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

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

~~9030 Seward Park Ave, S, #501, Seattle, WA 98118~~6160 Plumas Street, Suite 100, Reno, NV89519

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 ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

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).

As of November ~~6, 2017~~10, 2021 there were ~~60,737,336~~251,592,843shares of common stock issued and outstanding.

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance, or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

~~DIEGO PELLICER WORLDWIDE, INC.~~Diego Pellicer Worldwide, Inc.

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Condensed Consolidated Balance Sheets

~~(Unaudited)~~

	September 30,			December 31,
	2021			2020
	(Unaudited)
Assets

Current assets:
Cash	$	273,408		$	327,864
Accounts receivable		574,826			523,958
Prepaid expenses		—			11,275

Total current assets		848,234			863,097

Other receivables		605,931			1,030,422
Security deposits		90,000			90,000
Right of use assets		1,360,775			1,062,592

Total assets	$	2,904,940		$	3,046,111

Liabilities and deficiency in stockholders' equity

Current liabilities:
Accounts payable	$	496,191		$	526,377
Accrued payable - related parties		1,204,175			1,332,756
Accrued expenses		1,064,443			931,825
Notes payable - related party		140,958			140,958
Notes payable		133,403			133,403
Convertible notes		2,941,274			3,239,274
Derivative liabilities		3,560,066			5,997,865
Lease liabilities		373,339			327,685
Warrant liabilities		863			476

Total current liabilities		9,914,712			12,630,619

Notes payable - long term		150,000			206,444
Lease liabilities, net of current portion		985,032			715,488

Total liabilities		11,049,744			13,552,551

Redeemable convertible preferred stock, Series C, par value $.00001 per share; 1,500,000 shares authorized, 113,850 and 0 shares issued and outstanding, net of discount of $82,970 and $0, respectively,		37,056			—

Deficiency in stockholders' equity:

Preferred stock, Series A, par value $.0001 per share; 13,000,000 shares authorized, NaN issued and outstanding		—			—
Common stock, par value $.000001 per share;840,000,000 shares authorized, 239,129,265 and 217,271,495 shares issued and outstanding, respectively		238			216
Additional paid-in capital		45,555,862			44,554,119
Stock to be issued		164,714			49,225
Accumulated deficit		(53,902,674	)		(55,110,000	)

Total deficiency in stockholders' equity		(8,181,860	)		(10,506,440	)

Total liabilities and deficiency in stockholders'
equity	$	2,904,940		$	3,046,111

September 30, 2017 December 31, 2016
(Unaudited)
Assets

Current assets:
Cash and cash equivalents $ 107,462 $ 51,333
Accounts receivable 25,355 -
Prepaid expenses 78,746 �� 482,765
Inventory 29,975 47,025
Deferred rent receivable 20,867 -
Total current assets 262,405 581,123
Property and equipment net 517,838 758,112
Investments at cost - 43,333
Security deposits 320,000 320,000

Total assets $ 1,100,243 $ 1,702,568

Liabilities and deficiency in stockholders’ equity

Current liabilities:
Accounts payable $ 495,619 $ 823,797
Accrued payable - related party 743,166 509,294
Accrued expenses 186,499 1,207,803
Notes payable - related party 307,312 307,312
Notes payable 126,000 1,310,678
Convertible notes, net of discount 369,162 334,156
Deferred rent 77,182 107,957
Deferred revenue 53,000 53,000
Derivative liabilities 4,767,377 338,282
Warrant liabilities 379,084 -

Total current liabilities 7,504,401 4,992,279

Deferred revenue 275,500 316,000

Total liabilities 7,779,901 5,308,279

Deficiency in stockholders’ equity:

Preferred stock, Series A and B, par value $.0001 per share; 5,000,000 shares authorized, none issued and outstanding - -
Common stock, par value $.000001 per share; 95,000,000 shares authorized, 57,008,298and 49,081,878 shares outstanding as of September 30, 2017 and December 31, 2016, respectively, 57 49
Additional paid-in capital 26,791,545 24,508,365
Stock to be issued 6,986,424 -
Accumulated deficit (40,457,684 ) (28,114,125 )

Total deficiency in stockholders’ equity (6,679,658 ) (3,605,711 )

Total liabilities and deficiency in stockholders’ equity $ 1,100,243 $ 1,702,568

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

~~DIEGO PELLICER WORLDWIDE, INC.~~Diego Pellicer Worldwide, Inc.

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020

Revenues
Net rental revenue	$	198,505		$	351,502		$	582,010		$	1,080,382
Rental expense		(157,466	)		(283,916	)		(475,521	)		(857,535	)
Gross profit		41,039			67,586			106,489			222,847

Operating expenses:
General and administrative expenses		221,289			356,305			695,787			885,960
Selling expense		8,870			9,552			26,679			24,593
Loss from operations		(189,120	)		(298,271	)		(615,977	)		(687,706	)

Other income (expense)
Interest income		14,931			36,279			69,511			102,058
Other income		—			7,839			—			7,839
Forgiveness of debt income		—			—			56,908			—
Interest expense		(150,487	)		(207,427	)		(534,070	)		(1,502,058	)
Lease termination payments		33,851			—			101,554			—
Extinguishment of debt		—			(677	)		389,550			1,255
Change in derivative liabilities		1,093,766			(372,217	)		2,824,050			1,095,821
Change in value of warrants		1,678			362			(387	)		334
Total other income (loss), net		993,739			(535,841	)		2,907,116			(294,751	)

Provision for taxes		—			—			—			—
Net income (loss)		804,619			(834,112	)		2,291,139			(982,457	)
Deemed dividend on preferred stock		(34,053	)		(6,092	)		(1,083,813	)		(136,701	)
Net income (loss) attributable to common stockholders	$	770,566		$	(840,204	)	$	1,207,326		$	(1,119,158	)

Income (loss) per share - basic	$	0.00		$	(0.01	)	$	0.01		$	(0.01	)
Income (loss) per share - diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average common shares outstanding - basic		227,062,642			150,791,163			223,316,795			136,131,006
Weighted average common shares outstanding - diluted		453,484,157			150,791,163			1,688,135,003			136,131,006

Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016

REVENUES
Net Rental Revenue $ 297,428 $ 90,334 $ 1,152,425 $ 313,202
Rental Expense (191,556 ) (257,599 ) (828,677 ) (831,262 )
Gross Profit 105,872 (167,265 ) 323,748 (518,060 )

Operating expenses:
General and administrative expenses
871,217
738,532
3,439,038
4,081,460
Selling Expense 37,855 5,009 71,744 5,009
Depreciation Expense 108,710 - 348,209 -
Income (Loss) from Operations
(911,910
) (910,806 )
(3,535,243
) (4,604,529 )

Other Income (Expense)
Licensing Revenue 13,500 13,500 40,500 40,500
Other Income (Expense) 5,978 51,808
Interest Expense (1,230,865 ) (111,254 ) (1,965,863 ) (216,910 )
Impairment Loss - (727,224 ) (82,478 ) (727,224 )
Extinguishment of Debt 1,450,856 (4,156,980 )
Change in Derivative Liabilities (3,310,838 ) (136,485 ) (2,316,219 ) (30,149 )
Change in Value of Warrants (67,868 ) (379,084 )
Total Other Income (Loss) (3,139,237 ) (961,463 ) (8,808,316 ) (933,783 )

Provision for taxes
NET INCOME (LOSS) $
(4,051,147
) $ (1,872,269 ) $
(12,343,559
) $ (5,538,312 )

Loss per share - basic and diluted
(0.07
) $ (0.04 )
(0.24
) $ (0.14 )

Weighted average common shares outstanding - basic and diluted 54,208,198 43,505,355 51,483,444 40,891,947

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DIEGO PELLICER WORLDWIDE, ~~INC.~~INC

~~CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW~~Condensed Consolidated Statements of Stockholders' Deficit

For the Three and Nine Months Ended September 30, 2021 and 2020

(Unaudited)

	Redeemable Convertible Preferred Stock Shares			Amount			Common Stock Shares		Amount		Preferred Stock Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Common Stock to be issued			Total
Balance - December 31, 2020		0		$	—			217,271,495		216		—		—	$	44,554,119	$	(55,110,000	)	$	49,225		$	(10,506,440	)
Issuance of common shares for services		—			—			30,000		—		—		—		1,915		—			2,000			3,915
Issuance of common shares for services - related parties		—			—			—		—		—		—		—		—			24,843			24,843
Common stock issued upon conversion of notes payable and accrued interest		—			—			5,026,413		5		—		—		705,630		—			—			705,635
Series C preferred stock issued for cash, net of costs and discounts		293,700			—			—		—		—		—		—		—			—			—
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			13,155			—		—		—		—		—		(13,155	)		—			(13,155	)
Deemed dividends related to conversion feature of Series C preferred stock		—			—			—		—		—		—		—		(992,671	)		—			(992,671	)
Net income		—			—			—		—		—		—		—		816,280			—			816,280
Balance - March 31, 2021		293,700			13,155			222,327,908		221						45,261,664		(55,299,546	)		76,068			(9,961,593	)

Issuance of common shares for services		—			—			1,137,826		1		—		—		15,999		—			(14,000	)		2,000
Issuance of common shares for services - related parties		—			—			1,967,714		2		—		—		30,974		—			29,835			60,811
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			43,934			—		—		—		—		—		(43,934	)		—			(43,934	)
Net income		—			—			—		—		—		—		—		670,240			—			670,240
Balance - June 30, 2021		293,700		$	57,089			225,433,448	$	224		—	$	—	$	45,308,637	$	(54,673,240	)	$	91,903		$	(9,272,476	)

Issuance of common shares for services		—			—			—		—		—		—		—		—			2,000			2,000
Issuance of common shares for services - related parties		—			—			—		—		—		—		—		—			70,811			70,811
Conversion of preferred shares into common shares		(179,850	)		(57,642	)		13,695,817		14		—		—		247,225		—			—			247,239
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			37,609			—		—		—		—		—		(34,053	)		—			(34,053	)
Net income		—			—			—		—		—		—		—		804,619			—			804,619
Balance - September 30, 2021		113,850		$	37,056			239,129,265	$	238		—	$	—	$	45,555,862	$	(53,902,674	)	$	164,714		$	(8,181,860	)

