false Q1 --12-31 0001622244 0001622244 2025-01-01 2025-03-31 0001622244 2025-06-27 0001622244 2025-03-31 0001622244 2024-12-31 0001622244 us-gaap:RelatedPartyMember 2025-03-31 0001622244 us-gaap:RelatedPartyMember 2024-12-31 0001622244 us-gaap:NonrelatedPartyMember 2025-03-31 0001622244 us-gaap:NonrelatedPartyMember 2024-12-31 0001622244 OWPC:SeriesAConvertiblePreferredStockMember 2025-03-31 0001622244 OWPC:SeriesAConvertiblePreferredStockMember 2024-12-31 0001622244 OWPC:SeriesBConvertiblePreferredStockMember 2025-03-31 0001622244 OWPC:SeriesBConvertiblePreferredStockMember 2024-12-31 0001622244 us-gaap:SeriesCPreferredStockMember 2025-03-31 0001622244 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001622244 2024-01-01 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2024-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2024-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2024-12-31 0001622244 us-gaap:CommonStockMember 2024-12-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001622244 OWPC:SubscriptionsPayableMember 2024-12-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001622244 us-gaap:RetainedEarningsMember 2024-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2023-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2023-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2023-12-31 0001622244 us-gaap:CommonStockMember 2023-12-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001622244 OWPC:SubscriptionsPayableMember 2023-12-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001622244 us-gaap:RetainedEarningsMember 2023-12-31 0001622244 2023-12-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001622244 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001622244 OWPC:SubscriptionsPayableMember 2025-01-01 2025-03-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001622244 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001622244 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001622244 OWPC:SubscriptionsPayableMember 2024-01-01 2024-03-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-03-31 0001622244 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2025-03-31 0001622244 us-gaap:CommonStockMember 2025-03-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001622244 OWPC:SubscriptionsPayableMember 2025-03-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001622244 us-gaap:RetainedEarningsMember 2025-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesAConvertiblePreferredStockMember 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesBConvertiblePreferredStockMember 2024-03-31 0001622244 us-gaap:PreferredStockMember OWPC:SeriesCConvertiblePreferredStockMember 2024-03-31 0001622244 us-gaap:CommonStockMember 2024-03-31 0001622244 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001622244 OWPC:SubscriptionsPayableMember 2024-03-31 0001622244 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001622244 us-gaap:RetainedEarningsMember 2024-03-31 0001622244 2024-03-31 0001622244 OWPC:SeriesAConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001622244 OWPC:MergerAgreementMember OWPC:OWPVenturesIncMember 2019-02-21 2019-02-21 0001622244 OWPC:MergerAgreementMember OWPC:OWPVenturesIncMember 2019-02-21 0001622244 OWPC:MergerAgreementMember 2019-02-21 2019-02-21 0001622244 OWPC:MergerAgreementMember 2019-02-21 0001622244 OWPC:OneWorldProductsIncMember 2025-01-01 2025-03-31 0001622244 OWPC:OWPVenturesIncMember 2025-01-01 2025-03-31 0001622244 2024-09-30 0001622244 OWPC:IsiahThomasIIIMember 2025-03-24 2025-03-24 0001622244 OWPC:IsiahThomasIIIMember 2025-03-24 0001622244 srt:ChiefFinancialOfficerMember 2025-03-25 2025-03-25 0001622244 us-gaap:FairValueInputsLevel1Member 2025-03-31 0001622244 us-gaap:FairValueInputsLevel2Member 2025-03-31 0001622244 us-gaap:FairValueInputsLevel3Member 2025-03-31 0001622244 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001622244 us-gaap:FairValueInputsLevel2Member 2024-12-31 0001622244 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteFourMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteFourMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteFiveMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteFiveMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteSixMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteSixMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteSixMember OWPC:JoergSommerMember 2024-03-19 2024-03-19 0001622244 OWPC:UnsecuredPromissoryNoteSevenMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteSevenMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteEightMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteEightMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteNineMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteNineMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteTenMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteTenMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNotesMember us-gaap:RelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNotesMember us-gaap:RelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember OWPC:IsiahLThomasIIIMember 2025-03-24 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember OWPC:DrJohnMcCabeMember 2024-12-26 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember OWPC:IsiahThomasIIIMember 2024-12-16 0001622244 OWPC:UnsecuredPromissoryNoteFourMember