020-06 during the year ended December 31, 2024.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

Note 2 –Going Concern

As shown in the accompanying condensed consolidated financial statements as of ~~June~~September 30, 2025, our balance of cash on hand was $13168,~~615~~620, and we had negative working capital of $3,~~198~~953,~~254~~ 402 and an accumulated deficit of $3126,~~386~~120,~~280~~538. We are too early in our development stage to project future revenue levels and may not be able to generate sufficient funds to sustain our operations for the next twelve months. Accordingly, we may need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In the event sales do not materialize at the expected rates, management will seek additional financing and would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands is largely dependent on our success in raising additional capital.

7Note 3 – Acquisition

~~Note~~Acquisition 3of –Eco ~~Related~~Bio ~~Party~~Plastics ~~Transactions~~Midland, Inc.

Asset Purchase Agreement. On June 4, 2025, the Company entered into a Letter of Intent (the “Eco Bio LOI”) with Eco Bio Plastics Midland, Inc. (“Eco Bio”).

Further to the Eco Bio LOI, on July 11, 2025, the Company, EBPIE, LLC, a Michigan limited liability company wholly owned by the Company (“EBPIE”), and Eco Bio signed and closed an Asset Purchase Agreement (the “Eco Bio Asset Agreement”), pursuant to which EBPIE acquired substantially all of the assets of Eco Bio (the “Plant”) for a total of $415,000 in cash being paid at the closing. The deposit of $100,000 having been paid on the execution of the Eco Bio LOI was expensed as a commitment fee to ensure an exclusive period to negotiate the transaction terms.

Employment Agreement. On July 11, 2024, EBPIE entered into an Executive Employment Agreement (the “Saotome Agreement”) with Fukuji Saotome, pursuant to which Mr. Saotome will serve as EBPIE’s Chief Operating Officer. The initial term of the Saotome Agreement ends December 31, 2030, and renews automatically for successive 12-month terms, unless cancelled by either EBPIE or Mr. Saotome upon not less than 90-days’ written notice prior to the end of the then-current term. Under the Saotome Agreement, Mr. Saotome is to be compensated, as follows:

	(1)	an annual salary of $250,000 (the “Base Salary”); and

	(2)	in addition to his Base Salary, Mr. Saotome shall be eligible for an annual bonus based on a Budgetary NOI Goal established on or before each January 10th during the Term of the Saotome Agreement is achieved. The Budgetary NOI Goal shall be reduced to a writing signed by EBPIE and Mr. Saotome.

Stock Option Grant Notice. On July 11, 2024, the Company entered into an Stock Option Grant Notice (the “Saotome Option Grant”) with Fukuji Saotome, pursuant to which the Company, pursuant to its 2019 Stock Incentive Plan, granted Mr. Saotome an option to purchase up to 5,000,000 shares (the “Saotome Option”) of the Company’s common stock at a per share exercise price of $0.13, with an expiration date of December 31, 2030. The Saotome Option vests on the following schedule: 20% on July 11, 2025; 20% on December 31, 2027; 20% on December 31, 2028; 20% on December 31, 2029; and 20% on December 31, 2030. The fair market value of the option was $95,850 on the date of grant.

We have accounted for the acquisition of Eco Bio as a business combination with a bargain purchase price.

Purchase Price Allocation

The fair market value of the Plant was $6,464,860 on the date of acquisition, resulting in a bargain purchase gain. A bargain purchase gain arises if the fair value of the purchase consideration is less than the net fair value of the assets acquired and liabilities assumed. We recorded a bargain purchase gain of $6,049,860 related to our acquisition of Eco Bio. We believe that we were able to negotiate a bargain purchase price because of our rapid access to the liquidity necessary to complete the transaction and Eco Bio’s recurring losses and dissolution in bankruptcy of its parent company.

Preliminary Purchase Price Allocation of the Total Assets in the Acquisition and relevant comments follow:


Total cash consideration	$	415,000

Preliminary purchase price allocation:
Furniture, fixtures and equipment	$	324,810
Manufacturing machinery		3,330,050
Building, land and improvements		2,810,000
Net assets acquired	$	6,464,860

Bargain purchase gain, net of deferred taxes $0	$	6,049,860

The bargain purchase gain is classified separately in our condensed consolidated statements of operations. Deferred taxes are not included as the Company believes they would be offset by existing tax loss carryforwards. Acquisition-related transaction costs of $35,400 were accounted for as expenses in the periods in which the costs were incurred and are included in our professional, general and administrative expenses.

Pro Forma Financial Information

The accompanying unaudited pro forma financial information is presented for illustrative purposes. The unaudited proforma condensed statement of operations gives effect to the acquisition of the Plant as if the transaction had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have occurred had the acquisition been completed on that date, nor is it necessarily indicative of future operating results.

The pro forma adjustments include the recognition of a bargain purchase gain of $6,049,860, recorded in accordance with ASC 805, representing the excess of the fair value of net assets acquired over the consideration transferred. No adjustments have been made for potential operating synergies, the new direction in sales, cost savings or integration activities. Recognition was given to interest expense on borrowed funds for the purchase price shown as $41,500 interest payment under the current loan agreement.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

(Pro Forma for Acquisition of Eco Bio Plastics Midland, Inc.)

Nine Months Ended September 30th, 2025

	One World			Eco Bio			Pro Forma			Pro Forma
	(Historical)			(Historical)			Adjustments			Combined

Revenue	$	1,653		$	78,966					$	80,619
Cost of revenue		442			22,614					$	23,056
Gross Profit		1,211			56,352			-			57,563

Operating expenses		509,431			747,627			-			1,257,057

Operating loss		(508,220	)		(691,275	)		-			(1,199,495	)

Interest expense		(428,404	)		-			(41,500	)		(469,904	)

Gain on acquisition of business					-			6,049,860			6,049,860
								-
Income (loss) before Income Taxes		(936,623	)		(691,275	)		6,008,360			4,380,461

Income Tax Expense		-			-			-			-

Net Gain (loss)	$	(936,623	)	$	(691,275	)	$	6,008,360		$	4,380,461

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

(Pro Forma for Acquisition of Eco Bio Plastics Midland, Inc.)

Nine Months Ended September 30th, 2024

	One World			Eco Bio			Pro Forma			Pro Forma
	(Historical)			(Historical)			Adjustments			Combined
Revenue	$	3,053		$	18,952					$	22,005
Cost of revenue		588			97,489			-		$	98,077
Gross Profit		2,465			(78,537	)		-			(76,072	)
Operating expenses		1,524,808			-			-			1,524,808
Operating loss		(1,522,343	)		(78,537	)		-			(1,600,880	)

Interest expense		(811,620	)					(41,500	)		(853,120	)
Interest expense forgiven					(401,876	)		401,876			-
Other Expense		(966,717	)		(424,756	)					(1,391,473	)
Gain on acquisition of business					-			6,049,860			6,049,860
Income (loss) before Income Taxes		(3,300,680	)		(905,169	)		6,410,236			2,204,387
Income Tax Expense		-			-			-			-
Net Gain (loss)	$	(3,300,680	)	$	(905,169	)	$	6,410,236		$	2,204,387

The pro forma adjustments include the recognition of a bargain purchase gain of $6,049,860, recorded in accordance with ASC 805, representing the excess of the fair value of net assets acquired over the consideration transferred. No adjustments have been made for potential operating synergies, the new direction in sales, cost savings or integration activities. Recognition was given to interest expense of $41,500 on borrowed funds for the purchase price.

Note 4 – Related Party Transactions

Debt Financing

During September 2025, the Company received proceeds totaling $150,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note, bearing interest at 10% per annum, due on the 541^st day after issuance.

During August 2025, the Company received proceeds totaling $150,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note, bearing interest at 10% per annum, due on the 541^st day after issuance.

During July 2025, the Company received proceeds totaling $415,000 from Isiah Lord Thomas II, a significant shareholder officer and Chairman of the Board, in exchange for a promissory note, secured by a deed of trust on property acquired with the proceeds, bearing interest at 10% per annum, due on 541^st day after issuance.

During April 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received proceeds totaling $400,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note, bearing interest at 10% per annum, due on demand.

During April and March 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $20,000 from Isiah L. Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate.

Common Stock Issued for Services,

On June 25, 2025, the Company issued 882,353 shares of common stock to the Company’s Chief Financial Officer. The fair value of the shares was $15,000, based on the closing price of the Company’s common stock on the date of grant.

On March 25, 2025, the Company issued 694,445 shares of common stock to the Company’s Chief Financial Officer. The fair value of the shares was $15,000, based on the closing price of the Company’s common stock on the date of grant.

Accounts Payable, Related Parties

The total amount due to one of the Company’s directors was $27,977 at ~~June~~September 30, 2025, and $0 at December 31, 2024.

~~Note 4 – Fair Value of Financial Instruments~~13

Note 5 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of ~~June~~September 30, 2025, and December 31, 2024, respectively:

	Level 1		Level 2			Level 3
	Fair Value Measurements at June 30, 2025
	Fair Value Measurements at September 30, 2025
	Level 1		Level 2			Level 3
Assets
Cash	$	13168,~~615~~620	$	-		$	-
Total assets		13168,~~615~~620		-			-
Liabilities
Notes payable, related parties, net of $5,726 of debt discounts		-		2,580,450			-
Convertible notes payable, related party		-		-			-
Notes payable, related parties, short term, net of $4,923 of debt discounts		-		487,272			-
Notes payable, related parties, long term		-		2,808,981			-
Notes payable		-		1,635,000			-
Total liabilities		-		(4,~~215~~931,~~450~~253	)		-
Fair Value, Net Asset (Liability)	$	13168,~~615~~620	$	(4,~~215~~931,~~450~~253	)	$	-

814

	Level 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	42,456	$	-		$	-
Total assets		42,456		-			-
Liabilities
Notes payable, related parties, net of $7,389 of debt discounts		-		2,158,787			-
Notes payable, related parties, short-term		-		72,195			-
Notes payable, net of $40,647 of debt discounts		-		1,594,353			-
Notes payable, related parties, long-term, net of $40,647 of debt discounts		-		2,086,592			-
Notes payable		-		1,594,353			-
Total liabilities		-		(3,753,140	)		-
Fair Value, Net Asset (Liability)	$	42,456	$	(3,753,140	)	$	-

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ~~ending~~ended September ~~June~~ 30, 2025.