	Redeemable Convertible Preferred Stock Shares			Amount			Common Stock Shares		Amount					Additional Paid-in Capital		Accumulated Deficit			Common Stock to be issued			Total
Balance - December 31, 2019		140,000		$	8,750			113,926,332	$	114	—		—	$	43,478,139	$	(51,968,902	)	$	127,261		$	(8,363,388	)
Issuance of common shares for services		—			—			—		—	—		—		—		—			2,003			2,003
Issuance of common shares for services - related parties		—			—			—		—	—		—		—		—			27,026			27,026
Common stock issued upon conversion of notes payable and accrued interest		—			—			13,767,631		14	—		—		169,723		—			—			169,737
Series C preferred stock issued for cash, net of costs and discounts		55,800			—			—		—	—		—		—		—			—			—
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			19,588			—		—	—		—		—		(19,588	)		—			(19,588	)
Fair value of warrants and options granted for services		—			—			—		—	—		—		40,595		—			—			40,595
Deemed dividends related to conversion feature of Series C preferred stock		—			—			—		—	—		—		—		(38,868	)		—			(38,868	)
Net loss		—			—			—		—	—		—		—		(511,222	)		—			(511,222	)
Balance - March 31, 2020		195,800			28,338			127,693,963		128	—		—		43,688,457		(52,538,580	)		156,290			(8,693,705	)

Issuance of common shares for services		—			—			—		—	—		—		—		—			10,200			10,200
Issuance of common shares for services - related parties		—			—			2,553,969		3	—		—		65,630		—			(46,822	)		18,811
Fair value of warrants and options granted for services		—			—			—		—	—		—		40,595		—			—			40,595
Conversion of preferred shares into common shares		(39,048	)		(12,176	)		4,939,759		5	—		—		86,441		—			—			86,446
Series C preferred stock issued for cash, net of costs and discounts		55,800			—			—		—	—		—		—		—			—			—
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			40,125			—		—	—		—		—		(40,125	)		—			(40,125	)
Deemed dividends related to conversion feature of Series C preferred stock		—			—			—		—	—		—		—		(32,028	)		—			(32,028	)
Net loss		—			—			—		—	—		—		—		362,855			—			362,855
Balance - June 30, 2020		212,552			56,287			135,187,691		136	—		—		43,881,123		(52,247,878	)		119,668			(8,246,951	)

Issuance of common shares for services		—			—			2,000,000		2	—		—		25,598		—			25,600			51,200
Issuance of common shares for services - related parties		—			—			—		—	—		—		—		—			46,092			46,092
Fair value of warrants and options granted for services		—			—			—		—	—		—		40,591		—			—			40,591
Common stock issued upon conversion of notes payable and accrued interest		—			—			—		—	—		—		—		—			47,587			47,587
Conversion of preferred shares into common shares		(156,752	)		(61,617	)		27,403,584		27	—		—		262,215		—			—			262,242
Accrued dividends and accretion of conversion feature on Series C preferred stock		—			20,832			—		—	—		—		—		(20,832	)		—			(20,832	)
Deemed dividends related to conversion feature of Series C preferred stock		—			—			—		—	—		—		—		14,740			—			14,740
Net loss		—			—			—		—	—		—		—		(834,108	)		—			(834,112	)
Balance - September 30, 2020		55,800		$	15,502			164,591,275	$	165	—	$	—	$	44,209,527	$	(53,088,078	)	$	238,947		$	(8,639,444	)

Nine Months Ended Nine Months Ended
September 30, 2017 September 30, 2016
Cash flows from operating activities:
Net loss $ (12,343,559 ) $ (5,538,312 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 348,208 -
Impairment 82,478 727,224
Change in fair value of derivative liability 2,316,219 30,149
Change in value of warrants 379,084 -
Amortization of discount 1,289,247 58,850
Extinguishment of debt 4,156,980 -
Stock based compensation 2,094,733 2,662,704
Changes in operating assets and liabilities:
Accounts receivable (25,355 ) (151,872 )
Inventory 17,049 (8,096 )
Other receivable - (33,302 )
Prepaid expenses 404,019 108,191
Deferred rent receivable (20,867 ) -
Other assets - 3,000
Accounts payable (350,256 ) 583,511
Accrued liability - related parties 373,877 234,078
Accrued expenses 381,097 440,835
Liabilities for equity shares to be issued - 350,000
Deferred rent (30,775 ) (71,018 )
Deferred revenue (40,500 ) (40,500 )

Cash used in operating activities (968,321 ) (644,558 )

Cash flows from investing activities:
Purchase of property and equipment (125,000 ) (412,090 )

Cash used in investing activities (125,000 ) (412,090 )

Cash flows from financing activities:
Proceeds from note payable - 470,000
Proceeds from convertible notes payable 1,278,500 50,000
Repayments of notes payable (129,050 ) -
Proceeds from sale of common stock - 530,491

Cash provided by financing activities 1,149,450 1,050,491

Net increase (decrease) in cash 56,129 (6,157 )
Cash, beginning of period 51,333 36,001
Cash, end of period $ 107,462 $ 29,844

Cash paid for interest $ - $ -
Cash paid for taxes $ - $ -

Supplemental schedule of noncash financial activities:
Stock issued for debt settlement $ 50,000 $ -
Notes converted to stock 3,031,843 -
Accrued interest converted to stock 122,311 -
Value of common stock to be issued for conversion of notes and accrued interest 6,655,028 -
Value of derivative liability extinguished upon conversion of notes and accrued interest 5,509,516 -

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Diego Pellicer Worldwide, Inc.

~~September30, 2017 and 2016~~Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020

Cash flows from operating activities:
Net income (loss)	$	2,291,139		$	(982,476	)
Adjustments to reconcile net income (loss) to net cash used in
operating activities
Change in fair value of derivative liability		(2,824,050	)		(1,095,821	)
Change in value of warrants		387			(334	)
Amortization of debt related costs		—			942,601
Noncash finance cost		2,000			—
Expense related to additional derivative liability		283,270			299,783
Extinguishment of debt		(389,550	)		(1,255	)
Stock-based compensation		164,380			213,714
Common stock payable issued for services					63,403
Forgiveness of debt		(56,908	)		—
Changes in operating assets and liabilities:
Accounts receivable		(50,868	)		(107,357	)
Prepaid expenses		11,275			12,111
Other assets		424,491			(315,152	)
Other current receivable - related parties		—			350,000
Accounts payable		(30,186	)		(13,372	)
Accrued liability - related parties		(128,581	)		58,170
Accrued expenses		164,730			246,705
Lease liabilities		17,015			3,085

Cash used in operating activities		(121,456	)		(326,195	)

Cash flows from investing activities:		—			—

Cash flows from financing activities:
Proceeds from notes payable		—			206,444
Proceeds from convertible notes payable		—			100,000
Repayments of convertible notes payable, net		(200,000	)		(7,500	)
Proceeds from sale of preferred stock, net		267,000			100,000

Cash provided by financing activities		67,000			398,944

Net increase (decrease) in cash		(54,456	)		72,749
Cash, beginning of period		327,864			317,446
Cash, end of period	$	273,408		$	390,195

Cash paid for interest	$	70,000		$	—
Cash paid for taxes	$	—		$	—


Supplemental schedule of noncash financial activities:
Notes converted to stock	$	100,000		$	119,000
Conversion of Preferred Stock for Common Stock	$	187,044		$	73,793
Derivative liability related to convertible notes and convertible Preferred C shares	$	1,259,672		$	—
Accrued interest converted to stock	$	6,256		$	8,166
Value of common stock issued for conversion of notes and accrued interest	$	705,635		$	—
Value of common stock issued for conversion of preferred stock and dividends	$	247,239			—
Value of derivative liability extinguished upon conversion and pay off of notes and accrued interest	$	963,539		$	128,582
Value of derivative liability extinguished upon conversion of preferred stock and dividends	$	193,152		$	276,445
Debt discount attributable to convertible notes and preferred stock	$	267,000		$	200,000
Accrued interest extinguished with note payment	$	25,390		$	—
Debt discount extinguished with note conversion	$	—		$	39,843
Discount extinguished with preferred stock conversion	$	129,403		$	—
Accrued dividends and accretion of conversion feature on Series C preferred stock	$	94,697		$	80,545
Deemed dividends related to conversion feature of Series C preferred stock	$	989,116		$	56,156
Noncash increase in right of use asset	$	627,500		$	—

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

Diego Pellicer Worldwide, Inc.

Notes to the Condensed Consolidated Financial Statements

September 30, 2021 and 2020

Note 1 – Organization and Operations

History

On March 13, 2015, Diego Pellicer Worldwide, Inc. (the Company) (f/k/a Type 1 Media, Inc.) closed on a merger and share exchange agreement by and among (i) the Company, and (ii) Diego Pellicer World-wide 1, Inc., a Delaware corporation, (“Diego”), and (iii) Jonathan White, the majority shareholder of the Company. Diego was merged with and into the Company with the Company to continue as the surviving corporation in the merger.

Business Operations

The Company leases real estate to licensed marijuana operators, providing complete turnkey growing space, processing space, recreational and medical retail sales space and related facilities to licensed marijuana growers, processors, dispensary and recreational store operators. Additionally, the Company plans to explore ancillary opportunities in the regulated marijuana industry, as well as offering for wholesale distribution branded non-marijuana clothing and accessories.

~~Until Federal law allows,~~The properties generating rents in 2021 and 2020 are as follows:

Purpose	Size	City	State
Retail store (recreational and medical)	3,300 sq.	Denver	CO
Cultivation warehouse – terminated October 2020	18,600 sq.	Denver	CO
Cultivation warehouse	14,800 sq.	Denver	CO

The Company’s three properties in Denver, CO (one terminated in October 2020) are leased to Royal Asset Management, LLC (“RAM”). RAM opened the Diego Denver branded flagship store in February 2017. This store is known as “Diego Colorado”. The retail facilities have shown steady growth in sales since opening. For the other two properties subleased (one terminated in October 2020), RAM uses these properties for its cultivation facilities in Denver, CO. Production at these facilities began in late 2016. On July 27, 2021, the Company ~~will not grow, harvest, process, distribute or sell marijuana or any other substances that violate~~filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the ~~laws~~District Court, City and County of Denver, State of Colorado, alleging breach of contract on four subleases for which RAM has failed to make the ~~United States of America or any other country.~~required payments to the Company pursuant to the respective sublease agreements. (see Note 4).

In August 2021, the master lease and sublease associated with the 14,800 sq. cultivation warehouse were extended through July 31, 2024 (see Note 10).

In October 2020, the master lease and sublease associated with the 18,600 sq. cultivation warehouse were terminated (see Note 4).