OWPC:DrKennethPeregoIIMember 2024-12-16 0001622244 OWPC:UnsecuredPromissoryNoteFiveMember OWPC:DrKennethPeregoIIMember 2024-11-29 0001622244 OWPC:UnsecuredPromissoryNoteSixMember OWPC:JoergSommerMember 2024-03-19 0001622244 OWPC:UnsecuredPromissoryNoteSevenMember OWPC:JoergSommerMember 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteSevenMember OWPC:JoergSommerMember 2024-03-15 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteEightMember OWPC:JohnMcCabeInvestmentsLLCMember 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteEightMember OWPC:JohnMcCabeInvestmentsLLCMember 2024-03-15 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteNineMember OWPC:DrKennethPeregoIIMember 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteNineMember OWPC:DrKennethPeregoIIMember 2024-03-15 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteNineMember OWPC:DrKennethPeregoIIMember 2024-07-26 2024-07-26 0001622244 OWPC:UnsecuredPromissoryNoteTenMember OWPC:IsiahThomasIIIMember 2024-03-15 0001622244 OWPC:UnsecuredPromissoryNoteTenMember OWPC:IsiahThomasIIIMember 2024-03-15 2024-03-15 0001622244 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001622244 us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember us-gaap:NonrelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember us-gaap:NonrelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember OWPC:SDTEquitiesLLCMember OWPC:PurchaseAgreementMember 2024-04-19 2024-04-19 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember us-gaap:NonrelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember us-gaap:NonrelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember us-gaap:NonrelatedPartyMember 2025-03-31 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember us-gaap:NonrelatedPartyMember 2024-12-31 0001622244 OWPC:UnsecuredPromissoryNoteOneMember OWPC:SDTEquitiesLLCMember OWPC:PurchaseAgreementMember 2024-04-19 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember OWPC:AJBCapitalInvestmentsLLCMember OWPC:PurchaseAgreementMember 2024-04-19 2024-04-19 0001622244 OWPC:UnsecuredPromissoryNoteTwoMember OWPC:AJBCapitalInvestmentsLLCMember OWPC:PurchaseAgreementMember 2024-04-19 0001622244 OWPC:UnsecuredPromissoryNoteThreeMember OWPC:LDL8ConsultingLLCMember 2023-08-18 0001622244 OWPC:NotespayableMember 2025-01-01 2025-03-31 0001622244 OWPC:NotespayableMember 2024-01-01 2024-12-31 0001622244 OWPC:NotespayableMember 2025-03-31 0001622244 OWPC:NotespayableMember 2024-12-31 0001622244 OWPC:NotespayableMember 2025-01-01 2025-03-31 0001622244 OWPC:NotespayableMember 2024-01-01 2024-03-31 0001622244 OWPC:SeriesAConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001622244 us-gaap:SeriesAPreferredStockMember 2025-03-31 0001622244 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001622244 us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-03-31 0001622244 OWPC:TysadcoPartnersLLCMember OWPC:ELOCPurchaseAgreementMember 2022-09-01 2022-09-01 0001622244 OWPC:TysadcoPartnersLLCMember OWPC:ELOCPurchaseAgreementMember us-gaap:CommonStockMember 2022-09-01 2022-09-01 0001622244 OWPC:AdvisorAgreementMember 2023-08-22 2023-08-22 0001622244 srt:PresidentMember 2023-05-23 2023-05-23 0001622244 srt:PresidentMember srt:MaximumMember 2023-05-23 2023-05-23 0001622244 OWPC:AdvisorAgreementMember 2023-05-23 2023-05-23 0001622244 srt:PresidentMember us-gaap:CommonStockMember 2023-05-23 2023-05-23 0001622244 srt:PresidentMember us-gaap:CommonStockMember srt:MaximumMember 2023-05-23 2023-05-23 0001622244 OWPC:ScenarioOneMember 2023-05-23 2023-05-23 0001622244 OWPC:ScenarioTwoMember 2023-05-23 2023-05-23 0001622244 OWPC:ScenarioThreeMember 2023-05-23 2023-05-23 0001622244 OWPC:ScenarioFourMember 2023-05-23 2023-05-23 0001622244 OWPC:SDTEquitiesNoteMember 2024-04-19 0001622244 OWPC:SDTEquitiesNoteMember 2024-04-19 2024-04-19 0001622244 OWPC:FourthAJBNoteMember 2024-04-19 0001622244 OWPC:FourthAJBNoteMember 2024-04-19 2024-04-19 0001622244 OWPC:ThirdAJBNoteMember 2024-04-19 2024-04-19 0001622244 us-gaap:SeriesBPreferredStockMember 2025-03-31 0001622244 us-gaap:SeriesCPreferredStockMember us-gaap:PreferredStockMember 2024-10-10 0001622244 OWPC:BoardOfDirectorsMember OWPC:TwoThousandNineteenStockIncentivePlanMember 2020-02-12 0001622244 OWPC:TwoThousandNineteenStockIncentivePlanMember 2025-01-01 2025-03-31 0001622244 OWPC:TwoThousandNineteenStockIncentivePlanMember 2025-03-31 0001622244 OWPC:OfficersDirectorsAndEmployeesMember 2025-01-01 2025-03-31 0001622244 OWPC:OfficersDirectorsAndEmployeesMember 2024-01-01 2024-03-31 0001622244 OWPC:OfficersDirectorsAndEmployeesMember 2025-03-31 0001622244 OWPC:DrJohnMcCabeMember us-gaap:SubsequentEventMember 2025-04-21 2025-04-21 0001622244 OWPC:DrJohnMcCabeMember us-gaap:SubsequentEventMember 2025-04-21 0001622244 OWPC:DrJohnMcCabeMember us-gaap:SubsequentEventMember 2025-04-07 2025-04-07 0001622244 OWPC:DrJohnMcCabeMember us-gaap:SubsequentEventMember 2025-04-07 0001622244 OWPC:IsiahThomasIIIMember us-gaap:SubsequentEventMember 2025-04-02 2025-04-02 0001622244 OWPC:IsiahThomasIIIMember us-gaap:SubsequentEventMember 2025-04-02 0001622244 OWPC:MrRowlandMember us-gaap:SubsequentEventMember 2025-06-20 2025-06-20 0001622244 srt:ChiefFinancialOfficerMember us-gaap:SubsequentEventMember 2025-06-25 2025-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:COP OWPC:Integer utr:sqft OWPC:Segment