Note 56 – Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. ~~Our~~OWP Ventures CBD products consist entirely of finished goods. ~~Inventory~~with ~~was~~an Inventory $12,~~434~~319 ~~and~~on September 30, 2025 and $16,226 at ~~June~~December 31, 2024. Eco Bio Plastics Michigan held inventory of materials and compounds for use in its Compounding work of $54,545 on September 30, 2025 and $0 on December 31, 2024~~, respectively~~.

Note 67 –- ~~Prepaid~~Fixed ~~Expenses~~Assets

~~Prepaid~~Fixed ~~expenses~~assets atconsist ~~June~~of ~~30,~~the ~~2025~~following ~~and~~at ~~December~~September 3130, ~~2024 , consisted of the following~~2025:

Schedule of Fixed Assets

	September 30,			December 31,
	2025			2024
		(Unaudited)			Audited
Assets

Fixed assets:
Furniture, fixtures and equipment		324,810			-
Manufacturing machinery		3,330,050			-
Building, land and improvements		2,810,000			-
Gross Fixed Assets		2,810,000			-
Less: Accumulated Depreciation		(148,001	)		-
Net Fixed Assets		6,316,859			-

The cost of Property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term base. Accumulated depreciation and Depreciation expense was $148,001 at September 30, 2025 and $ 0 in 2024. The useful lives for the Plant were provided by the fair value appraiser.

The anticipated useful lives for depreciation are in the table below shown by classification of use:

Process Manufacturing Equipment	10 years
Laboratory Equipment	5 years
Other Machinery	3 years
Shop Equipment	5 years
Buildings	15 years
Office equipment	5 years
Furniture and fixtures	7 years
Equipment and machinery	7 years
Leasehold improvements	Term of lease

Note 8 – Common Stock Issued for Services

Note 9 – Prepaid Expenses

Prepaid expenses at September 30, 2025, and December 31, 2024, consisted of the following:

Schedule of Prepaid Expenses

	June 30,		December 31
	September 30,		December 31
	2025		2024
Prepaid virtual office rent	$	-171	$	95
Prepaid license fees		~~171~~-		2,813
Prepaid OTC markets listing fees		-		5,600
Prepaid professional fees		-		996
Security Deposit on Eco Bio Plastics Michigan Purchase LOI		100,000		-
Insurance deposit		22,576		-
Prepaid Acquisition Cost deposit account		100,000		-
Total Period Expenses		22,747		9,504
Total Period Expenses		200,171		9,504

Note 710 – Accrued Expenses

Accrued expenses consisted of the following onat ~~June~~September 30, 2025, and December 31, 2024, respectively:

Schedule of Accrued Expenses

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Accrued compensation	$	~~517~~873,~~017~~454	$	451,018
Accrued Other Expenses		-		9,822
Accrued other		-		9,822
Accrued Interest		281,246		190,410
Accrued expenses	$	873,454	$	460,840
Accrued expenses	$	798,263	$	651,250

9Note 11 – Convertible Note Payable, Related Party

~~Note~~Convertible 8note –payable, ~~Notes~~related ~~Payable,~~party ~~Related~~was ~~Parties~~matured and was repaid on September 16, 2024.

~~Notes~~The ~~payable~~Company recorded interest expense pursuant to the stated interest rates on the convertible note, related ~~parties,~~party ~~consists~~in the amount of $15,124 for the ~~following~~nine atmonths ~~June~~ended September 30, ~~2025~~2024 and ~~December~~none ~~31,~~in ~~2024, respectively:~~2025.

Note 12 – Notes Payable, Related Parties

Notes payable, related parties, consists of the following at September 30, 2025, and December 31, 2024, respectively:

Schedule of Notes Payable Related Party

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
On March 24, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $10,000 to Isiah L. Thomas, III, our Chairman of the Board and CEO, due on demand, that carries a 10% interest rate.	$	10,000		$	-
On December 26, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $30,000 to Dr. John McCabe, an affiliate investor, due on demand, that carries a 10% interest rate.		30,000			30,000
On December 16, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $8,000 to Isiah L. Thomas, III, our Chairman of the Board and CEO, due on demand, that carries a 10% interest rate.		8,000			8,000
On December 16, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $10,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate.		10,000			10,000
On November 29, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $24,195 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate.		24,195			24,195
On March 19, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $50,000 from Joerg Sommer, our then President, pursuant to an unsecured promissory note, maturing on March 1, 2027, that carries a 10% interest rate.		50,000			50,000
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $26,116 to Joerg Sommer, our then President, maturing on March 1, 2027, that carries a 10% interest rate. The note was issued in exchange for the cancellation of another promissory note, consisting of $25,000 of principal and $1,116 of accrued interest.		26,116			26,116
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $1,803,398 to Dr. John McCabe, an affiliate investor, maturing on March 1, 2027, that carries a 7% interest rate. The note was issued in exchange for the cancellation of a $840,740 convertible note, consisting of $750,000 of principal and $90,740 of accrued interest., and other promissory notes in the aggregate amount of $962,658, consisting of a total of $850,000 of principal and $112,658 of accrued interest.		1,803,398			1,803,398
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $1,803,397 to Dr. John McCabe, an affiliate investor, maturing on March 1, 2027, that carries a 7% interest rate. The note was issued in exchange for the cancellation of a $840,740 convertible note, consisting of $750,000 of principal and $90,740 of accrued interest., and other promissory notes in the aggregate amount of $962,658, consisting of a total of $850,000 of principal and $112,658 of accrued interest.		1,803,397			1,803,398
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $337,000 to Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board, maturing on March 1, 2027, that carries a 10% interest rate. The note was issued in exchange for the cancellation of promissory notes in the aggregate amount of $337,000, consisting entirely of principal . On July 26, 2024, the Company repaid $150,000 for the principal.		187,000			187,000
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $337,000 to Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board, maturing on March 1, 2027, that carries a 10% interest rate. The note was issued in exchange for the cancellation of promissory notes in the aggregate amount of $337,000, consisting entirely of principal. On July 26, 2024, the Company repaid $150,000 for the principal.		187,000			187,000
On March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $27,467 to Isiah L. Thomas, III, our Chairman of the Board and CEO, maturing on March 1, 2027, that carries a 10% interest rate. The note was issued in exchange for the cancellation of another promissory note, consisting of $24,500 of principal and $2,967 of accrued interest.		27,467			27,467
On April 2, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $10,000 to Isiah L. Thomas, III, our Chairman of the Board and CEO, maturing on Demand, that carries a 10% interest rate.		10,000			-
On March 24, 2025, the Company issued an unsecured promissory note in the amount of $10,000 to Isiah L. Thomas, III, our Chairman of the Board and CEO, maturing on the 541st day following its issuance, that carries a 10% interest rate.		10,000			-
On April 7, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $50,000 to John McCabe, a shareholder, maturing on Demand, that carries a 10% interest rate.		50,000			-
On April 2, 2025, the Company issued an unsecured promissory note in the amount of $10,000 to Isiah L. Thomas, III, our Chairman of the Board and CEO, maturing on the 541st day following its issuance, that carries a 10% interest rate.		10,000			-
On April 21, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $250,000 to John McCabe, a shareholder, maturing on Demand, that carries a 10% interest rate.		250,000			-
On April 7, 2025, the Company issued an unsecured promissory note in the amount of $50,000 to John McCabe, a shareholder, maturing on the 541st day following its issuance, that carries a 10% interest rate.		50,000			-
On June 30, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the amount of $100,000 to John McCabe, a shareholder, maturing on Demand, that carries a 10% interest rate.		100,000			-
On April 21, 2025, the Company issued an unsecured promissory note in the amount of $250,000 to John McCabe, a shareholder, maturing on the 541st day following its issuance, that carries a 10% interest rate.		250,000			-
Total notes payable, related parties		2,586,176			2,166,176
On June 30, 2025, the Company issued an unsecured promissory note in the amount of $100,000 to John McCabe, a shareholder, maturing on the 541st day following its issuance, that carries a 10% interest rate.		100,000			-
Less: unamortized debt discounts		(5,726	)		(7,389	)
On August 4, 2025, the Company received an advance of $60,000 from Dr. John McCabe, an affiliate investor, pursuant to an unsecured promissory note, maturing on the 541st day following its issuance, that carries a 10% interest rate.		60,000			-
Notes payable, related parties, net of discounts		2,580,450			2,158,787
On August 18, 2025, the Company issued an unsecured promissory note in the amount of $90,000 to Dr. John McCabe, an affiliate investor, maturing on the 541st day following its issuance, that carries a 10% interest rate.		90,000			-
Less: current maturities		(82,195	)		(72,195	)
On September 12, 2025, the Company issued an unsecured promissory note in the amount of $150,000 to Dr. John McCabe, an affiliate investor, maturing on the 541st day following issuance, that carries a 10% interest rate.		150,000			-
Notes payable, related parties, long-term portion	$	2,498,255		$	2,086,592
On July 15, 2025, the Company issued a secured promissory note and deed of trust, secured by the real and personal property acquired with these funds, in the amount of $415,000 to Isiah Lord Thomas III, an officer of OWP and affiliate investor, maturing on demand, that carries a 10% interest rate.		415,000			-
Total notes payable, related parties		3,301,175			2,166,176
Less: unamortized debt discounts		4,922			7,389
Notes payable, related parties, net of discounts		3,296,253			2,158,787
Less: current maturities		487,272			72,195
Notes payable, related parties, long-term portion	$	2,808,981		$	2,086,592

1017

The Company recorded interest expense pursuant to the stated interest rates on the notes payable, related parties, in the amount of $92181,~~151~~032 and $88118,~~104~~ 599 for the ~~six~~nine months ended ~~June~~September 30, 2025, and ~~December~~2024, 31respectively, ~~2024~~including $5,978 ~~respectively~~on the amortization of debt discounts for the nine months ended September 30, 2025.