Note 2 – Significant and Critical Accounting Policies and Practices

The management of the Company is responsible for the selection and use of appropriate accounting policies and for the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results of operations and that require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below, as required by generally accepted accounting principles.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of ~~Diego Pellicer Worldwide, Inc. were~~the Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (US GAAP).

The accompanying consolidated balance sheet at December 31, 2020, has been derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and ~~therefore,~~Article 8 of Regulation S-X. Accordingly, they do not include all ~~disclosures~~of the information and footnotes required by U.S. GAAP for complete financial statements, ~~prepared~~and should be read in ~~conformity~~conjunction with ~~U.S. GAAP.~~

~~This Form 10-Q relates~~the audited consolidated financial statements and related notes to the ~~three months and nine months ended September 30, 2017 (the “Current Quarter”) and~~financial statements included in the ~~three months and nine months ended September 30, 2016 (the “Prior Quarter”). The~~ Company’s ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 as filed with the U.S. Securities and Exchange Commission (“~~2016 Form 10-K”~~SEC”) ~~includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. All material adjustments which, in~~. In the opinion of management, ~~are~~all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair ~~statement~~presentation have been made to the condensed consolidated financial statements. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the ~~interim periods have been reflected. The results for the current quarter~~three and nine months ended September 30, 2021 are not necessarily indicative of the results tothat may be expected for the ~~full year.~~

~~New accounting pronouncements~~year ending December 31, 2021 or any future periods.

In February 2016, the FASB issued guidance that requires a lessee to recognize assets and liabilities arising from leases on the balance sheet. Previous GAAP did not require lease assets and liabilities to be recognized for most leases. Additionally, companies are permitted to make an accounting policy election not to recognize lease assets and liabilities for leases with a termPrinciples of ~~12 months or less. For both finance leases and operating leases, the lease liability should be initially measured at the present value of the remaining contractual lease payments.~~ Consolidation

The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee will not significantly change under this new guidance. This new guidance is effective for the company as of the first quarter of fiscal year 2020. The Company is evaluating the effect that this ASU will have on its financial statements include the accounts of Diego Pellicer Worldwide, Inc., and ~~related disclosures.~~

~~In August 2016, the FASB issued ASU No. 2016-15, Classification~~its wholly-owned subsidiaries, Diego Pellicer World-wide 1, Inc. and DPWW Management Company, LLC, both of ~~Certain Cash Receipts~~which are inactive at this time. Intercompany balances and ~~Cash Payments. ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments~~transactions have been eliminated in the statement of cash flows. This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently assessing the potential impact of ASU 2016-15 on its financial statements and related disclosures.consolidation.

In April 2016 the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606). The core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services This ASU is effective for public business entities for fiscal years, and interim periods within those years, beginning after January 1. 2018. The Company is currently assessing the potential impact of ASU 2016-10 on its financial statements and related disclosures.

~~The Company believes that otherrecently~~issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

~~Reclassifications~~

Certain prior year amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the Company’s balance sheet, net loss or stockholders’ equity.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, ~~determining the fair value of the warrants received for the licensing agreement,~~ the collectability of accounts receivable and other receivables (See Note 4), valuation of right of use assets and lease liabilities and deferred taxes and related valuation allowances.

Certain estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could influence our estimates ~~that~~and could cause actual results to differ from our estimates. The Company intends to re-evaluate all its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Fair Value Measurements

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the ~~condensed~~ consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value of Financial Instruments

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, ~~2017~~2021 and December 31, ~~2016.~~2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

The following table reflects assets and liabilities that are measured at fair value on a recurring basis (in thousands):


As of September 30, 2021	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	—	$	—	$	3,560	$	3,560
Stock warrant liabilities		—		—		1		1
	$	—	$	—	$	3,561	$	3,561


As of December 31, 2020	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	—	$	—	$	5,998	$	5,998
Stock warrant liabilities		—		—		1		1
	$	—	$	—	$	5,999	$	5,999

Derivative liabilities and stock warrant liabilities were valued using the Binomial Option Pricing Model in calculating the embedded conversion features for the three and nine months ended September 30, 2021 and the year ended December 31, 2020.

Cash

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation, and the National Credit Union Share Insurance Fund, up to ~~$250,000.~~$250,000. The Company’s accounts at these institutions may, at times, exceed the federal insured limits. The Company has not experienced any losses in such accounts. Uninsured balances were approximately $20,000 and $73,000 at September 30, 2021 and December 31, 2020, respectively.

~~Property and Equipment, and Depreciation Policy~~Revenue recognition

~~Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for~~In accordance with ASC 842, Leases, the Company recognizes rent income on a straight-line basis over the ~~useful lives of~~lease term to the ~~assets. Leasehold improvements are amortized over~~extent that collection is considered probable. As a result, the ~~term of the lease. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed~~Company has been recognizing rents as ~~incurred.~~they become payable.

~~The Company intends to take depreciation or amortization on a straight-line basis for all properties, beginning when they are put into service, using the following life expectancy:~~

~~Equipment – 5 years~~

~~Leasehold Improvements – 10 years, or the term of the lease, whichever is shorter~~

~~Buildings – 20 years~~

~~Inventory~~

The company conforms to the FASB issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory, which requires an entity to measure inventory within the scope at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company’s inventory is stated at the lower of cost or estimated realizable value, with cost primarily determined on a cost basis on the first-in, first-out (“FIFO”) method.

~~Accounts Receivable and Allowance for Doubtful Accounts~~

Accounts receivable are presented at their face amount, less an allowance for doubtful accounts, on the balance sheets. Accounts receivable consist of revenue earned and currently due from sub lessee. We evaluate the collectability of accounts receivable based on a combination of factors. We recognize reserves for bad debts based on estimates developed using standard quantitative measures that incorporate historical write-offs and current economic conditions. As of September 30, 2017, the outstanding balance allowance for doubtful accounts is $9,908.

The policy for determining past due status is based on the contractual payment terms of each customer. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

~~Revenue recognition~~

~~The Company recognizes revenue from rent, tenant reimbursements, and other revenue sources once all the following criteria are met in accordance with SEC Staff Accounting Bulletin 104,~~~~Revenue Recognition~~: (a) the agreement has been fully executed and delivered; (b) services have been rendered; (c) the amount is fixed or determinable; and (d) the collectability of the amount is reasonably assured. Thus, duringDuring the initial term of the lease, management has a policy of partial rent forbearance when the tenant first opens the facility to assure that the tenant has the opportunity for success.

~~When the collectability is reasonably assured,~~ Management may be required to exercise considerable judgment in ~~accordance with ASC Topic 840 “Leases” as amended and interpreted, minimum annual rental~~estimating revenue ~~is recognized for rental revenues on a straight-line basis over the term of the related lease.~~to be recognized.

When management concludes that the Company is the owner of tenant improvements, ~~management~~the Company records the cost to construct the tenant improvements as a capital asset. In addition, ~~management~~the Company records the cost of certain tenant improvements paid for or reimbursed by tenants as capital assets when management concludes that the Company is the owner of such tenant improvements. For these tenant improvements, ~~management~~the Company records the amount funded or reimbursed by tenants as deferred revenue, which is amortized as additional rental income over the term of the related lease. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, ~~management records~~we record the Company’s contribution towards those improvements as a lease incentive, which is amortized as a reduction to rental revenue on a straight-line basis over the term of the lease.

The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In ~~January 2014,~~determining the appropriate amount of revenue to be recognized as the Company ~~entered into an agreement to license certain intellectual property to an unrelated company. In consideration,~~fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company ~~received warrants to purchase shares~~performs the following steps: (i) identification of the ~~licensee’s common stock,~~promised goods or services in the ~~value~~contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the ~~warrants was recorded as an investment and the deferred revenue is being amortized over the ten year term~~contract; (iii) measurement of the ~~licensing agreement.~~transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

~~Leases as Lessor~~Advertising

~~The Company currently leases properties to licensed cannabis operators for locations that meet the regulatory criteria applicable by the respective regulatory jurisdiction~~Advertising expense was $8,870 and $9,552 for the ~~sale, production,~~three months ended September 30, 2021 and ~~development of cannabis products. The Company evaluates~~2020, respectively, and was $26,679 and $24,593 for the ~~lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. The Company leases are currently all classified as operating leases.~~nine months ended September 30, 2021 and 2020, respectively.

Minimum base rent is recorded on a straight-line basis over the lease term after an initial period during which the tenant is establishing the business and during which the Company may forbear some or all of the rent. The Company is more likely than not to forbear some or all of the rental income which it considers uncollectable during the tenant’s initial ramp-up period (see~~Revenue Recognitionabove). The tenant is still liable for the full rent, although the collectability may be unlikely and the Company may not expect to collect it.~~

~~Leases as Lessee~~

The Company recognizes rent expense on a straight-line basis over the non-cancelable lease term and certain option renewal periods where failure to exercise such options would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. Deferred rent is presented on current liabilities section on the consolidated balance sheets.

Income Taxes

Income taxes are provided for using the liability method of accounting in accordance with the Income Taxes Topic of the FASB ASC. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized and when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The computation of limitations relating to the amount of such tax assets, and the determination of appropriate valuation allowances relating to the realizing of such assets, are inherently complex and require the exercise of judgment. As additional information becomes available, the Company continually assesses the carrying value of their net deferred tax assets.

~~Preferred Stock~~

The Company applies the guidance enumerated in ASC Topic 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, it classifies its preferred shares in stockholders’ equity. Preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, all issuances of preferred stock are presented as a component of consolidated stockholders’ equity.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Stock-Based Compensation

The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. The Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for ~~unrestricted~~common shares; the expense is recognized over the service period for awards expected to vest. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

~~Earnings~~Income (loss) per common share

~~Earnings (loss)~~The Company utilizes ASC 260, “Earnings per ~~share is provided in~~Share” for calculating the basic and diluted loss per share. In accordance with ASC ~~Subtopic 260-10. The Company presents~~260, the basic and diluted loss per share ~~(“EPS”) and diluted EPS on the face of statements of operations. Basic EPS~~ is computed by dividing ~~reported earnings (loss)~~net loss available to common stockholders by ~~the weighted average shares outstanding. Loss per common share has been computed using~~ the weighted average number of common shares ~~outstanding during~~outstanding. Diluted net loss per share is computed similar to basic loss per share except that the ~~year.~~denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities are not included in the calculation of the diluted loss per share if their effect would be anti-dilutive. The Company has 548,408,152 and 1,129,526,612 common stock equivalents at September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2020, these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share.