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 March 31, 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

(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 June 27, 2025 was 110,108,774.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		1
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 4.	CONTROLS AND PROCEDURES	21
PART II - OTHER INFORMATION		22
ITEM 1.	Legal Proceedings	22
ITEM 1A.	RISK FACTORS	22
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
ITEM 5.	OTHER INFORMATION	22
ITEM 6.	EXHIBITS	23
	SIGNATURES	24

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ONE WORLD PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
	(Unaudited)
Assets

Current assets:
Cash	$	361		$	42,456
Accounts receivable		179			114
Inventory		12,467			16,226
Prepaid expenses		11,656			9,504
Total current assets		24,663			68,300

Total Assets	$	24,663		$	68,300

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable	$	615,336		$	594,059
Accrued expenses		771,725			651,250
Dividends payable		271,489			256,732
Notes payable, related parties, current maturities		82,195			72,195
Notes payable, net of $-0- and $40,647 of debt discounts at March 31, 2025 and December 31, 2024, respectively		1,635,000			1,594,353
Notes payable, net		1,635,000			1,594,353
Total current liabilities		3,375,745			3,168,589

Notes payable, related parties, long-term portion, net of $6,567 and $7,389 of debt discounts at March 31, 2025 and December 31, 2024, respectively		2,087,414			2,086,592

Total Liabilities		5,463,159			5,255,181

Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 114,733 shares issued and outstanding at March 31, 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 March 31, 2025 and December 31, 2024		3,577,515			3,577,515
Convertible preferred stock value		3,577,515			3,577,515