Note 913 – Notes Payable

Schedule of Notes Payable

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
On April 19, 2024, the “Company completed the sale of a 12% promissory note to SDT Equities LLC, a Delaware limited liability company (“SDT”) in the principal amount of $1,300,000 and for a purchase price of $1,196,000 pursuant to a Securities Purchase Agreement between the Company and SDT (the “Purchase Agreement”). The Note matured on January 19, 2025 (the “Maturity Date”) and bears interest at a rate of 12% per annum. Subject to certain adjustments and following an event of default only, the Notes are convertible into shares of the Company’s common stock at a conversion price equal to the lowest closing price (i) during the previous ten Trading Day (as defined in the note) period ending on the date of issuance of the note, or (ii) during the previous ten Trading Day period ending on the Conversion Date (as defined in the note), whichever is lower. The note is also subject to covenants, events of default, penalties, default interest, and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement with SDT, SDT received a pre-funded warrant to purchase 8,666,667 shares of the Company’s common stock (the “Warrant”). The Warrant includes a make-whole provision, whereby, if SDT is unable to sell the Warrant Shares (as defined in the Warrant) for net proceeds equal to at least $520,000 (the “Make-Whole Amount”) within a certain timeframe, then the Company shall either (i) pay SDT in cash the difference between the Make-Whole Amount and the net proceeds that SDT actually received from the sale of the Warrant Shares or (ii) cause the issuance of additional pre-funded warrants to SDT for shares of common stock the sale of which would ultimately satisfy the Make-Whole Amount. The relative fair value of the Warrant resulted in a debt discount of $351,638, which is being amortized over the life of the loan. A portion of the proceeds were used to repay the $360,000 Sanguine Group, LLC, and $257,446 of debts owed to the Company’s Vice Chairman, Dr. Kenneth Perego, II. The repayments consisted of aggregate principal of $207,000 and aggregate interest of $50,446.	$	1,300,000		$	1,300,000
On April 19, 2024, the “Company completed the sale of a 12% promissory note to SDT Equities LLC, a Delaware limited liability company (“SDT”) in the principal amount of $1,300,000 and for a purchase price of $1,196,000 pursuant to a Securities Purchase Agreement between the Company and SDT (the “Purchase Agreement”). The Note matures on January 19, 2025 (the “Maturity Date”) and bears interest at a rate of 12% per annum. Subject to certain adjustments and following an event of default only, the Notes are convertible into shares of the Company’s common stock at a conversion price equal to the lowest closing price (i) during the previous ten Trading Day (as defined in the note) period ending on the date of issuance of the note, or (ii) during the previous ten Trading Day period ending on the Conversion Date (as defined in the note), whichever is lower. The note is also subject to covenants, events of default, penalties, default interest, and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement with SDT, SDT received a pre-funded warrant to purchase 8,666,667 shares of the Company’s common stock (the “Warrant”). The Warrant includes a make-whole provision, whereby, if SDT is unable to sell the Warrant Shares (as defined in the Warrant) for net proceeds equal to at least $520,000 (the “Make-Whole Amount”) within a certain timeframe, then the Company shall either (i) pay SDT in cash the difference between the Make-Whole Amount and the net proceeds that SDT actually received from the sale of the Warrant Shares or (ii) cause the issuance of additional pre-funded warrants to SDT for shares of common stock the sale of which would ultimately satisfy the Make-Whole Amount. The relative fair value of the Warrant resulted in a debt discount of $351,638, which is being amortized over the life of the loan. A portion of the proceeds were used to repay the $360,000 Sanguine Group, LLC, and $257,446 of debts owed to the Company’s Vice Chairman, Dr. Kenneth Perego, II. The repayments consisted of aggregate principal of $207,000 and aggregate interest of $50,446.	$	1,300,000		$	1,300,000
On April 19, 2024, the “Company completed the sale of a 12% promissory note to AJB Capital Investments LLC, a Delaware limited liability company (“AJB”) in the principal amount of $300,000 for a purchase price of $276,000 (the “Fourth AJB Note”, or the “Note”) pursuant to Securities Purchase Agreement between the Company and AJB (the “SPA”). The Fourth AJB Note matures on January 19, 2025 (the “Maturity Date”) and bears interest at a rate of 12% per annum. Subject to certain adjustments and following an event of default only, the Note is convertible into shares of the Company’s common stock at a conversion price equal to the lowest closing price (i) during the previous ten Trading Day (as defined in the Note) period ending on the date of issuance of the Note, or (ii) during the previous ten Trading Day period ending on the Conversion Date (as defined in the Notes), whichever is lower. The Note is also subject to covenants, events of default, penalties, default interest, and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement with AJB, the Company paid a $120,000 commitment fee (the “Commitment Fee”) to AJB in form of 2,000,000 shares of the Company’s common stock (the “Commitment Fee Shares”). The SPA with AJB includes a make-whole provision, whereby, if AJB is unable to sell the Commitment Fee Shares for net proceeds equal to at least the Commitment Fee, the Company shall cause the issuance of additional shares of common stock to AJB the sale of which would ultimately generate total net funds equal to the Commitment Fee. The Commitment Fee Shares resulted in a debt discount of $80,185 that is being amortized over the life of the loan.		300,000			300,000
On August 18, 2023, the Company issued an unsecured promissory note of $35,000 to LDL8 Consulting, LLC for the purchase of equipment from another vendor. The promissory note bears interest at 10% per annum and is due on demand. In the event of default, the interest rate increases to 15% until repayment.		35,000			35,000
On August 18, 2023, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note of $35,000 to LDL8 Consulting LLC for the purchase of equipment from another vendor. The promissory note bears interest at 10% per annum and is due on demand. In the event of default, the interest rate increases to 15% until repayment.		35,000			35,000
		-
Total notes payable		1,635,000			1,635,000
Less: unamortized debt discounts		-			(40,647	)
Notes payable, net of discounts		1,635,000			1,594,353
Less: current maturities		(1,635,000	)		(1,594,353	)
Notes payable, long-term portion	$	-		$	-

1118

The Company recognized aggregate debt discounts on the notes payable to for the ~~six~~Nine months ended ~~June~~September 3031, 2025, ~~and December 31, 2024~~ as follows:

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Fair value of commitment shares of common stock	$	~~153~~5,~~638~~540		$	153,638
Fair value of pre-funded warrants		~~351~~24,~~638~~296			351,638
Original issue discounts		~~188~~8,~~000~~843			188,000
Legal and brokerage fees		431,~~500~~978			43,500
Total debt discounts		~~736~~40,~~776~~647			736,776
Amortization of debt discounts		~~(736~~40,~~776~~647	)		(696,129	)
Unamortized debt discounts	$	-		$	40,647

The Company recorded interest expense ~~pursuant to the stated interest rates~~ on the notes payable in the amount of $94103,~~684~~446 and $8947,~~569~~255 for the ~~six~~nine months ended ~~June~~September 30, 2025, and ~~December 31,~~ 2024, respectively.

The Company recognized interest expense for the ~~six~~nine months ~~ending~~ended ~~June~~September 30, 2025 and ~~June 30,~~ 2024, as follows:

Schedule of Interest ~~Expenses~~Expense

	June 30,		June 30,
	September 30, 2025		September 30, 2024
	2025		2024
Interest on convertible notes, related party	$	-	$	15,123
Interest on notes payable, related parties		80263,~~830~~403		72112,~~409~~621
Interest on notes payable		93209,~~813~~455		54103,~~169~~446
Amended warrants		-2,230		-51,088
Amortization of Debt Discount related parties		-		2,686
Amortization of debt discounts, related parties		-		5,978
Amortization of debt discounts, common stock		~~42,310~~-		~~107~~134,~~224~~049
Amortization of debt discounts, warrants		-		92209,~~065~~703
Amortization of debt discounts		-		~~127~~179,~~335~~692
Total interest expense	$	~~216~~475,~~953~~088	$	~~471~~811,~~011~~620

Note 1014 – Convertible Preferred Stock

Preferred Stock

The Company has ~~100~~10,000,000 authorized shares of $0.001 par value “blank check” preferred stock, of which 500,000 shares have been designated Series A Preferred Stock and 600,000 shares have been designated Series B Preferred Stock, as amended on August 2, 2022. The shares of Series A Preferred Stock and Series B Preferred Stock are each currently convertible into one hundred (100) shares of the Company’s common stock. The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable in cash as and when declared by the Board or upon a liquidation. The shares of Series B Preferred Stock are not entitled to dividends, other than the right to participate in dividends payable to holders of common stock on an as-converted basis. As of ~~June~~September 30, 2025, there were 114,733 ~~and~~ and 238,501 shares of Series A Preferred Stock and Series B Preferred Stock, respectively, issued and outstanding. The Series A and B ~~Preferred~~ Preferred Stock are presented as mezzanine equity on the balance sheet due because they carry a stated value of $10 and $15 per share, respectively, and a deemed liquidation clause, which entitles the holders thereof to receive proceeds thereof in an amount equal to the stated value per share, plus any accrued and unpaid dividends, before any payment may be made to holders of common stock. Each share of Preferred Stock carries a number of votes equal to the number of shares of common stock into which such Preferred Stock may then be converted. The Preferred Stock generally will vote together with the common stock and not as a separate class.

12The Series A and B Preferred Stock have been classified outside of permanent equity and liabilities. the Series A Preferred Stock embodies conditional obligations that the Company may settle by issuing a variable number of equity shares, and in both the Series A and B Preferred Stock, monetary value of the obligation is based on a fixed monetary amount known at inception.

The Series A and B Preferred Stock have been classified outside of permanent equity and liabilities. The Series A Preferred Stock embodies conditional obligations that the Company may settle by issuing a variable number of equity shares, and in both the Series A and B Preferred Stock, monetary value of the obligation is based on a fixed monetary amount known at inception.19

Preferred Stock Dividends

The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable in cash as and when declared by the Board or upon a liquidation. The Company recognized $2944,~~514~~ 271 and $2944,~~832~~ 915 for the ~~three~~nine months ended ~~June~~September 30, 2025, and ~~June 30,~~ 2024, respectively. A total of $~~286~~301,~~246~~001 ~~and $256,732~~ of dividends ~~had~~was accrued as of ~~June~~September 30, 2025 ~~and December 31, 2024, respectively~~.

Note 1115 – Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies.

Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. There are currently no pending legal matters outside of the bankruptcy matters in Colombia, noted below.