Legal and regulatory environment

The cannabis industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, and different taxation between federal and state. Federal government activity may increase in the future with respect to companies involved in the cannabis industry concerning possible violations of federal statutes and regulations.

Management believes that the Company is in compliance with local, state and federal regulations and, while no regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

Recent accounting pronouncements.

The Company believes recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception, its current liabilities exceed its current assets by $9,066,478 at September 30, 2021, and it has an accumulated deficit of $53,902,674 at September 30, 2021. These factors raise substantial doubt about its ability to continue as a going concern over the next twelve months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company believes that it has sufficient cash on hand and cash generated by real estate leases to sustain operations provided that management and board members continue to agree to be paid company stock in exchange for accrued compensation. ~~Through September 30, 2017, management and board members have accepted stock for accrued compensation at the same discount that has been extended to the convertible noteholders of fifty percent.~~ There are other future noncash charges in connection with ~~financing~~financings such as a change in derivative liability that will affect income but have no effect on cash flow.

Although the Company has been successful raising additional capital, there is no assurance that the company will sell additional shares of stock or borrow additional funds. The Company’s ~~ability~~inability to raise additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from lease revenues is currently exceeding lease costs, but is insufficient to cover operating expenses.

Note 4 – ~~Investment~~Accounts Receivables and Other Receivables

~~In January 2014,~~As disclosed in Note 1, the Company ~~entered into an agreement with Plandai Biotechnology, Inc. (a publicly traded company)~~subleases two properties in Colorado to license to them certain intellectual property rights in exchange for warrants to purchase 1,666,667 shares of Plandai Biotechnology, Inc. common stock. This licensing agreement carries a 10-year term with an exercise price of $0.01 per share. The Company was to obtain certain trademark rights certified by the government. The warrant has a restriction on them requiring that the sale of such shares must reach a certain traded price of $0.50 per share. In 2014,Royal Asset Management at September 30, 2021. At September 30, 2021 and December 31, 2020, the Company ~~used a third-party appraisal firm to ascertain~~had outstanding receivables from the fair value of warrants held by the Company, which was determined to be $525,567 at the date of issuance. During the year ended December 31, 2016, the Company recorded an impairment loss of $73,334. The Company recorded an additional impairment loss forsubleases totaling $574,826 and $523,958, respectively, and during the nine months ended September 30, ~~2017~~2021 and 2020 the Company’s subleases with RAM accounted for 100% of ~~$43,333.~~the Company’s revenues.

~~Note 5– Property~~In addition to the receivables from the subleases, the Company has agreed to provide RAM and ~~Equipment~~

affiliates of RAM up to an aggregate amount of $1,030,000 in financing. These notes accrue interest at the rates ranging from 12% to 18% per annum. As of September 30, ~~2017,~~2021 and December 31, ~~2016, fixed assets~~2020, the outstanding balance of these notes receivable total $605,931 and $1,030,422, respectively, including accrued interest of $275,931 and $300,422, respectively. The notes are secured by a UCC filing and also $400,000 of the balance was personally guaranteed by the managing member of RAM. Our position was subordinate to the CEO’s note described in Note 6. We have recorded interest income of $14,850 and $36,199 during the three months ended September 30, 2021 and 2020, respectively. We have recorded interest income of $69,279 and $101,891 during the nine months ended September 30, 2021 and 2020, respectively. In April 2021, we received a payment of $400,000 of note principal and $93,770 of related accrued interest.

On September 9, 2020, we closed on a Membership Interest Purchase Agreement dated September 4, 2020, and obtained the right to acquire a 15.13% membership interest in Blue Bronco, LLC. The purchase of the 15.13% interest in Blue Bronco LLC is subject to the approval of the Colorado Marijuana Enforcement Division. Necessary approval by governing authorities is expected to be received in the first quarter of 2022 pending the resolution of a lawsuit between the Company and other parties related to the transaction. Accrued interest receivable of approximately $68,000 will be applied to the purchase of the membership interest upon approval of the purchase by the Colorado Marijuana Enforcement Division.

Lease Termination

On October 1, 2020, the master and sublease associated with the 18,600 sq. cultivation warehouse in Denver were terminated. In connection with that termination, we entered into a Sublease Termination Agreement (“Termination Agreement”) with RAM and an affiliate of RAM Venture Product Consulting, LLC (“VPC”). Pursuant to this agreement, RAM acknowledged a debt of deferred rent to the Company in the amount of $1,418,480 and VPC acknowledged a debt of deferred rent to the Company in the amount of $64,344. RAM and VPC executed promissory notes for these amounts, respectively. The notes accrue interest on the unpaid balance at a rate equal to the Applicable Federal Rate for mid-term obligations as published by the Internal Revenue Service. No payment under the promissory notes will be due to the Company until the earlier of (i) the date on which RAM and the ~~estimated lives used~~Company consummate a change of control event, which is defined as: the acquisition of RAM by the Company or an affiliated entity by means of any transaction or series of related transactions to which RAM is a party (including, without limitation, any membership interest acquisition, reorganization, merger or consolidation, (generally, a “Merger”), or, (ii) the date one (1) business day following the earlier of (x) at any time, receipt by the Company from RAM or VPC of a written notice stating such party no longer desires to pursue the Merger, or (y) beginning eighteen (18) months after the date of this Agreement, receipt by RAM or VPC from the Company of a written notice stating that the Company no longer desires to pursue the Merger (the “Maturity Date”).

We have recorded the promissory notes as long term notes receivable of $1,482,824 at September 30, 2021. Due to the uncertainty of the collectability, we have also recorded a long term deferred credit in the ~~computation of depreciation~~same amount. We will record income under the deferred rent notes as payments are ~~as follows:~~received or deemed collectible. This asset and related credit have been netted on the accompanying condensed consolidated balance sheet.

Additionally, in connection with the termination of the sublease, RAM will continue to pay the remaining future sublease premium payments due to the company on the Denver sublease (the “Future Rent Debt”) beginning on the termination date, and until the earlier of the Maturity Date or June 30, 2024, notwithstanding the termination of the Subleases. However, no payment under the Future Rent Debt agreement will be due to the Company until the Maturity Date, at which time the entire Future Rent Debt shall be due and payable in full, except for any month in which RAM earns $725,000 of gross sales revenue, including taxes, at its Alameda location, in which case RAM shall pay the Future Rent Debt for the following month to the Company on or before the 5th day of the following month, and such amount will not accrue as a Future Rent Debt. RAM shall continue to accrue debt to the company, assessed on the first day of each month, according to the schedule below:

Estimated
Useful Lives September 30, 2017 December 31, 2016
Machinery and equipment 5 years - $ 39,145
Leasehold improvements 10 years 853,413 728,413
Less: Accumulated depreciation and amortization
(335,575
)
(9,446
)

Property and equipment, net $ 517,838 $ 758,112

Monthly Payments Accrued
October 1, 2020 to June 30, 2021	$	11,284
July 1, 2021 to June 30, 2022		11,622
July 1, 2022 to June 30, 2023		11,971
July 1, 2023 to June 30, 2024		12,330

~~Note 6 – Other Assets~~We will record income pursuant to the Future Rent Debt as payments are received based on the Company’s analysis of collectability including, but not limited to, the potential application toward the purchase price. During 2021, we received nine months of payments and have recorded $101,554 as Lease Termination Payments in the Statement of Operations.

Note 5 – Other Assets

Security ~~deposits~~deposits:: Security deposits reflect the deposits on various property leases, most of which require ~~for~~ two months’ rental expense in the form of a deposit.

Note 6 – Related Party Transactions

As of September 30, 2021 and December 31, 2020, the Company has accrued compensation to its CEO and director and to its CFO aggregating $242,189 and $289,897, respectively. As of September 30, 2021 and December 31, 2020, accrued payable due to former officers was $961,986 and $1,042,859, respectively. For each of the three month periods ended September 30, 2021 and 2020, total cash-based compensation to related parties was $90,000. For each of the nine month periods ended September 30, 2021 and 2020, total cash-based compensation to related parties was $270,000. For the three months ended September 30, 2021 and 2020, total share-based compensation to related parties was $70,811 and $86,683, respectively. For the nine months ended September 30, 2021 and 2020, total share-based compensation to related parties was $156,465 and $213,714, respectively. These ~~have remained unchanged,~~amounts are included in general and administrative expenses in the accompanying financial statements.

From 2017 to 2019, Mr. Gonfiantini, CEO, personally and through his Company, Crystal Bay Financial LLC, loaned an aggregate amount of $1,020,000 to Royal Asset Management. These notes accrue interest at 17% - 18% per annum, and require monthly payment approximately from $5,000 to $20,000. These notes are personally guaranteed by the managing member of Royal Asset Management, and are ~~reported as $170,000 for~~secured by certain equipment and other tangible properties of Royal Asset Management. Among these notes, $500,000 is also secured by the medical marijuana licenses held by Royal Asset Management. As of October 20, 2021 these notes were fully paid by Royal Asset Management and the security was released.

At September 30, 2021 and December 31, ~~2016,~~2020, the Company owed Mr. Throgmartin, former CEO (See Note 10), $140,958 pursuant to a promissory note dated August 12, 2016. This note accrues interest at the rate of 8% per annum and ~~for~~ was past the maturity date at September 30, ~~2017.~~

~~Deposits – end of lease~~: These deposits represent an additional two months of rent on various property leases that apply to the “end-of- lease” period. These have remained unchanged, and are reported as $150,000 for December 31, 2016, and for September 30, 2017.

~~Note 7– Notes Payable~~

~~On April 11, 2017,~~2021, however the Company ~~issued two convertible notes (see Note 8). These were issued to refinance the following notes:~~

~~On May 20, 2015, the Company issued~~has not yet received a ~~note in total amount of $450,000 with third parties for use as operating capital. As of December 31, 2016, the outstanding principle balance of~~default notice. Accrued interest on the note was ~~$450,000.~~$57,835 and $49,401 at September 30, 2021 and December 31, 2020, respectively.

On July 8, 2015, the Company issued a note in total amount of $135,628 with third parties for use as operating capital. As of December 31, 2016, the outstanding principle balance of the note is $135,628.Note 7 – Notes Payable

On February 8, 2016, the Company issued notes in total amount of $470,000 with third parties, bearing interest at 12% per annum with a maturity date of February 7, 2017. As of December 31, 2016, the outstanding principle balance of the note is $470,000.