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 8,899,900 shares authorized; 100 shares of Series C preferred stock issued and outstanding at March 31, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.001 par value, 1,000,000,000 shares authorized; 109,226,421 and 108,531,976 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		109,226			108,532
Additional paid-in capital		20,847,797			20,844,440
Accumulated (deficit)		(31,120,364	)		(30,864,698	)
Total Stockholders’ Equity (Deficit)		(10,163,341	)		(9,911,726	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	24,663		$	68,300

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2025			2024
	For the Three Months Ended
	March 31,
	2025			2024

Revenues	$	1,371		$	282
Cost of goods sold		295			49
Gross loss		1,076			233

Operating expenses:
General and administrative		98,668			198,847
Professional fees		28,308			578,671
Total operating expenses		126,976			777,518

Operating loss		(125,900	)		(777,285	)

Other income (expense):
Loss on early extinguishment of debt		-			(724,086	)
Loss on deconsolidation of foreign subsidiaries		-			(97,672	)
Interest expense		(129,766	)		(101,979	)
Total other expense		(129,766	)		(923,737	)

Net loss	$	(255,666	)	$	(1,701,022	)

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

Net other comprehensive loss	$	(255,666	)	$	(1,743,350	)
Series A convertible preferred stock declared ($0.60 per share)		(14,757	)		(14,916	)
Net loss attributable to common shareholders	$	(270,423	)	$	(1,758,266	)

Weighted average number of common shares
outstanding - basic and diluted		117,244,939			86,930,048

Net loss per share - basic and diluted	$	(0.00	)	$	(0.02	)

Dividends declared per share of common stock	$	0.00		$	0.00

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		Shares		Amount		Capital			Payable		Loss		Deficit			(Deficit)
For the Three Months Ended March 31, 2025
	Series A Convertible				Series B Convertible				Series C								Additional					Accumulated Other					Total Stockholders’
	Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive		Accumulated			Equity
	Shares		Amount		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		100	$	-		108,531,976	$	108,532	$	20,844,440		$	-	$	-	$	(30,864,698	)	$	(9,911,726	)

Common Stock issued for services		-		-		-		-		-		-		694,445		694		14,306			-		-		-			15,000

Amortization of common stock options issued for services		-		-		-		-		-		-		-		-		3,808			-		-		-			3,808

Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		-		-		(14,757	)		-		-		-			(14,757	)

Net loss		-		-		-		-		-		-		-		-		-			-		-		(255,666	)		(255,666	)

Balance, March 31, 2025		114,733	$	1,147,330		238,501	$	3,577,515		100	$	-		109,226,421	$	109,226	$	20,847,797		$	-	$	-	$	(31,120,364	)	$	(10,163,341	)

For the Three Months Ended March 31, 2024
	Series A Convertible				Series B Convertible				Series C								Additional					Accumulated Other						Total Stockholders’
	Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive			Accumulated			Equity
	Shares		Amount		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		-		-		-		-		-		-		7,149,621		7,150		460,236			24,695		-			-			492,081

Common Stock issued for debt commitment fees		-		-		-		-		-		-		2,750,000		2,750		80,543			-		-			-			83,293

Common stock issued to debt holder in escrow, to be cancelled		-		-		-		-		-		-		10,394,610		10,394		(10,394	)		-		-			-			-

Common stock issued pursuant to debt modifications		-		-		-		-		-		-		10,971,000		10,971		713,115			-		-			-			724,086

Amortization of common stock options issued for services		-		-		-		-		-		-		-		-		3,852			-		-			-			3,852

Series A convertible preferred stock dividend declared ($0.60 per share)		-		-		-		-		-		-		-		-		(14,916	)		-		-			-			(14,916	)
Series A convertible preferred stock dividend declared		-		-		-		-		-		-		-		-		(14,916	)		-		-			-			(14,916	)

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

Net loss		-		-		-		-		-		-		-		-		-			-		-			(1,701,022	)		(1,701,022	)

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		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	)

See accompanying notes to condensed consolidated financial statements.