Due to challenging economic conditions, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) (“Reorganization Proceedings”) in Colombia on December 22, 2023. As of June 30, 2025, OWP SAS was involved in a total of 23 separate lawsuits for various civil and labor disputes in the municipal civil courts in Colombia, in the Cities of Bogota, Cali. Funza and Popayán. If the civil courts rule against OWP SAS, we estimate the potential liability from these claims is approximately $310,000 to OWP SAS where it will not become responsibility of Company. However, this is only an estimate, and our potential liability could be greater.

Debt Commitment Obligations

The Company has entered into various forms of debt financing that require the Company to issue shares of common stock or pre-funded warrants that carry certain make-whole provisions whereby, if the debt holder is unable to sell the commitment fee shares for net proceeds equal to at least the commitment fee, the Company shall pay the shortfall in cash, or cause the issuance of additional shares of common stock, to the debt holder until the sale of which would ultimately generate total net funds equal to the commitment fee, as follows:

Debt Holder	Commitment Shares or Warrants	Commitment Amounts

SDT Equities Note	8,666,667 warrants to purchase shares of the Company’s common stock *	$	520,000
Fourth AJB Note	2,000,000 shares of the Company’s common stock	$	120,000
Third AJB Note	1,666,667 shares of the Company’s common stock	$	100,000

If, as of the date of the delivery by Holder of the Sale Reconciliation Notice, the Holder has not realized net proceeds from the sale of such Warrant Shares equal to at least the $520,000 Make-Whole Amount then the Company shall, within five (5) business days, either pay in cash the applicable shortfall amount or immediately take all action necessary or required in order to cause the issuance of additional pre-funded warrants for the purchase of Common Stock to the Holder such that, assuming the Holder is able to sell such shares of Common Stock issuable pursuant to such additional pre-funded warrants at a price per share equal to the ten-day VWAP of the Common Stock as of the date of such issuance, the Holder would receive aggregate proceeds for the sale of Warrant Shares at least equal to the Make-Whole Amount.

Equity Line of Credit

On September 1, 2022, the Company entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with Tysadco Partners, LLC (“Tysadco”). Pursuant to the ELOC Purchase Agreement, Tysadco has agreed to purchase from the Company, from time to time upon delivery by the Company to Tysadco of “Request Notices,” and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $10,000,000 of the Company’s common stock. The purchase price of the shares of common stock to be purchased under the Purchase Agreement will be equal to 88% of the lowest daily “VWAP” during the period of 10 trading days beginning five trading days preceding the applicable Request. Each purchase under the Purchase Agreement will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 500% of the average daily trading value of the common stock over the seven trading days preceding the delivery of the applicable Request Notice.

In connection with the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with Tysadco under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of common stock issuable under the ELOC Purchase Agreement and conversion of the Commitment Fee Shares (the “Registration Rights Agreement”). There have not been any advances on this arrangement to date.

~~Contingent Compensation~~20

OnNote ~~August~~16 ~~22,~~– Stockholders’ 2023, the Company entered into an advisor agreement with an individual to provide consulting and business advisory services to the Company. Pursuant to the agreement, the Company has agreed to compensate the consultant a fee of $5,000 per month, which is to be deferred until the Company completes the sale of its equity securities in a transaction, or related series of transactions, resulting in aggregate gross proceeds to the Company of at least $5,000,000, while the Advisor is providing Services (the “Qualified Offering”). Within 60 days of the closing of a Qualified Offering, the Company shall pay to Advisor a cash bonus of up to $200,000. The advisor shall have no participation in any manner or form with any Qualified Offering. To date, the Company has not received gross proceeds pursuant to the Qualified Offering terms, and the advisor resigned on July 2, 2024.Equity

On May 23, 2023, the Company appointed Joerg Sommer to be the Company’s President. In connection with his appointment, the Company entered into an offer letter with Mr. Sommer (the “Offer Letter”) under which he was initially paid an annual base salary of $60,000, which was to increase to $240,000 upon the closing of an offering of the Company’s equity securities that results in gross proceeds to the Company of at least $5,000,000 (“Qualified Offering”). Mr. Sommer received 1,500,000 shares of the Company’s common stock upon his appointment as President; and is entitled to be issued an additional 1,500,000 shares of the Company’s common stock within 60 days of the closing of a Qualified Offering. Mr. Sommer was also entitled to a bonus of up to $380,000 upon the sale of the Company’s equity securities during the term of his employment, as set forth below;

$200,000 upon the Company raising $2 million

$80,000 upon the Company raising an additional $1 million

$60,000 upon the Company raising an additional $1 million

$40,000 upon the Company raising an additional $1 million

To date, the Company has not received gross proceeds pursuant to the Qualified Offering terms, and Mr. Sommer resigned on July 2, 2024.

Note 12 – Changes in Stockholders’ Equity

Preferred Stock

The Company has 100,000,000 authorized shares of $0.001 par value “blank check” preferred stock, of which 500,000 shares have been designated Series A Preferred Stock and 600,000 shares have been designated Series B Preferred Stock, See Note 10, above, for a description of the features and issuances of the Series A Preferred Stock and Series B Preferred Stock.

On October 10, 2024, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series C Special Preferred Stock. There follows a summary of the rights, preferences, powers, restrictions and limitations of the Series C Special Preferred Stock:

Section 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series C Special Preferred Stock (the “Series C Special Preferred Stock”) and the number of shares so designated shall be One Hundred (100). Each share of the Series C Special Preferred Stock shall have a par value of $0.001.

Section 2. Fractional Shares. The Series C Special Preferred Stock may not be issued in fractional shares.

Section 3. Voting Rights. The holders of the Series C Special Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

(a) The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus

(b) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

Section 4. Dividends. The Series C Special Preferred Stock shall not be entitled to any dividends.

Section 5. Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Series C Special Preferred Stock shall not be entitled to any payment.

Section 6. Conversion. The Series C Special Preferred Stock shall have no rights of conversion.

Section 7. Protection Provisions. So long as any shares of Series C Special Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series C Special Preferred Stock, alter or change the rights, preferences or privileges of the Series C Special Preferred Stock so as to affect adversely the holders of Series C Special Preferred Stock.

Section 8. Waiver. Any of the rights, powers or preferences of the holders of the Series C Special Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series C Special Preferred Stock then outstanding.

Section 9. No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series C Special Preferred Stock shall have no other rights, privileges or preferences with respect to the Series C Special Preferred Stock.

Common Stock

The Company is authorized to issue an aggregate of 1,000,000,000 ~~billion~~ shares of common stock with a par value of $0.001, as amended on October 15, 2024. As of ~~June~~September 30, 2025, there were 110,108,774 shares of common stock issued and outstanding.

Common Stock Issued for Services, Related Parties

On March 25, 2025 and June 25, 2025, the Company issued a total of 1,576,798 shares of common stock to the Company’s then Chief Financial Officer. The fair value of the shares was $30,000, based on the closing price of the Company’s common stock on the date of grant.

Amortization of Stock-Based Compensation

A total of $11,~~468~~469 and $711,~~704~~597 of stock-based compensation expense was recognized from the amortization of options to purchase common ~~stock~~ stock over their vesting period during the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, respectively.

Note 1317 – Common Stock Options

Stock Incentive Plan

On February 12, 2020, the Company’s stockholders approved our 2019 Stock Incentive Plan (the “2019 Plan”), which had been adopted by the Company’s Board of Directors (the “Board”) as of December 10, 2019. The 2019 Plan provides for the issuance of up to 10,000,000 shares of common stock to the Company and its subsidiaries’ employees, officers, directors, consultants and advisors, stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and other performance stock awards. Options granted under the 2019 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Unless sooner terminated in accordance with its terms, the Stock Plan will terminate on December 10, 2029.

Outstanding Options

~~Options~~In July 2025, the Company issued toan ~~purchase~~option to an ~~aggregate~~employee ~~total~~to ofpurchase 10up to 5,~~704~~000,~~500~~ 000 shares of the Company’s common stock at aan ~~weighted~~exercise ~~average strike~~ price of $0.1513 per share with an expiration date of December 31, ~~exercisable~~2030. ~~over~~The aSaotome ~~weighted~~Option vests on the following schedule: 20% ~~average~~on ~~life~~July of11, 52025; 20% on December 31, 2027; 20% on December 31, 2028; 20% on December 31, 2029; and 20% on December 31, 2030.99 ~~years~~100,000 shares ~~were~~are ~~outstanding~~vested as of ~~June~~September 30, 2025. The fair market value of the option on the date of grant was $95,850.

~~The~~Options ~~Company~~to ~~recognized~~purchase aan aggregate total of ~~$11~~15,~~468 and $7~~892,~~704~~000 shares of ~~compensation expense during the six months ended June 30, 2025 and 2024, respectively, related to~~ common stock ~~options~~at ~~issued~~a inweighted ~~the~~average ~~prior~~strike ~~year~~price toof ~~officers~~$0.14, ~~directors,~~exercisable ~~and~~over ~~employees~~a ~~that are being amortized~~weighted ~~over~~average ~~the~~life ~~implied service term, or vesting period,~~ of ~~the options~~8.6 ~~The~~years ~~remaining~~were ~~unamortized~~outstanding ~~balance of these options is $6,388~~ as of ~~June~~ September 30, 2025.

~~Note~~The 14Company –recognized ~~Warrants~~a total of $11,469 and $11,597 of compensation expense during the nine months ended September 30, 2025 and 2024, respectively, related to common stock options issued in the prior year to officers, directors, and employees that are being amortized over the implied service term, or vesting period, of the options. The remaining unamortized balance of these options is $76,680 as of September 30, 2025.

Note 18 – Warrants

Outstanding Warrants

Warrants to purchase an aggregate total of 22,678,317 shares of common stock at a weighted average strike price of $0.1918, exercisable over a weighted average life of 4.6 years were outstanding as of ~~June~~September 30, 2025. The remaining unamortized balance at September 30, 2025 is $12,080.

1521

Note 1519 – ~~Segment~~Income ~~Reporting~~Taxes

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker (“CODM”) and are used in resource allocation and performance assessments. The Company’s Chief Executive Officer is the Company’s CODM. The Company is organized and operates as one operating and reportable segment that is engaged in CBD sales operations in the United States.

The Company’s CODM reviews financial information and operational forecasts presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. The Company’s CODM assesses performance for the Company’s single reportable segment based on the Company’s net loss as reported on the consolidated statement of comprehensive income (loss) was $(521,582) and Total Assets were $226,200 as of the six months ended June 30, 2025.