In accordance with in accordance with FASB Codification- Liabilities, 470-50-40-10, these liabilities were considered extinguished and the cost of the new financing of $5,607,836 was expensed in the quarter ended June 30, 2017.

On August 31, 2015, the Company issued a note in ~~total~~the amount of ~~$126,000 with~~$126,000 to a third ~~parties~~party for use as operating capital. The note was amended to include accrued interest on October 31, 2016 and ~~extended~~extend the maturity date to October 31, ~~2018.~~2018. As of September 30, ~~2017,~~2021 and December 31, 2020 the outstanding principal balance of the note was ~~$126,000.~~$133,403, and accrued interest on the note was $75,090 and $70,101, respectively. As of September 30, 2021 the note was past the maturity date, however the Company has not yet received a default notice.

On April 22, 2020, the Company was granted a loan from Numerica Credit Union, in the aggregate amount of $56,444, pursuant to the Paycheck Protection Program, (the “PPP”) under Division A, Title I of the CARES Act. The loan, which was in the form of a note dated April 22, 2020 issued by the Borrower, was scheduled to mature on April 22, 2022 and bore interest at a rate of 1.0% per annum, payable monthly commencing October 22, 2020. There have not been any payments made towards this loan, as the full amount of the loan and accrued interest was forgiven in full during February 2021 and the Company recorded income of $56,908.

On June 30, 2020, the Company was granted a loan from the Small Business Association, in the aggregate amount of $150,000, pursuant to the Economic Injury Disaster Loan, (the “EIDL”) under Division A, Title I of the CARES Act. The loan, which is in the form of a note dated June 30, 2020 issued by the Borrower, matures on June 30, 2050 and bears interest at a rate of 3.75% per annum, payable monthly commencing July 1, 2022.

Note 8 – Convertible ~~Note~~Notes Payable

~~In addition to the two notes issued on April 11, 2017 referred to in Footnote 7, the~~The Company has issued several convertible notes ~~in the nine months ending September 30, 2017.~~which are outstanding. The note ~~holder shall~~holders have the right to convert ~~the amount~~principal and accrued interest outstanding into shares of common stock at a discounted ~~price.~~price to the market price of our common stock. The conversion ~~feature was~~features were recognized as an embedded ~~derivative~~derivatives and ~~was~~are valued using a ~~Black Scholes model~~Binomial Option Pricing Model that resulted in a derivative liability of $4~~,767,377~~ ~~for the quarter ended~~$3,422,900 and $5,997,865 at September 30, ~~2017~~.2021 and December 31, 2020, respectively. All notes accrue interest at 10% and the notes had all matured at September 30, 2021. In connection with the issuance of certain of these notes, the Company also issued warrants to purchase its common stock. ~~The Company allocated the proceeds of the notes and warrants based on the relative fair value at inception for these notes.~~

Several convertible note holders elected to convert their notes to stock during the nine months ended September 30, ~~2017.~~2021 and 2020. The tables below provide the note payable activity for the nine months ended September 30, 2021 and 2020, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using Level 3 fair value inputs for the nine months ended September 30, 2021 and 2020:

	Convertible Notes			Discount		Convertible Notes, Net of Discount			Derivative Liabilities
Balance, December 31, 2020	$	3,239,274		$	—	$	3,239,274		$	5,997,865
Issuance of convertible notes		2,000			—		2,000			266,166
Conversion of convertible notes		(100,000	)		—		(100,000	)		(661,087	)
Repayment of convertible notes		(200,000	)		—		(200,000	)		(302,452	)
Change in fair value of derivatives		—			—		—			(1,877,592	)
Amortization		—			—		—			—
Balance September 30, 2021	$	2,941,274		$	—	$	2,941,274		$	3,422,900

	Convertible Notes			Discount			Convertible Notes, Net of Discount			Derivative Liabilities
Balance, December 31, 2019	$	3,266,775		$	914,239		$	2,352,530		$	4,834,190
Issuance of convertible notes		103,000			103,000			—			394,001
Conversion of convertible notes		(119,000	)		(39,843	)		(79,157	)		(128,583	)
Repayment of convertible notes		(7,500	)		—			(7,500	)		—
Change in fair value of derivatives		—			—			—			(1,084,517	)
Amortization		—			(942,602	)		942,601			—
Balance September 30, 2020	$	3,243,275		$	34,794		$	3,208,474		$	4,015,091

During the nine months ended September 30, 2021, $100,000 of notes were converted into 4,444,444 shares of common stock with a value of $697,779. A gain on extinguishment of debt of $59,999 and reduction of derivative liabilities of $657,778 have been recorded related to these conversions.

During the nine months ended September 30, 2021, $6,256 of accrued interest was converted into 581,969 shares of common stock with a value of $7,856. A gain on extinguishment of debt of $1,709 and reduction of derivative liabilities of $3,309 have been recorded related to these conversions.

During the nine months ended September 30, 2021, we repaid an aggregate of $200,000 of note principal. A gain on extinguishment of debt of $177,116 and reduction of derivative liabilities of $177,116 have been recorded related to these payments.

During the nine months ended September 30, 2021, we paid an aggregate of $70,000 in settlement of accrued interest in the amount of $95,390. A gain on extinguishment of debt of $150,726 and reduction of derivative liabilities of $125,336 have been recorded related to these payments.

During the nine months ended September 30, 2021, we recorded noncash additions to convertible notes aggregating $2,000.

As of September 30, 2021, convertible notes in the aggregate principal amount of $2,941,274 were past their maturity dates; however the Company has not yet received any default notices. No default or penalty was paid or required to be paid.

The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the nine months ended September 30, 2021 and 2020

	September 30, 2021			September 30, 2020
Risk-free interest rates		0.02 –0.09	%		0.10 –0.11	%
Expected life (years)		0.25			0.25 – 1.0
Expected dividends		0	%		0	%
Expected volatility		133 – 544	%		147 – 214	%

Note 9 – Stockholders’ Deficit

Series C Preferred Stock

On February 24, 2021, the Company sold 179,850 of its Series C Convertible Preferred Shares, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $163,500 pursuant to a Series C Preferred Purchase Agreement with Geneva. The Company may redeem the Series C Shares at various increased prices at time intervals up to the 6-month anniversary of the closing and must redeem any outstanding shares on the 24-month anniversary. Geneva may convert the Series C Shares into our common shares, commencing on the 6-month anniversary of the closing at a 30% discount to the public market price. The Company recorded a derivative liability associated with Series C Preferred Shares of $1,082,441, valued using a Binomial Option Pricing Model. On March 16, 2021, the Company sold an additional 113,850 shares for $103,500 and recorded a derivative of $177,231. The Series C Preferred Stock is classified as temporary equity due to the fact that the shares are redeemable at the option of the holder. The holder converted $179,850 of the February preferred shares plus accrued dividends of $7,194 into 13,695,817 shares of common stock during the three months ended September 30, 2021. There were 113,850 shares outstanding at September 30, 2021, with an associated derivative liability of $137,166.

The tables below provide the preferred stock activity for the nine months ended September 30, 2021 and 2020, and also a reconciliation of the beginning and ending balances for the derivative liabilities measured using Level 3 fair value inputs for the nine months ended September 30, 2021 and 2020:

	Preferred Stock and Accrued Dividends			Discount			Preferred Stock and Accrued Dividends, Net of Discount			Derivative Liabilities
Balance , December 31, 2020	$	—			—			—			—
Issuance of Series C Preferred shares		293,700			293,700			—			1,259,672
Conversion of Series C Preferred shares		(187,044	)		(129,402	)		(57,642	)		(193,152	)
Accretion of discount		—			(81,328	)		81,328			—
Accretion of dividend on Series C preferred stock		13,370			—			13,370			17,104
Change in fair value of derivatives		—			—			—			(946,458	)
Balance September 30, 2021	$	120,026		$	82,970		$	37,056		$	137,166

	Preferred Stock and Accrued Dividends			Discount			Preferred Stock and Accrued Dividends, Net of Discount			Derivative Liabilities
Balance , December 31, 2019	$	140,000		$	131,250		$	8,750		$	190,131
Issuance of Series C Preferred shares		111,600			111,600			—			170,896
Conversion of Series C Preferred shares		(206,561	)		(132,768	)		(73,793	)		(302,127	)
Accretion of discount		—			(67,201	)		67,201			—
Accretion of dividend on Series C preferred stock		13,344			—			13,344			15,610
Change in fair value of derivatives		—			—			—			(11,304	)
Balance September 30, 2020	$	58,383		$	42,881		$	15,502		$	63,206

The following assumptions were used in the Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for the nine months ended September 30, 2021 and 2020:

	2021			2020
Risk-free interest rates		0.12 –0.25	%		0.12 – 0.71	%
Expected life (years)		1.4 – 2.0			1.3 – 2.0
Expected dividends		0	%		0	%
Expected volatility		185 – 196	%		172 – 262	%

Common Stock

2021 Transactions

During the nine months ended September 30, 2021, $100,000 of notes and $6,256 of accrued interest and fees were converted into 5,026,413 shares of common stock with a value of $705,635.

During the nine months ended September 30, 2021, 4,799,258 shares of common stock, valued at $156,465, were accrued for related party services, and 1,967,714 shares of common stock, valued at $30,976, were issued. At September 30, 2021 and December 31, 2020, shares to be issued for related party services were 4,563,231 and 1,731,687, respectively, and the value of shares to be issued at September 30, 2021 and December 31, 2020 was $138,853 and $13,364, respectively.

During the nine months ended September 30, 2021, 241,098 shares of common stock, valued at $6,000, were accrued for services, and 1,137,553 shares of common stock, valued at $16,000, were issued. At September 30, 2021 and December 31, 2020, shares to be issued for services were 209,402 and 1,105,857, respectively, and the value of shares to be issued at September 30, 2021 and December 31, 2020 was $4,000 and $14,000, respectively.

At September 30, 2021 and December 31, 2020, shares to be issued for debt conversions were 31,960, and the value of shares to be issued was $21,861.

During the nine months ended September 30, 2021, 13,695,817 shares of common stock were issued as a result of the conversion of 179,850 shares of Series C Preferred stock and $7,194 of related accrued dividends.

During the nine months ended September 30, 2021, we issued 30,000 shares of common stock, valued at $1,915, for consulting services.