ONE WORLD PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(255,666	)	$	(1,701,022	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on early extinguishment of debt		-			724,086
Amortization of debt discounts		41,469			46,030
Common stock issued for services		15,000			492,081
Stock options issued for services		3,808			3,852
Decrease (increase) in assets:
Accounts receivable		(65	)		(282	)
Inventory		3,759			(26,257	)
Other current assets		(2,152	)		(18,498	)
Increase (decrease) in liabilities:
Accounts payable		21,277			90,311
Accrued expenses		120,475			139,949
Net cash used in operating activities		(52,095	)		(249,750	)

Cash flows from financing activities
Proceeds from notes payable, related parties		10,000			347,000
Proceeds from notes payable		-			285,000
Repayments of notes payable		-			(300,000	)
Net cash provided by financing activities		10,000			332,000

Effect of exchange rate changes on cash		-			(42,328	)

Net increase (decrease) in cash		(42,095	)		39,922
Cash - beginning		42,456			726
Cash - ending	$	361		$	40,648

Supplemental disclosures:
Interest paid	$	-		$	10,500
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Dividends payable	$	14,757		$	14,916
Value of debt discounts attributable to commitment shares to related parties	$	-		$	9,839
Value of debt discounts attributable to commitment shares	$	-		$	73,454

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”), which is the parent company of One World Pharma SAS, a Colombian Simplified Shares Company (“OWP SAS”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP SAS) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price the Company sold its common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are expected to be outside of the United States. On 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 effect 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 effected solely to effect the change of the Company’s name, and had no effect on the Company’s officers, directors, operations, assets or liabilities.

OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP SAS. OWP SAS was a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). The Company had intended to be a producer of and/or source raw and processed cannabis and hemp plant ingredients for both medical and industrial uses across the globe. The Company received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, the Company was one of the few companies in Colombia to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. The Company owned approximately 30 acres and had a covered greenhouse built specifically to cultivate high-grade cannabis and hemp.

Basis of Presentation

The accompanying consolidated financial statements 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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 March 31, 2025:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
One World Products, Inc.⁽¹⁾	Nevada	Parent
OWP Ventures, Inc.⁽²⁾	Delaware	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.

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.

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.

Segment Reporting

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates as a single segment, consisting of its CBD sales operations in the United States. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on the consolidated operating segment for the distribution of its products.

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 in excess of FDIC insured limits at March 31, 2025, and has not experienced any losses in such accounts.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes 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 CBD rub, 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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 products consisted of finished goods, along with packaging.

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 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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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.

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 March 31, 2025, our balance of cash on hand was $361, and we had negative working capital of $3,351,082 and an accumulated deficit of $31,120,364. 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 would 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 as to 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.

Note 3 – Related Party Transactions

Debt Financing

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.

Common Stock Issued for Services

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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 4 – 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 March 31, 2025 and December 31, 2024, respectively:

	Level 1		Level 2			Level 3
	Fair Value Measurements at March 31, 2025
	Level 1		Level 2			Level 3
Assets
Cash	$	361	$	-		$	-
Total assets		361		-			-
Liabilities
Notes payable, related parties, net of $6,567 of debt discounts		-		2,087414			-
Notes payable		-		1,635,000			-
Total liabilities		-		(3,722,414	)		-
Fair Value, Net Asset (Liability)	$	361	$	(3,722,414	)	$	-

	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, net of $40,647 of debt discounts		-		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 ended March 31, 2025 or the year ended December 31, 2024.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5 – Inventory

Note 6 – Prepaid Expenses

Prepaid expenses consisted of the following at March 31, 2025 and December 31, 2024, respectively:

Schedule of Prepaid Expenses

	March 31,		December 31
	2025		2024
Prepaid virtual office rent	$	95	$	95
Prepaid audit fees		7,500		-
Prepaid license fees		1,414		2,813
Prepaid OTC markets listing fees		1,400		5,600
Prepaid professional fees		1,247		996
Total prepaid expenses	$	11,656	$	9,504

Note 7 – Accrued Expenses

Accrued expenses consisted of the following at March 31, 2025 and December 31, 2024, respectively:

Schedule of Accrued Expenses

	March 31,		December 31,
	2025		2024
Accrued compensation	$	493,018	$	451,018
Accrued payroll taxes		-		9,822
Accrued interest		278,707		190,410
Accrued expenses	$	771,725	$	651,250

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8 – Notes Payable, Related Parties