Note 16 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the ~~six~~nine months ended ~~June~~September 30 , 2025, and the year ended December 31, 2024, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. As of ~~June~~September 30, 2025 and ~~June 30,~~ 2024, ~~respectively~~ the Company had approximately $1112,~~595~~850,000 and $1211,~~075~~388,000 of federal net operating losses carryforward. The net operating loss-carryforwards prior to year-end 2017 were $125,000 and will expire between 2034 and 2038 if not used to off-set taxable income. The portion of NOL occurring after 2017 are $1112,~~950~~725,000 and can be carried forward indefinitely, offsetting 80% of taxable income per year under the current regulations.

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at ~~June~~September 30, ~~2025~~2024 and December 31, ~~2024~~2023, respectively.

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note 1720 –- Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable ~~event, except as follows:~~events.

~~Acquisition of Eco Bio Plastics Midland, Inc.~~22

Asset Purchase Agreement. On June 4, 2025, the Company entered into a Letter of Intent (the “Eco Bio LOI”) with Eco Bio Plastics Midland, Inc. (“Eco Bio”).

Further to the Eco Bio LOI, on July 11, 2025, the Company, EBPIE, LLC, a Michigan limited liability company wholly owned by the Company (“EBPIE”), and Eco Bio signed and closed an Asset Purchase Agreement (the “Eco Bio Asset Agreement”), pursuant to which EBPIE acquired substantially all of the assets of Eco Bio for a total of $515,000 in cash, with $415,000 being paid at the closing and $100,000 having been paid on the execution of the Eco Bio LOI and credited towards the total purchase price.

Employment Agreement. On July 11, 2024, EBPIE entered into an Executive Employment Agreement (the “Saotome Agreement”) with Fukuji Saotome, pursuant to which Mr. Saotome will serve as EBPIE’s Chief Operating Officer. The initial term of the Saotome Agreement ends December 31, 2030, and renews automatically for successive 12-month terms, unless cancelled by either EBPIE or Mr. Saotome upon not less than 90-days’ written notice prior to the end of the then-current term. Under the Saotome Agreement, Mr. Saotome is to be compensated, as follows:

(1) an annual salary of $250,000 (the “Base Salary”); and

(2) in addition to his Base Salary, Mr. Saotome shall be eligible for an annual bonus based on a Budgetary NOI Goal established on or before each January 10th during the Term of the Saotome Agreement is achieved. The Budgetary NOI Goal shall be reduced to a writing signed by EBPIE and Mr. Saotome.

Stock Option Grant Notice. On July 11, 2024, the Company entered into an Stock Option Grant Notice (the “Saotome Option Grant”) with Fukuji Saotome, pursuant to which the Company, pursuant to its 2019 Stock Incentive Plan, granted Mr. Saotome an option to purchase up to 5,000,000 shares (the “Saotome Option”) of the Company’s common stock at a per share exercise price of $0.13, with an expiration date of December 31, 2030. The Saotome Option vests on the following schedule: 20% on July 11, 2025; 20% on December 31, 2027; 20% on December 31, 2028; 20% on December 31, 2029; and 20% on December 31, 2030.

Approval of Corporate Actions

Corporate Name Change. In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved a change in the Company’s corporate name to “Isiah Enterprises, Inc.” This change in corporate name will not become effective in the trading markets until such time as FINRA has approved such change.

Increase in Authorized Capital. In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved an increase in the number of authorized number of shares of common stock from 250,000,000 shares to 1,000,000,000 shares. The Company expects that such increase will occur on or before November 1, 2025.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024, and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in the Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Overview

WeOn ~~are~~July ~~currently~~14, ~~focused~~2025, onthe ~~research~~Company ~~and~~completed ~~development~~the ~~activities~~acquisition ~~involving~~of ~~bio-sustainable~~certain ~~solutions.~~assets ~~These~~of ~~solutions~~Eco ~~enable~~Bio ~~automakers~~Plastics ~~to reduce~~Midland, ~~their carbon footprint and support environmental initiatives within the automotive supply chain~~Inc. InThe ~~October~~accompanying ofcondensed ~~2024, we partnered~~consolidated ~~with~~financial ~~other~~statements ~~companies~~reflect in the ~~automotive~~historical ~~industry~~results toof ~~produce~~One ~~1,400~~World ~~reusable hemp-based molded reusable totes~~Products, ~~designed~~Inc. ~~to move~~ and ~~protect automotive~~its ~~parts~~subsidiaries ~~through~~for the ~~supply~~periods ~~chain~~presented. WeUnaudited pro ~~are~~forma ~~actively~~financial ~~seeking~~information togiving ~~raise~~effect ~~capital and further research and development in this area. If successful, we intend~~ to ~~produce~~the ~~these~~acquisition ~~hemp-based~~is ~~materials~~presented separately for aillustrative ~~variety~~purposes ~~of applications, starting with automotive component applications~~only.

WeDuring ~~also~~2024, ~~entered~~the ~~into~~Company abegan ~~strategic~~its ~~partnership~~new ~~with~~business ~~Stephen~~model, ~~Marley’s~~first Kxdeveloping ~~Family~~industrial ~~Care~~hemp insolutions ~~2024~~for inthe ~~which~~automotive wemarket. ~~purchased~~Then ~~2,000~~the ~~units~~Company began ofto ~~CBD products,~~focus ~~which~~increased weefforts ~~white~~on ~~labeled~~research asand ~~Pro-11~~development to help the automotive industry meet its goals of achieving carbon neutral manufacturing using renewable and ~~began~~recycled ~~selling~~material ~~online~~solutions. ~~There~~In ~~can~~October beof no2024, ~~assurances~~the ~~that~~Company, ~~this~~in ~~strategic~~collaboration ~~partnership~~with ~~will~~partners in the ~~generate~~automotive ~~significant~~industry, ~~revenues~~developed orhemp-based bemolded ~~profitable~~containers for automotive part packaging applications and received an initial order for 1,400 units of these reusable totes, designed to move and protect automotive parts through the ~~Company~~supply chain.

~~Recent~~With ~~Event~~global –demand ~~Acquisition~~surging offor sustainable materials, and new regulatory incentives aligning with our strengths, Eco Bio Plastics is positioned to become one of the fastest-growing players in American green manufacturing. Eco Bio’s advanced micronizeation and pelletization process enables the production of ultra-small, application-ready biofibers derived from organic matter including agricultural byproducts, natural fibers, and plant-based residues - offering automotive, food, and industrial clients a cost-effective, ESG-compliant alternative to traditional materials. In-house micronizeation allows Eco Bio to produce fine powder compounds ideal for coatings, polymer blends, and talc-free formulations - meeting growing demand for recyclable, lightweight, and high-performance solutions across multiple sectors. Its patent-pending process produces the only pelletized bast fiber on the market, opening the door for additional sustainable fiber plastic compounds.

~~Asset Purchase Agreement. On June 4, 2025, the Company entered into a Letter of Intent (the “Eco Bio LOI”) with Eco Bio Plastics Midland, Inc. (“Eco Bio”).~~23

~~Further~~In ~~to the Eco Bio LOI, on~~ July ~~11,~~ 2025, the Company,’s ~~EBPIE,~~Board ~~LLC,~~of aDirectors ~~Michigan~~and ~~limited liability company wholly owned by~~ the Company’s ~~(“EBPIE”), and~~majority ~~Eco~~shareholder ~~Bio~~approved ~~signed~~a ~~and~~change ~~closed~~in anthe ~~Asset~~Company’s corporate ~~Purchase~~name ~~Agreement~~to ~~(the~~ “~~Eco~~Isiah ~~Bio~~Enterprises, ~~Asset Agreement~~Inc.”), ~~pursuant~~This tochange ~~which~~in ~~EBPIE acquired~~corporate ~~substantially~~name ~~all~~will ofnot ~~the~~become ~~assets~~effective ~~of Eco Bio for a total of $515,000~~ in ~~cash, with $415,000 being paid at~~ the ~~closing~~trading ~~and $100,000~~markets ~~having~~until ~~been~~such ~~paid~~time onas ~~the~~FINRA ~~execution~~has ofapproved ~~the~~such ~~Eco Bio LOI and credited towards the total purchase price~~change.

~~Employment~~Results Agreement. On July 11, 2024, EBPIE entered into an Executive Employment Agreement (the “Saotome Agreement”) with Fukuji Saotome, pursuant to which Mr. Saotome will serve as EBPIE’s Chief Operating Officer. The initial term of ~~the~~Operations ~~Saotome Agreement ends December 31, 2030, and renews automatically~~ for ~~successive 12-month terms, unless cancelled by either EBPIE or Mr. Saotome upon not less than 90-days’ written notice prior to~~ the ~~end~~Three ofMonths ~~the~~Ended ~~then-current~~September ~~term. Under the Saotome Agreement~~30, ~~Mr.~~2025 ~~Saotome~~and ~~is to be compensated, as follows~~2024:

	(1)	an annual salary of $250,000 (the “Base Salary”); and
	(2)	in addition to his Base Salary, Mr. Saotome shall be eligible for an annual bonus based on a Budgetary NOI Goal established on or before each January 10th during the Term of the Saotome Agreement is achieved. The Budgetary NOI Goal shall be reduced to a writing signed by EBPIE and Mr. Saotome.

The following table summarizes selected items from the statement of operations for the three months ended September 30, 2025, and 2024.