2020 Transactions

During the nine months ended September 30, 2020, $119,000 of notes, $8,166 of accrued interest and $210 additional fee was converted into 19,501,028 shares of common stock. A gain on extinguishment of debt of $1,255, extinguishment of debt discount of $39,843 and reduction of derivative liabilities of $128,583 have been recorded related to these conversions. As of September 30, 2020, 5,733,397 shares were authorized, but not issued as of September 30, 2020.

During the nine months ended September 30, 2020, 2,553,969 shares of common stock were issued for related party services valued at $65,633. These shares have been removed from shares to be issued as of September 30, 2020. As of September 30, 2020, 3,907,356 shares, valued at $28,296 for related party services, had not been issued. These were classified as shares to be issued at September 30, 2020.

During the nine months ended September 30, 2020, 5,196,378 shares of common stock, valued at $63,403 for services, were authorized. 2,000,000 of the shares were issued during the nine months ended September 30, 2020. As of September 30, 2020, 3,196,378 shares, valued at $37,803 for services, had not issued. These were classified as shares to be issued at September 30, 2020.

During the nine months ended September 30, 2020, 32,343,343 shares of common stock were issued as a result of the conversion of 195,800 shares of Series C Preferred stock.

Common stock warrant activity:

The Company has determined that certain of its warrants are subject to derivative accounting. The table below provides a reconciliation of the beginning and ending balances for the warrant liabilities measured using fair significant unobservable inputs (Level 3) for the nine months ended September 30, 2021 and 2020:

Convertible notes Discount Convertible Note Net of Discount Derivative Liabilities
Balance, December 31, 2016 370,500 36,344 334,156 338,282
Issuance of convertible notes 3,762,342 1,278,500 2,483,842 7,622,392
Conversion of convertible notes (3,031,843 ) (116,180 ) (2,915,663 ) (5,509,516 )
Change in fair value of derivatives — — — 2,316,219
Amortization — (466,827 ) 466,827 —
Balance September 30, 2017 $ 1,100,999 $ 731,837 $ 369,162 $ 4,767,377


	Nine Months ended September 30,
	2021		2020
Balance at beginning of period	$	476	$	967
Additions to derivative instruments		—		—
(Gain) loss on change in fair value of derivative liability		387		(334	)
Balance at end of period	$	863	$	633

The following assumptions were used in ~~calculations of~~ the ~~Black Scholes model~~Binomial Option Pricing Model in calculating the embedded conversion features and current liabilities for ~~the period ended September 30, 2017 and 2016.~~

September 30, 2017 September 30, 2016
Risk-free interest rates 1.06-1.39 % 0.29-0.59 %
Expected life 0.24-1.53 year 0.25-1 year
Expected dividends 0 % 0 %
Expected volatility 174-230 % 142-356
Diego Pellicer Worldwide, Inc. Common Stock fair value $ 0.18 $ 0.20 -0.77

~~Note 9 – Stockholders’ Equity~~

The following table presents the company’s warrants and option features which have no observable market data and are derived using Black-Scholes measured at fair value on a recurring basis, using Level 3 inputs, as of December 31, 2016 and September 30, 2017:

For the Nine
Months Ended
September30, 2017

For the Year Ended
December 31, 2016

Annual dividend yield 0 % 0 %
Expected life (years) 3-10 5
Risk-free interest rate 1.10 – 2.34 % 0.90 %
Expected volatility 232 - 234 266

~~The following represents a summary of all common stock warrant activity:~~

Number of
Warrants

Weighted Average Exercise
Price

Weighted Average Remaining
Contractual Term

Balance outstanding, December 31, 2016 2,027,313 $ 1.18 3.43
Exercisable, December 31, 2016

2,027,313
$
1.18

3.43

Granted 2,900,000 - -
Balance outstanding, September 30, 2017 4,927,313 $ 0.65 5.07
Exercisable, September 30, 2017 4,927,313 $ 0.65 5.07

The Company maintains an Equity Incentive Plan pursuant to which 2,480,000 shares of Common Stock are reserved for issuance thereunder. This Plan was established to award certain founding members, who were instrumental in the development of the Company, as well as key employees, directors and consultants, and to promote the success of the Company’s business. The terms allow for each option to vest immediately, with a term no greater than 10 years from the date of grant, at an exercise price equal to par value at date of the grant. As of September 30, 2017, no shares had been granted under the plan.

As a condition of their employment, the Board of Directors approved employment agreements with three key executives. This agreement provided that additional shares will be granted each year over the term of the agreement should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. The CEO received an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. The other two executives received a similar grant each to maintain his ownership percentage at 7.5% of the outstanding stock.

~~Options have been granted to several executives and consultants as contractual incentives as shown below:~~

Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term
Balance outstanding, December 31, 2016 1,000,000 $ 0.30 4.50
Exercisable, December 31, 2016 200,000 $ 0.30 4.50
Granted 4,899,180 0.25 5.00
Exercised - - -
Forfeited - - -
Expired - - -
Balance outstanding, September 30, 2017 5,899,180 $ 0.26 8.40
Exercisable, September 30, 2017 2,849,590 $ 0.26 8.56

~~During~~ the nine months ended September 30, 2017 3,609,990 common shares valued at $513,585 were issued as security for the payment of convertible notes. Among these shares issued for security deposits, 1,899,990 shares valued at $257,259 is refundable2021 and ~~were recorded in a contra equity account.~~2020:

During the nine months ended September 30, 2017, 4,918,965 shares of common stock valued at $1,119,403 were issued as share-based compensation. 1,205,128 shares were authorized but not issued as of September 30, 2017.

~~During the nine months ended September 30, 2017, the Company incurred total option expense of $975,330.~~

~~During the nine months ended September 30, 2017, 1,000,000 shares of common stock valued at $245,600 were issued for a debt settlement.~~

During the nine months ended September 30, 2017, owners of convertible notes have converted their notes in exchange for 67,435,366 shares of common stock valued at $6,672,953. Among these shares issued for notes conversion, 66,966,106 were authorized but not issued as of September 30, 2017.

	September 30, 2021			September 30, 2020
Annual dividend yield		0	%		0	%
Expected life (years)
Risk-free interest rate		0.09 – 1.16	%		0.13 – 1.83	%
Expected volatility		189 – 243	%		190 – 243	%

Note 10 – ~~COMMITMENTS AND CONTINGENCIES~~Commitments and Contingencies

Leases

The ~~Company’s business is to~~Company leases property under operating leases. Property leases include retail and warehouse space with fixed rent payments and lease property in appropriate and desirable locations, and to make available such property for sub-lease to specifically assigned businesses that grow, process, and sell certain products to the public. Currently the Company has four separate properties under lease in the states of Colorado and Washington.

~~In Colorado, there are three properties leased in 2017 and 2016. Properties were leased for a~~terms ranging from three to five ~~year period with an option~~years. The Company is obligated to pay the lessor for ~~an additional five years,~~maintenance, real estate taxes, insurance, and ~~carry terms requiring triple net payments. Each~~other operating expenses on certain property leases. These expenses are variable and are not included in the measurement of the ~~properties have fixed monthly rentals~~lease asset or lease liability. These expenses are recognized as variable lease expense when incurred.

In August 2021, the master lease and sublease associated with ~~periodic increases in~~ the ~~monthly~~14,800 sq. cultivation warehouse were extended through July 31, 2024. Monthly base rent payments range from $20,000 to $21,118. Monthly sublease base rent payments range from $26,300 to $28,622.

The Company records the lease asset and lease liability at the present value of lease payments over the lease term. The leases typically do not provide an implicit rate; therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments. The Company’s discount rate for operating leases at September 30, 2021 was 12%. Leases often include rental ~~rate. In Washington, there~~escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. Lease expense is ~~one property which was leased in 2014. The property was leased for~~recognized on a ~~five (5) year period with an option for an additional five (5) years, and carry terms requiring triple net (NNN) conditions. The property has an escalating annual rental.~~ straight-line basis over the lease term to the extent that collection is considered probable. As a result the Company been recognizing rents as they become payable. Our weighted-average remaining lease term is 3.1 years.

As of September, 2021, the maturities of operating leases liabilities are as follows (in thousands):

	Operating Leases
2021		128
2022		513
2023		520
2024		419
2025		45
Total		1,625
Less: amount representing interest		(267	)
Present value of future minimum lease payments		1,358
Less: current obligations under leases		373
Long-term lease obligations	$	985

Rent expense is recognized on a straight-line basis over the life of the lease. Rent expense consists of the following:


	Nine months ended September 30,
	2021		2020
Operating lease costs	$	330,000	$	508,199
Variable rent costs		145,521		349,336
Total rent expense	$	475,521	$	857,535

As of September 30, ~~2017,~~ 2021, the aggregate remaining minimal annual lease payments under these operating leases plus NNN were as follows: (in thousands):


2021	$	89
2022		386
2023		443
2024		395
2025		45
Total	$	1,358

Other information related to leases is as follows:

2017 $ 541,110
2018 1,131,078
2019 746,039
2020 594,444
2021 431,227
2022 240,000
2023 240,000
2024 240,000
2025 40,000
Total $ 4,203,898

	Nine Months ended September 30, 2021
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	309,931
Weighted-average remaining lease term - operating leases		3.1yr
Weighted-average discount rate - operating leases		12	%

~~Rent expense~~Right of use assets obtained in exchange for ~~the Company’s operating leases for~~lease liabilities:


Operating lease asset	$	627,500
Lease liability	$	625,129

The Company recognized sublease income of $198,505 and $351,502 during the three months ended September 30, ~~2017~~2021 and ~~2016 was $191,556~~2020, respectively. The Company recognized sublease income of $582,010 and ~~$257,599 respectively and for~~$1,080,382 during the nine months ~~ending~~ended September 30, ~~2017~~2021 and ~~2016~~2020, respectively.

These two leases have 2.8 year and 3.3 year terms with optional extensions, expiration dates range from July 2024 to February 2025, and monthly base rent of approximately $20,000-$22,500 plus variable NNN.

As of September 30, 2021, the maturities of expected base sublease income are as follows (in thousands):

	Operating Leases
2021	$	168
2022		678
2023		693
2024		555
2025 and beyond		59
Total	$	2,153

COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2021. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2021.