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

Schedule of Notes Payable Related Party

	March 31,		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 $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 of 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

Total notes payable, related parties		2,176,176		2,166,176
Less: unamortized debt discounts		6,567		7,389
Notes payable, related parties, net of discounts		2,169,609		2,158,787
Less: current maturities		82,195		72,195
Notes payable, related parties, long-term portion	$	2,087,414	$	2,086,592

The Company recorded interest expense pursuant to the stated interest rates on the notes payable, related parties, in the amount of $40,913 and $29,686 for the three months ended March 31, 2025 and 2024, respectively, including $822 and $110 on the amortization of debt discounts for the three months ended March 31, 2025 and 2024, respectively.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 9 – Notes Payable

Schedule of Notes Payable

	March 31,		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 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, 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	$	-	$	-

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company recognized aggregate debt discounts on the notes payable to for the three months ended March 31, 2025, as follows:

	March 31,		December 31,
	2025		2024

Fair value of commitment shares of common stock	$	153,638	$	153,638
Fair value of pre-funded warrants		351,638		351,638
Original issue discounts		188,000		188,000
Legal and brokerage fees		43,500		43,500
Total debt discounts		736,776		736,776
Amortization of debt discounts		499,308		696,129
Unamortized debt discounts	$	237,468	$	40,647

The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $48,205 and $11,250 for the three months ended March 31, 2025 and 2024, respectively.

The Company recognized interest expense for the three months ended March 31, 2025 and 2024, as follows:

Schedule of Interest Expenses

	March 31,		March 31,
	2025		2024

Interest on convertible notes, related party	$	-	$	15,123
Interest on notes payable, related parties		40,091		29,576
Interest on notes payable		48,205		11,250
Amended warrants		-		-
Amortization of debt discounts, related parties		822		110
Amortization of debt discounts, common stock		5,541		23,555
Amortization of debt discounts, warrants		24,296		-
Amortization of debt discounts		10,811		22,365
Total interest expense	$	129,766	$	101,979

Note 10 – Convertible Preferred Stock

Preferred Stock

The Company has 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 March 31, 2025, there were 114,733 and 238,501 shares of Series A Preferred Stock and Series B Preferred Stock, respectively, issued and outstanding. The Series A and B 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.

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.

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 $14,757 and $14,916 for the three months ended March 31, 2025 and 2024, respectively. A total of $271,489 of dividends had accrued as of March 31, 2025.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 11 – 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 March 31, 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. 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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Contingent Compensation

On August 22, 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.

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 $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

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.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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 billion shares of common stock with a par value of $0.001, as amended on October 15, 2024. As of March 31, 2025, there were 109,226,421 shares of common stock issued and outstanding.

Common Stock Issued for Services, Related Parties

Amortization of Stock-Based Compensation

A total of $3,808 and $3,852 of stock-based compensation expense was recognized from the amortization of options to purchase common stock over their vesting period during the three months ended March 31, 2025 and 2024, respectively.

Note 13 – 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 to purchase an aggregate total of 10,892,000 shares of common stock at a weighted average strike price of $0.14, exercisable over a weighted average life of 5.99 years were outstanding as of March 31, 2025.

The Company recognized a total of $3,808 and $3,852 of compensation expense during the three months ended March 31, 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 $10,240 as of March 31, 2025.

Note 14 – Warrants

Outstanding Warrants

Warrants to purchase an aggregate total of 24,178,317 shares of common stock at a weighted average strike price of $0.18, exercisable over a weighted average life of 4.6 years were outstanding as of March 31, 2025.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 15 – Segment Reporting

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).

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 three months ended March 31, 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. At March 31, 2025, the Company had approximately $11,563,000 of federal net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2025.

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 March 31, 2025 and December 31, 2024, respectively.

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

Note 17 – 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:

Debt Financing, Related Parties

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.

Departure and Appointment of Officers

On May 7, 2025, the Company’s Chief Financial Officer resigned effective June 30, 2025.