	Three Months Ended September 30,						Increase /
	2025			2024			(Decrease)
Revenues	$	49,966		$	1,517		$	48,449
Cost of goods sold		1,375			310			1,065
Gross profit		48,591			1,207			47,384

Operating expenses:
Salaries, wages and benefits		250,800			-			250,800
General and administrative		17,150			203,242			(186,092	)
Professional fees		157,781			169,596			(11,815	)

Total operating expenses:		425,731			372,838			52,893

Operating loss		(377,140	)		(371,631	)		(5,509	)

Other income (expense)
Gain on acquisition of business		6,049,860			-			6,049,860
Loss on early extinguishment of debt		-			-			-
Loss on deconsolidation of foreign subsidiaries		-			(22,359	)		22,359
Loss on sale of assets		(841	)		-			(841	)
Interest expense		(258,135	)		(340,609	)		82,474
Depreciation expense		(148,001	)		-			(148,001	)
Total other Income (expense)		5,642,883			(362,968	)		6,005,851

Net income (loss)	$	5,265,743		$	(734,599	)	$	6,000,342

~~New Business Focus~~Revenues

~~With~~Revenues during the ~~acquisition~~three ofmonths ~~Eco~~ending ~~Bio~~September 30, a2025, ~~Midland~~were $49,966, ~~Michigan-based~~compared ~~manufacturer~~to of$1,517 ~~plant-based~~during ~~and~~the ~~biodegradable~~three ~~plastics~~months ~~and~~ending ~~its~~September ~~developing~~30, 2025, ~~industrial~~an ~~solutions~~increase ~~business~~of ~~targeting~~$48,449, or 3,194%. Revenues during the ~~automotive~~current ~~market,~~period wewere ~~are~~generated ~~now~~by ~~focused~~manufacturing onsales ~~industrial~~of ~~compounding~~Eco ~~food~~Bio ~~packaging~~products, while ~~automotive,~~revenues ~~and~~from ~~consumer~~the ~~goods~~comparative ~~sectors~~period were attributable to CBD products.

~~Eco Bio~~Cost Plastics brings proprietary formulations and scalable manufacturing capacity that will support our transition into a vertically integrated sustainable materials company. Eco Bio’s advanced micronization and pelletization process enables the production of ~~ultra-small, application-ready~~Goods biofibers derived from organic matter, including agricultural byproducts, natural fibers and plant-based residues, that offer automotive, food and industrial clients a cost-effective, ESG-compliant alternative to traditional materials. In-house micronization allows Eco Bio to produce fine powder compounds ideal for coatings, polymer blends and talc-free formulations. Its patent-pending process produces the only pelletized bast fiber on the market, opening the door for additional sustainable fiber plastic compounds.Sold

~~Further~~Cost of goods sold for the three months ending September 30, in2025, ~~collaboration~~were ~~with~~$1,375, ~~partners~~compared into $310 for the ~~automotive~~three ~~industry~~months ending September 30, 2024, wean increase of $1,065 or 344%. Cost of goods sold for the current period was from manufacturing compounding product consists ~~have~~primarily ~~developed~~of ~~hemp-based~~additives ~~molded~~while ~~containers~~the costs for ~~automotive~~CBD ~~part~~products ~~packaging~~are ~~applications,~~finished ~~including~~goods ~~reusable~~sold. ~~totes~~Our ~~designed~~profit tomargin ~~move~~during ~~and~~the three months ended September ~~protect~~30, ~~automotive~~2025, ~~parts~~was ~~through~~96% compared to 80% for the ~~supply~~three ~~chain~~months ending September 30, 2024.

17Salaries, wages and benefits

~~Results~~Salaries, wages and benefits have been tracked separately since the acquisition of ~~Operations~~the Eco Bio Plastics Michigan operation. Wages, salaries, and benefits for the ~~Three~~three ~~Months~~months ~~Ended~~ending ~~June~~September 30, 2025, were $250,800. Such costs did not exist in the prior operations as the Company had no salaries, wages and ~~2024~~benefits cash payments.

~~The~~General ~~following table summarizes selected items from the statement of operations for the three months ended June 30, 2025~~ and ~~2024.~~Administrative Expenses

	Three Months Ended June 30,						Increase /
	2025			2024			(Decrease)
Revenues	$	282		$	1,254		$	(972	)
Cost of goods sold		33			229			(196	)
Gross profit	$	249		$	1,025		$	(776	)
Operating expenses:
General and administrative		86,685			150,785			(64,100	)
Professional fees		84,633			223,667			(139,034	)
Total operating expenses:		171,348			374,452			(203,383	)
Operating loss		(171,099	)		(373,427	)		(202,358	)
Other Income (expense)
Loss on deconsolidation of foreign subsidiaries		-			(122,600	)		(122,600	)
Interest income		-			-			-
Interest expense		(94,847	)		(369,032	)		(274,185	)
Total Other Income (Expense)		(94,847	)		(491,632	)		(396,785	)
Net loss	$	(265,946	)	$	(865,059	)	$	(599,143	)

General and administrative expenses for the three months ending September 30, 2025, were $17,150 compared to $203,242 during the three months ending September 30, 2024, a decrease of $186,092, or 92%. The expenses for the current period consisted primarily of office rent and travel costs. General and administrative expenses decreased primarily due to our focus on operations within the United States.

Revenues. Revenues during the three months ending June 30, 2025, were $282, compared to $1,254 during the three months ended June 30, 2024, an increase of $972. Revenues were generated by sales of our CBD product, which is a business segment of which we are not currently pursuing. Revenues in future periods will be from the operations of Eco Bio and our industrial hemp business activities.24

~~Cost~~Professional of Goods Sold. Cost of goods sold for the three months ending June 30, 2025, were $33, compared to $229 for the three months ending June 30, 2024. COGS consists primarily of finished goods sold. Cost of goods sold in future periods will be from the operations of Eco Bio and our industrial hemp business activitiesFees

~~General~~Professional ~~and~~fees ~~Administrative Expenses. General and administrative expenses~~ for the three months ~~ended~~ending ~~June~~September 30, 2025, were $86157,~~685~~781, compared to $~~150~~169,~~785~~596 during the three months ~~ended~~ending ~~June~~September 30, 2024, a decrease of $6411,~~100. The expenses for the current period consisted primarily of compensation expenses~~815, ~~office~~or ~~rent, advertising and travel costs~~7%. ~~General~~Professional ~~and~~fees ~~administrative expenses decreased primarily due to a decrease in costs related to closing and deconsolidating the South American operations. General and administrative expenses~~ included non-cash, stock-based compensation of $8621,~~685~~564 and $~~150~~147,~~785~~367 during the three months ~~ended~~ending ~~June~~September 30, 2025, and 2024, respectively. Professional fees increased primarily due to increased stock-based compensation being issued to consultants during the current period.

~~Professional~~Other ~~Fees.~~Income Professional fees for the three months ending June 30, 2025, were $84,633, compared to $223,667 during the three months ending June 30, 2024, a decrease of $139,034. Professional fees included non-cash, stock-based compensation of $30,000 and $92,575 during the three months ended June 30, 2025 and 2024, respectively.(Expense)

~~Professional~~Other ~~fees~~income ~~decreased~~(expenses), on a net basis, for the three months ending September 30, 2025, were $5,642,883, compared to other expenses, on a net basis, for the three months ending September 30, 2024, of $362,968, an increase in other income of $6,005,851, or 1,655%. Other income (expense) for the three months ended September 30, 2025, primarily ~~due~~reflects a gain of $6,049,860 recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc. The gain represents a bargain purchase under ASC 805, calculated as the excess of the fair value of net assets acquired over the purchase price, and was recognized in terms of earnings during the period. This gain was partially offset by interest expense of $258,135 associated with outstanding debt. There were no gains or losses related to ~~decreased~~foreign ~~stock~~subsidiary deconsolidation during the period. Expenses in 2024 resulted from one-~~based~~time ~~compensation~~charges ~~issued~~related to ~~directors~~a $22,359 loss on deconsolidation of foreign subsidiaries and ~~consultants~~$340,609 ~~during~~of interest expense, including $147,756 of stock-based finance costs on the ~~current~~amortization ~~period~~of debt discounts for the three months ended September 30, 2024. Depreciation expense of $148,001 related to the newly acquired fixed assets.

~~Depreciation Expense. Depreciation expense~~Net ~~for~~Income ~~the three months ended June 30, 2025, and 2024 were zero due to the deconsolidation of OWP SAS at December 22, 2023.~~(Loss)

~~Other Income~~Net ~~(Expense).~~loss ~~Other expenses, on a net basis,~~ for the three months ending ~~June~~September 30, 2025, ~~were~~was $945,~~847~~265, ~~compared to other expenses~~743, on$0.44 aper ~~net basis~~share, ~~for~~compared ~~the~~to ~~three months ended June 30, 2024, of~~ $~~491~~734,~~632,~~599 or a ~~decrease~~loss ~~in net other expenses~~ of $~~404,445~~0.01 ~~Other~~per ~~expenses consisted of interest expenses of $94~~share,~~847~~ ~~for~~during the three months ended ~~June~~September 30, ~~2025, and, for the three months ended June 30,~~ 2024, ~~$122,600~~an ~~in loss~~increase ~~in deconsolidation~~ of ~~foreign subsidiaries and~~ $~~369~~6,~~032 in interest expense. The large reduction in costs is primarily related to~~000,342, ~~the~~or ~~completion of the deconsolidation of foreign subsidiaries~~817%.

18Results of Operations for the Nine Months Ended September 30, 2025, and 2024:

~~Net~~The ~~Loss~~following table summarizes selected items from the statement of operations for the nine months ended September 30, 2025 and 2024.

Net loss for the three months ending June 30, 2025, was $265,916, compared to $865,059, for the three months ended June 30, 2024, a decrease of $599,143. The net loss decreased primarily due to the absence of losses on early extinguishment of debt and to the loss on deconsolidation of foreign subsidiaries that was incurred in the prior period.

	Nine Months Ended September 30,						Increase /
	2025			2024			(Decrease)
Revenues	$	51,619		$	3,053		$	48,566
Cost of goods sold		1,703			588			1,115
Gross profit		49,916			2,465			47,451

Operating expenses:
Salaries, wages, taxes, benefits	$	250,800		$	-		$	250,800
General and Administrative		202,503			552,874			(350,371	)
Professional fees		278,383			971,934			(693,552	)
Total operating expenses:		731,686			1,524,808			(793,123	)

Operating loss		681,770			(1,522,343	)		(840,573	)

Other income (expense)
Gain on acquisition of business		6,049,860			-			6,049,860
Loss on early extinguishment of Debt		-			(724,086	)		(724,086	)
Loss on deconsolidation of foreign subsidiaries		-			(242,631	)		(242,631	)
Loss on sale of assets		(841	)		-			841
Interest expense		(475,088	)		(811,620	)		(336,532	)
Depreciation expense		(148,001	)		-			148,001
Total other income (expense)		5,425,930			(1,778,337	)		7,204,267

Net income (loss)	$	4,744,160		$	(3,300,680	)	$	8,044,841

~~Results of Operations for the Six Months Ended June 30, 2025 and 2024~~Revenues

~~The~~Revenues ~~following~~during ~~table~~the ~~summarizes~~nine ~~selected~~months ~~items~~ended ~~from~~September ~~the~~30, ~~statement~~2025 ofwere ~~operations~~$51,619, ~~for~~compared to $3,053 during the ~~six~~nine months ended ~~June~~September 30, 2025, ~~and~~a increase of $48,566, or 1591%. Revenues during the current period were generated by sales at our Eco Bio Plastics Michigan facility while 2024 sales were from our CBD product.