Employment Agreements

As a condition of their employment, the Board of Directors approved employment agreements with two key executives. These agreements provided that additional shares will be granted each year over the term of the agreements should their shares as a percentage of the total shares outstanding fall below prescribed ownership percentages. Nello Gonfiantini III, who became the Company’s CEO in October 2019 receives an annual grant of additional shares each year to maintain his ownership percentage at 10% of the outstanding stock. The Company’s CFO received a similar grant each to maintain his ownership percentage at 2% of the outstanding stock. During the nine months ended September 30, 2021, the Company accrued compensation expense of approximately $156,000 on 4,799,258 shares of common stock under these agreements. During the nine months ended September 30, 2020, the Company accrued compensation expense of approximately $92,000 on 6,461,325 shares of common stock. As of September 30, 2021 and December 31, 2020, the ending balance of accrued compensation was ~~$828,677~~$138,853 and ~~$831,262~~$13,364, respectively. The number of shares accrued to be issued was 4,563,231 at September 30, 2021.

Departure of Executive Officer

On January 30, 2019, the Company executed a Separation Agreement and Release with David Thompson, its former Senior Vice President- Finance, finalizing his departure from the Company as an employee. Pursuant to its material terms, the Company agreed to pay Mr. Thompson aggregate cash payments of $206,250, based upon the Company’s receipt of certain gross sales receipts derived from its Alameda Store in Colorado, and certain stock grants based upon the Company’s outstanding common shares as of February 1, 2019, including a stock grant of 53,717 restricted common shares for accrued salary and 122,934 restricted common shares in exchange for his approximate 122,000 of stock options. During the nine months ended September 30, 2021 and 2020, $35,872 and $21,086, respectively, was paid under this agreement. As of September 30, 2021, the outstanding balance was $126,389, and is included in Accrued payable – related party in the accompanying consolidated balance sheet.

On October 29, 2019, the Company accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr. Throgmartin’s resignation was not the result of any disagreements with the Company’s plan of operations, policies, or management. On the same date, we appointed Christopher D. Strachan, our Chief Financial Officer, to membership on our Board of Directors and appointed Nello Gonfiantini III, our Chief Operations Officer, to the additional post of Chief Executive Officer.

Ron Throgmartin signed a 5-year term Separation Agreement which, among other matters, terminated his Employment Agreement, as amended. On the date of the Separation Agreement, the Company acknowledged it owed Mr. Throgmartin the amount of $517,252 in principal and accrued interest of note payable, salary and fees, accrued during the 5 years of his employment. In addition, the Company further acknowledged that it will pay Mr. Throgmartin fifty (50%) percent of his compensation due under the remaining Employment Agreement, or $614,583 under certain conditions, which the Company accrued in full as the date of Mr. Throgmartin’s separation. This agreement provides that the Company will pay him $5,000 monthly against his accrued salary/fees and 50% of future compensation due under his terminated Employment Agreement, with certain accelerated payments in the event our financial results attain certain EBITA benchmarks. The Company shall have the right to require Mr. Throgmartin to provide consulting services to it for a per diem fee of $500. During the nine months ended September 30, 2021 and 2020, $45,000 and $45,000, respectively, were paid under this agreement. As of September 30, 2021, the outstanding balance was $835,597, and is included in Accrued payable – related party in the accompanying consolidated balance sheet.

Legal Proceedings

On May 10, 2021, a lawsuit was filed against the Company, along with other defendants, by plaintiff Erin Turoff in the District Court, City and County of Denver, State of Colorado. The specific allegations against the Company include civil theft and civil conspiracy and the plaintiff is seeking actual and compensatory damages. No specific monetary amount was demanded in the lawsuit. On July 8, 2021, the Company filed an answer to the complaint, denying the allegations. The Company believes that the suit is without merit and that the Company will ultimately prevail in any litigation.

On July 27, 2021, the Company filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the District Court, City and County of Denver, State of Colorado, alleging breach of contract on subleases for which RAM has failed to make the required payments to the Company pursuant to the respective sublease agreements. The alleged damages under the sublease terms and other ancillary agreements amount to $1,480,881, $377,568, $1,027,635, and $1,418,480, respectively. In addition, the lawsuit alleges that RAM failed to make payments pursuant to a promissory note (the “Note”) in which the Company and RAM entered into on April 3, 2018. The Note was for the principal amount of $330,000 with interest at 18% per annum. The Note had a maturity date of April 2, 2019. The lawsuit seeks payment from RAM and Demers for the total balance due on the Note of $330,000 plus the interest due therein. On October 8, 2021, RAM and Demers filed a joint answer to the lawsuit, and the parties are now engaged in the discovery process.

Note 11 – Subsequent Events

~~In November 2017,~~The Company evaluated subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company ~~notified its shareholders of its intention to amend its Certificate of Incorporation to increase~~did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the ~~number of authorized shares of Common Stock from 95,000,000 shares to 195,000,000 shares. A majority of shareholders of record as of September 17, 2017 approved this increase.~~consolidated financial statements.

~~Subsequent to September 30, 2017,~~During October, 2021, the ~~Company has issued~~ ~~3,729,038~~remaining 113,850 outstanding shares of preferred stock and accrued dividends were converted into 12,463,578 shares of common stock to convertible notes holders who converted their notes during nine months ended September 30, 2017, resulting in the increase in shares of common stock authorized and issued from 57,008,298 at September 30, 2017 to 60,737,336 as of November 20, 2017.stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

Special Note Regarding Forward-Looking Information

The following discussion and analysis of the results of operations and financial condition of Diego Pellicer Worldwide, Inc. (the “Company”, “we”, “us” or “our”) should be read in conjunction with the financial statements of Diego Pellicer Worldwide, Inc. and the notes to those financial statements that are included elsewhere in this Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Business sections in the financial statements and footnotes included in the Company’s Form 10-K filed on ~~May 31, 2017~~April 12, 2021 for the year ended December 31, ~~2016.~~2020. Words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements.

Overview of the Market

Diego Pellicer Worldwide, Inc. was established on August 26, 2013 to take advantage of growing market for legalized cannabis being made possible by the escalating legislation allowing for the legalization of cannabis operations in the majority of ~~states:~~states. The cannabis market has a multi-billion dollar potential. The industry is in its infancy and is rapidly being propelled towards its potential by the state legalization and the rush by suppliers to meet the pent-up demand. Most suppliers are small unsophisticated but capable operators. The federal legal constraints provide an opportunity to those companies early to the market to gain a first mover advantage and to the successful ones, an opportunity to be a consolidator in the industry.

What is Diego’s Strategy, Phases One and Two?

Diego is a real estate and a consumer retail development company that is focused on high quality recurring revenues resulting from leasing real estate to licensed cannabis operators, and the management of operations for these and other third party cannabis operators deriving income from management and royalty fees. Diego provides a competitive advantage to these operators by developing “Diego Pellicer” as the world’s first premium marijuana brand and by establishing the highest quality standards for its facilities and products.

The ~~industry is operating under stringent regulations within the various state jurisdictions. The company’s primary business plan~~Company’s first phase strategy is to lease ~~various properties~~and develop the most prominent and convenient real estate locations for the purposes of leasing them to state licensed operators in ~~these jurisdictions to grow, process~~the cannabis industry. Diego’s first phase revenues result from leasing real estate and ~~sell cannabis and related products. The Company will also provide educational training, compliance consultation, branding, and~~selling non-cannabis related accessories to our tenants. The Company has developed a brand name strategy, providing training, design services, branded accessories, systems and systems training, locational selection, and other advisory services to their tenants. ~~These leases are expected provide~~We enter into branding agreements with our tenants. In addition, part of the vetting process in finding the proper tenant is selecting a ~~substantial stream of income. We believe~~tenant that asshares the Company’s values and strictly complies with respective state laws, ~~evolve, it is possible that we~~follows strict safety and testing requirements, and provides consistent, high-quality products. If the tenants do not comply, they will ~~have~~not be allowed to use the ~~opportunity to participate directly in these operations. Accordingly, the Company will selectively negotiate an option on our tenants’ operating company.~~

~~The company has already established four facilities in markets that have experienced high growth, Washington and Colorado. This growth is illustrated in the tables below:~~

~~Source: Washington State Liquor and Cannabis Board and Colorado Department of Revenue~~brand.

The ~~legalization taking place in other states such as California~~second phase of our strategy is to secure options to purchase the tenant’s operations. When mutually advantageous for Diego and ~~Florida present opportunities many time that~~the tenant, Diego will negotiate acquisition contracts with selected Diego operators/tenants. When it becomes federally legal to do so, Diego will execute the acquisition contracts, consolidate our selected tenants, and become a nationally branded marijuana retailer and producer concurrent with the change of ~~Washington and Colorado. The Company is exploring opportunities in Oregon, California and Florida and is getting inquiries from other potential operators in other jurisdictions.~~

~~This market is projected to grow rapidly in the future as this chart below illustrates:~~federal law.

Diego Pellicer Management Company, a wholly owned subsidiary, will license the upscale Diego Pellicer (“DP”) brand to qualified operators and receive royalty payments, while providing expertise in retail, product, and manufacturing from Diego’s management team.

~~Source: Marijuana Business Daily~~Recent Developments

~~2017 A YEAR~~ ~~OF TRANSITION~~During the fiscal quarter, the Company continued its focus on seeking complimentary acquisitions that are additive to the Company’s overall strategic plan.