On June 20, 2025, the Company entered into a CFO Consulting Agreement (the “Rowland Agreement”) with William (Bill) Rowland, ASHE, CSI, CPA, pursuant to which Mr. Rowland will serve as the Company’s Interim Chief Financial Officer effective July 1, 2025. The term of the Rowland Agreement shall extend for an as-yet undetermined period of time that is mutually agreeable to both the Company and Mr. Rowland, unless terminated by either party upon 30-days’ notice. Under the Rowland Agreement, Mr. Rowland is to be compensated at the rate of $200 per hour, payable in arrears.

Common Stock Issued for Services, Related Parties

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.

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

We are currently focused on research and development activities involving sustainable industrial help solutions. These solutions enable automakers to reduce their carbon footprint and support environmental initiatives within the automotive supply chain. In October of 2024, we partnered with other companies in the automotive industry to produce 1,400 reusable hemp-based molded reusable totes, designed to move and protect automotive parts through the supply chain. We are actively seeking to raise capital and further research and development in this area. If successful, we intend to produce these hemp-based materials for a variety of applications, starting with automotive component applications.

Due to challenging economic conditions and under prior management, OWP SAS experienced significant operational and managerial challenges, resulting in the accumulation of approximately $1.2 million of past due financial obligations. Without adequate resources and in an effort to forestall the imposition of interest, late charges, fines and any court-mandated order(s) to cease operations, 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. On October 1, 2024, the Company amended its filing with the Court to change from a Reorganization Proceeding to a liquidation of its assets, primarily consisting of the farm in Popayán and equipment. The Company has deconsolidated its foreign subsidiaries to include the petitioning entity, OWP SAS, as well as the Company’s non-operating shell entities, Agrobase, S.A.S. and Hope Colombia, S.A.S., given the lack of independently identifiable operations. The deconsolidation resulted in a loss on deconsolidation of foreign subsidiaries in the amount of $1,564,823 for the year ended December 31, 2023. In addition, the Company recognized a loss on investment of $245,272 for the year ended December 31, 2024, related to the subsequent support of the bankruptcy proceedings.

On May 15, 2024, OWP Ventures, Inc., acquired Pétalo Pharmaceutical, S.A.S. (“Pétalo”), a Company located in Colombia and legally constituted as a simplified stock company that owns licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes from the free trade zone in Colombia. Pétalo had no operations, other than obtaining four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export from the free trade zone, which we intended to establish an export business using these licenses. During the fourth quarter of 2024, we dissolved this entity, resulting in $75,000 of impairment expense.

We also entered into a strategic partnership with Stephen Marley’s Kx Family Care in 2024 in which we purchased 2,000 units of CBD products, which we white labeled as Pro-11 and began selling online. There can be no assurances that this strategic partnership will generate significant revenues or be profitable for the Company.

Results of Operations for the Three Months Ended March 31, 2025 and 2024:

The following table summarizes selected items from the statement of operations for the three months ended March 31, 2025 and 2024.

	Three Months Ended March 31,						Increase /
	2025			2024			(Decrease)
Revenues	$	1,371		$	282		$	1,089
Cost of goods sold		295			49			246
Gross profit		1,076			233			843

Operating expenses:
General and administrative		98,668			198,847			(100,179	)
Professional fees		28,308			578,671			(550,363	)
Total operating expenses:		126,976			777,518			(650,542	)

Operating loss		(125,900	)		(777,285	)		(651,385	)

Total other expense		(129,766	)		(923,737	)		(793,971	)

Net loss	$	(734,599	)	$	(1,701,022	)	$	(1,445,356	)

Revenues

Revenues during the three months ended March 31, 2025 were $1,371, compared to $282 during the three months ended March 31, 2024, an increase of $1,089, or 386%. Revenues were generated by sales of our CBD product, which has experienced modest growth.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2025 were $295, compared to $49 for the three months ended March 31, 2024, an increase of $246, or 502%. Cost of goods sold for our CBD product consists primarily of finished goods sold. Costs of goods sold increased commensurate with our increased sales of CBD products. Our profit margin during the three months ended March 31, 2025 was 78%, compared to 83% for the three months ended March 31, 2024.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2025 were $98,668, compared to $198,847 during the three months ended March 31, 2024, a decrease of $100,179, or 50%. 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 decreased advertising, promotion, and salaries and wages in the current period. General and administrative expenses included non-cash, stock-based compensation of $15,000 and $33,000 during the three months ended March 31, 2025 and 2024, respectively.