	Six Months Ended June 30,						Increase /
	2025			2024			(Decrease)
Revenues	$	1,653		$	1,536		$	117
Cost of goods sold		328			278			(50	)
Gross profit	$	1,325		$	1,258		$	67
Operating expenses:
General and administrative		185,353			349,632			(164,279	)
Professional fees		120,601			802,338			(681,737	)
Total operating expenses:		305,954			1,151,970			(846,016	)
Operating loss		(304,629	)		(1,150,712	)		(846,083	)
Other Income (expense)
Loss on extinguishment of debt		-			(724,086	)		724,086
Loss on deconsolidation of foreign subsidiaries					(220,272	)		220,272
Interest income		-			-			-
Interest expense		(216,953	)		(471,011	)		(254,058	)
Total Other Income (Expense)		(216,953	)		(1,415,369	)		(1,198,416	)
Net loss	$	(521,582	)	$	(2,566,081	)	$	(2,044,499	)

~~Revenues.~~Cost ~~Revenues during the six months ending June 30, 2025, were $1,653, compared to $1,536 during the six months ended June 30, 2024, an increase~~ of ~~$117.~~Goods Revenues were generated by sales of our CBD product, which is a business segment of which we are not currently pursuing. Revenues in future periods will be from the operations of Eco Bio and our industrial hemp business activities.Sold

Cost of ~~Goods Sold. Cost of~~ goods sold for the ~~six~~nine months ending ~~June~~September 30, 2025, were $~~328~~1,703, compared to $~~278~~588 for the ~~six~~nine months ending ~~June~~ September 30, ~~2024.~~2025, an ~~COGS~~increase ~~consists primarily~~ of ~~finished~~$1,115, ~~goods~~or ~~sold~~190%. Cost of goods sold inat ~~future~~Eco ~~periods~~Bio ~~will~~Plastics beMichigan is from ~~the~~chemical ~~operations~~additives ofused ~~Eco Bio~~in ~~and~~compounding, while our ~~industrial~~CBD ~~hemp~~product ~~business~~consisted ~~activities~~primarily of finished goods sold.

~~General and Administrative Expenses. General and administrative expenses for the six months ended June 30~~Salaries, ~~2025, were $185,353, compared~~ towages ~~$349,632 during the six months ended June 30, 2024, a decrease of $164,279. The expenses for the current period consisted primarily of compensation expenses, office rent, advertising~~ and travel costs. General and administrative expenses decreased primarily due to a decrease in costs related to closing and deconsolidating the South American operations. General and administrative expenses included non-cash, stock-based compensation of $60,000 and $150,785 during the six months ended June 30, 2025, and 2024, respectively.benefits

~~Professional~~Salaries, ~~Fees.~~wages ~~Professional~~and ~~fees~~benefits ~~for~~have ~~the~~been ~~six~~tracked ~~months~~separately ~~ended~~since ~~June~~the ~~30,~~acquisition ~~2025,~~of ~~were~~the ~~$120,601,~~Eco ~~compared~~Bio toPlastics ~~$802~~Michigan operation. Wages,~~338~~ ~~during~~salaries, and benefits for the ~~six~~Nine months ending ~~June~~ September 30, ~~2024~~2025, awere ~~decrease of~~ $~~681~~250,~~737~~800. ~~Professional~~Such ~~fees~~costs ~~included~~did ~~non-cash,~~not ~~stock-based~~exist ~~compensation~~prior ofto ~~$60,000 and $92,575 during~~ the ~~six~~ ~~months~~acquisition ~~ended~~of ~~June~~Eco ~~30,~~Bio ~~2025~~Plastics ~~and~~Michigan ~~2024,~~in ~~respectively~~2025.

~~Professional~~General ~~fees decreased primarily due to decreased stock-based compensation issued to directors~~ and ~~consultants~~Administrative ~~during the current period.~~Expenses

~~Depreciation Expense.~~General ~~Depreciation~~and ~~expense~~administrative expenses for the ~~six~~nine months ~~ended~~ending ~~June~~ September 30, 2025, ~~and 2024~~ were ~~zero~~$202,503, ~~due~~compared to $552,874 during the ~~deconsolidation~~nine months ending September 30, 2024, a decrease of ~~OWP~~$350,371, ~~SAS~~or at63%. The expenses ~~December~~for 22the current period consisted primarily of liability insurance premiums, ~~2023~~utilities, operating expenses and other costs of operation of the plant.

~~Other~~Professional Income (Expense). Other expenses, on a net basis, for the six months ending June 30, 2025, were $224,613, compared to other expenses, on a net basis, for the six months ending June 30, 2024, of $1,415,369, a decrease in net other expenses of $1,190,656. Other expenses consisted of interest expenses of $224,613 for the six months ended June 30, 2025, and, for the six months ended June 30, 2024, $724,086 in loss on extinguishment of debt, $220,272 in loss in deconsolidation of foreign subsidiaries and $471,011 in interest expense. The large reduction in costs is primarily related to the completion of the deconsolidation of foreign subsidiaries and the absence of losses on early extinguishment of debt.Fees

~~Net~~Professional ~~Loss.~~fees ~~Net loss~~ for the ~~six~~nine months ending ~~June~~September 30, 2025, ~~was~~were $~~521~~278,~~582~~383, compared to $2971,~~566,081,~~934 ~~for~~during the ~~six~~nine months ~~ended~~ending ~~June~~September 30, ~~2024~~2025, a decrease of $2693,~~044~~551,~~499~~ or 71%. ~~The~~Professional ~~net~~fees ~~loss~~included ~~decreased~~non-cash, ~~primarily~~stock-based ~~due~~compensation toof ~~the~~$267,452 ~~absence~~and of$100,000 ~~losses~~during onthe ~~early~~nine months ~~extinguishment~~ending ofSeptember ~~debt~~30, 2025, and to2024, ~~the~~respectively. ~~loss on~~Professional ~~deconsolidation~~fees ofdecreased ~~foreign~~due ~~subsidiaries~~to ~~that~~a ~~was~~reduction ~~incurred~~ in forces following the ~~prior~~closing of ~~period~~operations outside United States.

Other Income (Expense)

Other Income (Expense), on a net basis, for the nine months ending September 30, 2025, were $5,425,930, compared to other income (expense), on a net basis, of $(1,778,337) during the nine months ending September 30, 2024, an increase in net other income (expenses) of $7,204,267, or 405%. Other income (expense) for the nine months ended September 30, 2025, primarily reflects a gain of $6,049,860 recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc. The gain represents a bargain purchase under ASC 805, calculated as the excess of the fair value of net assets acquired over the purchase price, and was recognized in terms of earnings during the period. This gain was partially offset by interest expense of $475,088 associated with outstanding debt. There were no gains or losses related to foreign subsidiary deconsolidation during the period. Depreciation expense of $148,001 related to the newly acquired fixed assets. The decrease is due primarily to the elimination of foreign operations and related debts.

Net Income (Loss)

Net Income for the nine months ending September 30, 2025, was $4,744,160, or less than $0.40 per share, compared to a loss of $3,300,680 or less than $0.30 per share, during the nine months ended September 30, 2024, an increase of $8,044,840, or 244%. The net income increased primarily due to a gain in connection with the acquisition of Eco Bio Plastics Midland, Inc. and related debt, stock-based compensation, the fair value of common stock issued to related parties as commitment shares on debt modifications and interest expense.

Liquidity and Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, financing activities and effect of exchange rate changes on cash for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024:

	2025			2024
Operating Activities	$	(~~448~~593,~~841~~837)	)	$	(~~729~~1,~~707~~010,268	)
Investing Activities		-(415,000	)		(75,000	)
Financing Activities		~~420~~1,135,000			1,208,500
Effect of Exchange Rate Changes on Cash		-			(42,328	)
Net Increase (Decrease) in Cash	$	~~(28~~126,~~841~~164	)	$	~~361~~80,~~465~~904

Net Cash Used in Operating Activities

During the ~~six~~nine months ~~ending June~~ended September 30, 2025, net cash used in operating activities was $~~448~~593,~~841~~837, ~~compared~~and ~~to net cash used in operating activities of~~ $~~729~~1,~~707~~010,268, ~~for~~in the ~~six~~ nine months ended ~~June~~September 30, 2024. The change was primarily attributable to non-cash ~~used~~adjustments, including the bargain purchase gain recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc., which did not result in operating ~~activities~~cash ~~was~~inflows, ~~primarily~~together ~~attributable~~with tochanges ~~our~~in ~~net~~working ~~loss~~capital and operating results during the period.

Net Cash ~~Provided~~Used byin Investing Activities

During the ~~six~~nine months ~~ending June~~ended September 30, 2025, net cash ~~provided~~used ~~by The~~in ~~Investing~~investing activities ~~activity~~was in$415,000 for the ~~current~~nine ~~period~~months isended $0September ~~compared~~30, to2025, and $75,000 in ofthe ~~proceeds~~nine months ended September 30, 2024. The change was due to cash used during the period for ~~investing~~ the acquisition of fixed assets in ~~Subsidiary~~the Eco Bio Plastics Michigan purchase.

Net Cash Provided by Financing Activities

During the ~~six~~nine months ~~ending~~ended ~~June~~September 30, 2025, net cash provided by financing activities was $~~420~~1,135,000 ~~compared~~and to$1,208,500, ~~net~~in ~~cash~~the ~~provided~~nine bymonths ~~financing~~ended ~~activities~~September 30, 2024. The current period consisted of ~~$1,208,500~~increase in Notes Payable from affiliated shareholders. In the period ended September 30 2025 a series of restructuring notes payable accounted for the ~~six~~changes the nine months ~~ending~~ended ~~June~~September 30, 2024.