Professional Fees

Professional fees for the three months ended March 31, 2025 were $28,308, compared to $578,671 during the three months ended March 31, 2024, a decrease of $550,363, or 95%. Professional fees included non-cash, stock-based compensation of $3,808 and $462,933 during the three months ended March 31, 2025 and 2024, respectively. Professional fees decreased primarily due to decreased stock-based compensation issued to directors and consultants during the current period.

Other Income (Expense)

Other expenses, on a net basis, for the three months ended March 31, 2025 were $129,766, compared to other expenses, on a net basis, for the three months ended March 31, 2024 of $923,737, a decrease in net expenses of $793,971, or 86%. Other expenses consisted of $129,766 of interest expense, including $30,658 of stock-based finance costs on the amortization of debt discounts for the three months ended March 31, 2025, compared to an early extinguishment of debt in the amount of $724,086 related to common stock issued to related parties as commitment shares on debt modifications, a $97,672 loss on deconsolidation of foreign subsidiaries, and $101,979 of interest expense, including $46,030 of stock-based finance costs on the amortization of debt discounts for the three months ended March 31, 2024.

Net Loss

Net loss for the three months ended March 31, 2025 was $255,666, or $0.00 per share, compared to $1,701,022, or $0.02 per share, during the three months ended March 31, 2024, a decrease of $1,445,356, or 85%. The net loss decreased primarily due to the absence of $724,086 of losses on early extinguishment of debt and $97,672 related to the loss on deconsolidation of foreign subsidiaries that was incurred in the prior period.

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 three months ended March 31, 2025 and 2024:

	2025			2024
Operating Activities	$	(52,095	)	$	(249,750	)
Financing Activities		10,000			332,000
Effect of Exchange Rate Changes on Cash		-			(42,328	)
Net Increase (Decrease) in Cash	$	(42,095	)	$	39,922

Net Cash Used in Operating Activities

During the three months ended March 31, 2025, net cash used in operating activities was $52,095, compared to net cash used in operating activities of $249,750 for the three months ended March 31, 2024. The cash used in operating activities was primarily attributable to our net loss.

Net Cash Provided by Financing Activities

During the three months ended March 31, 2025, net cash provided by financing activities was $10,000, compared to net cash provided by financing activities of $332,000 for the three months ended March 31, 2024. The current period consisted of $10,000 of proceeds received on debt financing, compared to $285,000 of proceeds received on debt financing, $347,000 of proceeds received on debt financing received by related parties, as partially offset by $300,000 of debt repayments during the three months ended March 31, 2024.

Ability to Continue as a Going Concern

As of March 31, 2025, our balance of cash on hand was $361, and we had negative working capital of $3,351,082 and an accumulated deficit of $31,120,364. 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.

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.

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

Inventory

Stock-Based Compensation

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 March 31, 2025. The term “disclosure controls and procedures,” as defined in 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 required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, 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 and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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 following issuances of equity securities by the Company during the three-month period ended March 31, 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 March 25, 2025, the Company issued 694,445 shares of common stock, restricted in accordance with Rule 144, to the Company’s Chief Financial Officer for services provided.

In connection with the above security issuances, 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.

All of these transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering. We did not pay any underwriting discounts or commissions in any of these transactions. The recipients of securities in each of these transactions represented their intention to acquire these securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

On April 21, 2025, the Company 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.

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)
2.2		Agreement and Plan of Merger dated October 11, 2021, between One World Pharma, Inc. and One World Products, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)
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		Articles of Merger Pursuant to NRS 92A.200 as filed with the Nevada Secretary of State on November 23, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)
3.8		Certificate of Designation of Series C Preferred Stock of the Company, dated October 10, 2024 (incorporated by reference to exhibit 3.7 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission by One World Products, Inc. on November 14, 2024)
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)
4.2		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)
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.

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: June 30, 2025

	One World Products, Inc.

	/s/ Isiah L. Thomas III
	Isiah L. Thomas III
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Todd Peterson
	Todd Peterson
	Chief Financial Officer
	(Principal Financial Officer)

One World Products, Inc. 10-Q