Ability to Continue as a Going Concern

As of ~~June~~September 30, 2025, our balance of cash on hand was $13168,~~615~~620, and we had negative working capital of $3,~~198~~953,~~254~~402 and an accumulated deficit of $3126,~~386~~120,~~280~~538. We are too early in our development stage to project future revenue levels and may not be able to generate sufficient funds to sustain our operations for the next twelve months. Accordingly, we will need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In the event sales do not materialize at the expected rates, management will seek additional financing and will attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our ~~brands~~products is largely dependent on our success in raising additional capital.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

1927

While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company ~~recognizes~~ previously recognized revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s revenues in the current period consisted of the sale of our ~~Pro-11~~ CBD rub, ~~cannisters~~and in the prior period revenues consisted entirely of the sale of seeds. The sale of seeds included multi-element arrangements whereby the Company collected 50% of the sale upon delivery of the sales, and the remaining 50% upon the completion of the harvest, whether the seeds result in a successful crop, or not. In addition, the Company had a right of first refusal to purchase products resulting from the harvest.

Inventory

Inventories are stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our ~~CBD~~cannabis products ~~consisted~~consist of ~~finished~~cannabis ~~goods~~flower grown in-house, along with ~~packaging~~produced extracts and CBD derived products.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier ~~of the~~ date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2025. The term “disclosure controls and procedures,” as defined in ~~Rules~~ Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that ~~information~~ information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, ~~summarized~~ summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, ~~without~~ without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal ~~executive~~ executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, ~~our~~ our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were ~~not~~ not effective as of ~~June~~September 30, 2025.

Changes in Internal Control over Financial Reporting

~~There have~~As ~~been~~part noof ~~significant~~the ~~changes~~preparation inof ~~our~~this ~~internal~~Quarterly ~~control~~Report ~~over~~on ~~financial~~Form ~~reporting (as defined in Rules 13a~~10-~~15(f)~~Q, ~~and 15d-15(f) under~~management ~~the~~identified ~~Exchange~~and ~~Act)~~corrected ora inmisclassification ~~other~~related ~~factors~~to ~~that occurred during~~ the ~~period~~presentation of ~~our~~a ~~evaluation~~bargain orpurchase ~~subsequent~~gain toassociated with the ~~date~~acquisition ~~we carried out our~~of ~~evaluation~~Eco ~~which~~Bio ~~have~~Plastics ~~materially affected~~Midland, orInc. ~~are~~The ~~reasonably~~correction ~~likely~~was tocompleted ~~materially~~prior ~~affect,~~to ~~our~~the ~~internal~~issuance ~~control~~of ~~over~~these financial ~~reporting~~statements. ~~The~~ ~~design~~Management ofhas ~~any~~implemented enhanced ~~system~~review ~~of controls and~~ procedures isover ~~based~~acquisition inaccounting ~~part~~and ~~upon~~financial ~~certain~~statement ~~assumptions~~classification. ~~about~~Based ~~the~~on ~~likelihood~~management’s ~~of future events.~~evaluation ~~There~~as ~~can~~of beSeptember no30, ~~assurance~~2025, ~~that~~disclosure ~~any system of~~ controls and procedures ~~will~~were ~~succeed~~not ineffective; ~~achieving~~however, ~~its~~the ~~stated~~specific ~~goals~~classification ~~under~~issue ~~all potential future~~identified ~~conditions,~~has ~~regardless~~been ~~of how remote~~remediated.

2028

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A.

RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following issuances of equity securities by the Company during the ~~six~~three-month period ~~ended~~ending ~~June~~September 30, 2025, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder:

Common Stock ~~Issued for Services~~:

On June 25, 2025, the Company issued a total of 882,353 shares of common stock to the Company’s then, Chief Financial Officer restricted in accordance with Rule 144. The fair value of the shares was $15,000, based on the closing price of the Company’s common stock on the date of grant.

In connection with the above security issuance, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act. In making the sales without registration under the Securities Act, we relied upon one or more of the exemptions from registration contained in Section 4(2) of the Securities Act, and in Regulation D promulgated under the Securities Act. No general solicitation or advertising was used in connection with the sales.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Submission of Matters to a Vote of Security Holders.

On July 28, 2025, the holder of a majority of the voting power of the Company approved an increase in the number of authorized shares of common stock to 1,000,000,000 shares and to change the name of the Company to “Isiah Enterprises, Inc.”

Securities Trading Plans of Directors and Executive Officers

None of the Company’s directors and officers has adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended ~~June~~ September 30, 2025.

Related-Party Loans

On March 24, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $10,000 from Isiah L. Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate.

On April 21, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received proceeds of $250,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note, bearing interest at 10% per annum, due on demand.

On April 7, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received proceeds of $50,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note, bearing interest at 10% per annum, due on demand.

On April 2, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $10,000 from Isiah L. Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate.

On June 30, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $100,000 from Dr. John McCabe, a significant shareholder, in exchange for a promissory note promissory note due on demand that carries a 10% interest rate. These funds were deposited in an escrow with the CFO, William Rowland, for payment of due diligence and costs related to the acquisition effort acquisition of the assets of Eco Bio Plastic Michigan Inc. from the bankruptcy trustee of its parent company in Japan.

Accounts Payable, Related Party

Accounts payable, related parties, at ~~June~~September 30, 2025, is $27,~~977~~978, representing the total amount due to one of the Company’s directors, on on account.

Subsequent Events involving Eco Bio Plastics Michigan asset acquisition

On July 15, and July 22, 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $40,000 and $20,000, respectively, from an affiliate of Isiah L. Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 10% interest rate. The funds were used primarily to support operating costs at Eco Bio during the transition to EPID LLC, DBA: Eco Bio Plastics Michigan as it took control of the new asset.

As the time of the acquisition, July 11, 2025, of Eco Bio assets approached Isiah L. Thomas, III, our Chairman of the Board and CEO, proposed a secured Exchange Note and Deed of Trust benefitting Dr. John McCabe which would provide collateral for $1,250,000 in advances from Dr. McCabe to support the acquisition and the operation of the new business unit.

Dr. McCabe provided $500,000 in advances in April through June 30, 2025, which will be exchanged for and included in the collateralized note. The Note will cover additional commitments including $415,000 on July 13, 2025, for the purchase of Eco Bio, with $60,000 to be funded August 4, 2025, $90,000 to be funded August 18, 2025, $150,000 to be funded on September 12, 2025, and a future commitment for $75,000. These last payments are to support the carrying costs, acquisition, audit, professional fees, etc. used to complete the transaction. A total commitment of $1,500,000 secured by a Note and Deed of Trust on the acquired facilities. Such note would accrue interest at 12% and be due January 31, 2027, or extended for a change in terms to providing for monthly payments on the 1st of each month beginning February 2027, amortized over a 10-year term, and due January 31, 2028.

Bankruptcy

Effective October 1, 2024, the Company’s Colombian subsidiary, One World Pharma S.A.S. (“OWP Colombia”), entered into a liquidation proceeding pursuant to Colombian Law 1116 of 2006, under which the creditors of a company can request “judicial liquidation” of such company. The proceeding was submitted to the Superintendent of Corporations of Colombia as a substitute to the reorganization proceedings previously filed on December 22, 2023.

The operations of OWP Colombia have previously been deconsolidated. As such, we do not expect judicial liquidation to have a significant impact on the Company’s financial statements.

2129

ITEM 6.

Exhibits

Exhibit		Description
2.1		Agreement and Plan of Merger dated February 21, 2019, among the Company, OWP Merger Subsidiary Inc. and OWP Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2019)
3.1		Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014)
3.2		Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2019)
3.3		Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
3.4		Certificate of Designation of Series A Preferred Stock of the Company dated June 1, 2020 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2020)
3.5		Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014)
3.6		Certificate of Designation of Series B Preferred Stock of the Company dated February 2, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2021)
3.7		Certificate of Designation of Series C Special Preferred Stock
4.1		Promissory Note of the Company in the Principal Amount of $300,000 issued to AJB Capital Investments LLC, dated June 23, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023)
10.1+		2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
10.2+		Form of Stock Option Grant Notice for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
10.3+		Form of Option Agreement for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
10.4+		Letter Agreement between the Company and Isiah L. Thomas, III, dated June 3, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2020)
10.5		Securities Purchase Agreement, dated as of June 23, 2023, between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023)
10.6		Securities Purchase Agreement, dated as of February 7, 2021, between the Company and ISIAH International LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2021)
10.7		Registration Rights Agreement, dated June 23, 2023, between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023)
10.8		Commercial Lease Agreement dated November 26, 2021, between R&B Inversiones S.A.S. and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022)
10.9		Purchase Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022)
10.10		Securities Purchase Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022)
10.11		Registration Rights Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022)
10.12		Convertible Promissory Note Purchase Agreement, dated September 16, 2022, between the Company and Dr. John McCabe (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by One World Products, Inc. on November 14, 2022)
10.13		Convertible Note, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe (incorporated by reference to Exhibit 10.16 of the Form 10-Q filed with the Securities and Exchange Commission by on November 14, 2022)
10.14+		Offer Letter dated April 25, 2023 by and between the Company and Jeorg Sommer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2023)
10.15+		Employment, Confidentiality and Proprietary Rights Agreement, dated July 1, 2024, between the Company and Todd Peterson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2024)
10.16		Exchange Agreement, dated November 8, between the Company and Isiah L. Thomas, III
10.17+		CFO Consulting Agreement dated June 20, 2025, between the Company and William (Bill) Rowland, d/b/a W.P. Rowland Properties Corp.
10.18		Asset Purchase Agreement among the Company, EBPIE, LLC and Eco Bio Plastics Midland, Inc.
10.19		Executive Employment Agreement between EBPIE, LLC and Fukuji Saotome
10.20		Stock Option Grant Notice between the Company and Fukuji Saotome
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

+ Compensatory plan or agreement.

2230

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 thereunto duly authorized.

Date: September 19, 2025.
Date: January 2, 2026
	One World Products, Inc.
	/s/ Isiah L. Thomas III
	Isiah L. Thomas III
	Chief Executive Officer
	(Principal Executive Officer)
	/s/ William Rowland
	William Rowland
	Chief Financial Officer
	(Principal Financial Officer)

2331

Filing Compare · One World Products, Inc.