This past nine months has been a time of great transition for the Company. An effective and experienced team had to be assembled to complement the current executives with knowledge and experience in real estate operations, banking, site selection, branding, facility design, corporate finance, investor relations, Additional capital needed to be raised in order to have sufficient cash to finish construction of the four facilities, build more facilities, and achieve a positive cash flow. Much of the Company’s debt was delinquent and needed to be repaid or renegotiated. New markets had to be explored, new alliances forged, and opportunities prioritized.RESULTS OF OPERATIONS

Two experienced executives joined the management team in the first quarter 2017 after having served in a consulting capacity since the summer of 2016. One executive had been the CEO of a publicly traded company for 15 years and the other had founded and operated several financial institutions and served on the boards of several public companies. The Company also engaged an advisor with extensive experience in national brand retail site selection, a consultant for branding and design that had been instrumental in the design of Apple stores and other facilities, and a world-renowned architectThree months ended September 30, 2021 compared to ~~design and standardize our retail facilities.~~

~~$1,278,500 in new capital was raised. New markets were explored. Four facilities were opened and began generating rents. All delinquent notes were renegotiated.~~

~~RESULTS OF OPERATIONS~~three months ended September 30, 2020

After rental expense the gross margins on the lease were as follows:

Three Months Ended Three Months Ended Increase (Decrease)
September 30, 2017 September 30, 2016 $ %
Total revenues
Rental Income $ 297,428 $ 90,334 $ 207,094 230 %
Rent expense (191,556 ) (257,599 ) 66,043 26 %
Gross Profit $ 105,872 $ (167,265 ) $ 273,137 164 %
General and administrative expense
871,217
738,532
132,685
18 %
Selling expense 37,855 5,009 32,846 656 %
Depreciation expense 108,710 - 108,710 * %
Loss from operations $
(911,910
) $ (910,806 ) $
(1,104
) * %

	Three Months Ended			Three Months Ended			Increase (Decrease)
	September 30, 2021			September 30, 2020			$			%
Revenues
Net rental revenue	$	198,505		$	351,502		$	(152,997	)		-44	%
Rental expense		(157,466	)		(283,916	)		(126,450	)		-45	%
Gross profit		41,039			67,586			(26,547	)		-39	%
General and administrative expenses		221,289			356,305			(135,016	)		-38	%
Selling expense		8,870			9,552			(682	)		-7	%
Loss from operations	$	(189,120	)	$	(298,271	)	$	109,151			37	%

Nine Months Ended Nine Months Ended Increase (Decrease)
September 30, 2017 September 30, 2016 $ %
Total revenues
Rental Income $ 1,152,425 $ 313,202 $ 839,223 268 %
Rent expense (828,677 ) (831,262 ) 2,585 - %
Gross Profit $ 323,748 $ (518,060 ) $ 841,808 163 %
General and administrative expense 3,439,038 4,081,460 (642,422 ) (16 )%
Selling expense 71,744 5,009 66,735 1,333 %
Depreciation expense 348,209 - 348,209 * %
Loss from operations $ (3,535,243 ) $ (4,604,529 ) $ (1,069,286 ) (23 )%

* Not divisible by zero

~~Gross profit.~~Revenues. ~~Rent revenue exceeded rental expense by $105,872 and $323,748 for~~For the three ~~and nine~~ months ended September 30, ~~2017~~2021 and 2020, the Company leased two and three facilities, respectively, ~~compared~~ to ~~a loss of $167,265 and $518,060~~licensees in Colorado (one lease was terminated October 1, 2020). Total revenue for the ~~for the~~ three ~~and nine~~ months ended September 30, ~~2016 respectively. The increase~~2021 was $198,505, as compared to $351,502 for the three months ended September 30, 2020, a decrease of $152,997, primarily due to the lease termination in late 2020.

Gross profit. Rental revenue for the period ended September 30, 2021 decreased over the prior three months ended September 30, 2020, resulting in a gross profit ~~was primarily attributable to rental income~~of $41,039, a decrease of $26,547 from a gross profit of $67,586 for the three months ended September 30, 2020, resulting from the ~~completion of construction and the commencement of operations~~decrease in ~~the Company’s four facilities.~~revenue due to a lease termination in October 2020.

General and ~~administrative.~~administrative expense.Our general and administrative expenses for the three months ended September 30, 2021 were $221,289, compared to $356,305 for the three months ended September 30, 2020. The decrease of $135,016 was largely attributable to a decrease in professional fees during the three months ended September 30, 2021.

Selling expense. Our selling expenses for the three months ended September 30, 2021 were $8,870, compared to $9,552 for the three months ended September 30, 2020. The decrease of $682 was due to decreased website expense.

	Three Months Ended			Three Months Ended			Increase (Decrease)
	September 30, 2021			September 30, 2020			$			%
Other income (expense)
Interest income	$	14,931		$	36,279		$	(21,348	)		-59	%
Other income		—			7,839			(7,839	)		-100	%
Interest expense		(150,487	)		(207,427	)		(56,940	)		-28	%
Lease termination payments		33,851			—			33,851			100	%
Extinguishment of debt		—			(677	)		677			100	%
Change in derivative liabilities		1,093,766			(372,217	)		1,465,983			394	%
Change in value of warrants		1,678			362			1,316			364	%
Total other income (expense), net	$	993,739		$	(535,841	)	$	1,529,580			286	%

The increase in net other income resulted primarily from the effects that the changes in market value of the Company’s stock had on the derivative liability associated with our convertible debt and preferred stock, including gain resulting from the extinguishment of derivative liabilities during the period, and from decreased financing costs of new debt incurred by the Company.

Nine months ended September 30, 2021 compared to nine months ended September 30, ~~2017~~2020

After rental expense the gross margins on the lease were ~~$871,217, and $3,439,038 respectively, compared to $738,532 and $4,081,460 for~~as follows:

	Nine Months Ended			Nine Months Ended			Increase (Decrease)
	September 30, 2021			September 30, 2020			$			%
Revenues
Net rental revenue	$	582,010		$	1,080,382		$	(498,372	)		-46	%
Rental expense		(475,521	)		(857,535	)		(382,014	)		-45	%
Gross profit		106,489			222,847			(116,358	)		-52	%
General and administrative expenses		695,787			885,960			(190,173	)		-22	%
Selling expense		26,679			24,593			2,086			8	%
Loss from operations	$	(615,977	)	$	(687,706	)	$	71,729			-10	%

Revenues. For the ~~three and~~ nine months ended September 30, ~~2016 respectively.~~2021 and 2020, the Company leased two and three facilities, respectively, to licensees in Colorado (one lease was terminated October 1, 2020). Total revenue for the nine months ended September 30, 2021 was $582,010, as compared to $1,080,382 for the nine months ended September 30, 2020, a decrease of $498,372, primarily due to the lease termination in late 2020.

Gross profit. Rental revenue for the period ended September 30, 2021 decreased over the prior nine months ended September 30, 2020, resulting in a gross profit of $106,489, a decrease of $116,358 from a gross profit of $222,847 for the nine months ended September 30, 2020, resulting from the decrease in revenue due to a lease termination in October 2020.

General and administrative expense. Our general and administrative expenses for the nine months ended September 30, 2021 were $695,787, compared to $885,960 for the nine months ended September 30, 2020. The decrease of ~~$642,422 for the 9 months~~190,173 was ~~mostly~~largely attributable to a reduction in ~~salaries~~executive stock compensation and professional fees during the nine months ended September 30, ~~2017. The increase of $132,685~~2021.

Selling expense. Our selling expenses for the ~~three~~nine months ended September 30, ~~2017 was relatively consistent with previous periods.~~

Three Months Ended Three Months Ended Increase (Decrease)
September 30, 2017 September 30, 2016 $ %
Other income (expense):
Interest expense $ (1,230,865 ) $ (111,254 ) $ (1,119,611 ) 1,007 %
Other income and expense 1,470,334 (713,724 ) 2,184,058 306 %
Change in fair value of derivative and warrant liabilities (3,378,706 ) (136,485 ) (3,242,221 ) (2,376 )%
Net other income $ (3,139,237 ) $ (961,463 ) $ (2,177,774 ) (227 )%

* Not divisible by zero

Nine Months Ended Nine Months Ended Increase (Decrease)
September 30, 2017 September 30, 2016 $ %
Other income (expense):
Interest expense $ (1,965,863 ) $ (216,910 ) $ (1,748,953 ) (807 )%
Other income and expense (4,147,150 ) (686,724 ) (3,460,426 ) 504 %
Change in fair value of derivative and warrant liabilities (2,695,303 ) (30,149) (2,665,154 ) (8,840 )%
Net other income $ (8,808,316 ) $ (933,783) $ (7,874,533 ) (844 )%

* Not divisible by zero

~~The increase in other expense of $7,874,533 and $2,177,774 respectively~~2021 were $26,679, compared to $24,593 for the nine months ~~and three months~~ ended September 30, ~~2017 September 30, 2016~~2020. The increase of $2,086 was ~~largely~~due to additional expenditures for services related to our website.

	Nine Months Ended			Nine Months Ended			Increase (Decrease)
	September 30, 2021			September 30, 2020			$			%
Other income (expense)
Interest income	$	69,511		$	102,058		$	(32,547	)		-32	%
Other income		—			7,839			(7,839	)		-100	%
Forgiveness of debt income		56,908			—			56,908			100	%
Interest expense		(534,070	)		(1,502,058	)		(967,988	)		-64	%
Lease termination payments		101,554			—			101,554			100	%
Extinguishment of debt		389,550			1,255			388,295			30,940	%
Change in derivative liabilities		2,824,050			1,095,821			1,728,229			158	%
Change in value of warrants		(387	)		334			(721	)		-216	%
Total other income (expense), net	$	2,907,116		$	(294,751	)	$	3,201,867			1,086	%

The increase in net other income resulted primarily from the ~~result~~effects that the changes in market value of the ~~noncash~~Company’s stock had on the derivative liability associated with our convertible debt and preferred stock, including gain resulting from the extinguishment of derivative liabilities during the period, and from decreased financing costs ~~change in derivative liabilities and interest for~~of new debt incurred by the ~~convertible notes issued in connection with the refinancing of notes that had come due and the subsequent conversion of a portion of those notes.~~Company.

LIQUIDITY AND CAPITAL RESOURCES

	NineMonths Ended			NineMonths Ended			Increase (Decrease)						Nine Months Ended			Nine Months Ended			Increase (Decrease)
	September 30, 2017			September 30, 2016			$			%			September 30, 2021			September 30, 2020			$			%
Net Cash used in operating activities	$	(968,321	)	$	(644,558	)		(323,763	)	$	(50	)%	$	(121,456	)	$	(326,195	)	$	204,739			63	%
Net Cash used in investing activities		(125,000	)		(412,090	)	$	287,090			69	%
Net Cash used by financing activities		1,149,450			1,050,491			98,959			9	%
Net Increase in Cash		56,129			(6,157	)		62,286			1,012	%
Net Cash provided by financing activities														67,000			398,944			(331,944	)		-83	%
Net Increase (Decrease) in Cash														(54,456	)		72,749			(127,205	)		-175	%
Cash - beginning of period		51,333			36,001			15,332			43	%		327,864			317,446			10,418
Cash - end of period	$	107,462		$	29,844		$	77,618			260	%	$	273,408		$	390,195		$	(116,787	)		-30	%

~~Net Cash used in~~ Operating Activities.For the nine months ended September 30, ~~2017,~~2021, the ~~operations used~~ net cash used of ~~$968,321.~~

~~Investing Activities.~~~~The cash used~~$121,456 was a decrease over the same period of the prior year of $204,739. Cash provided by operating assets and liabilities increased by $173,686, augmented by a decrease in ~~investing activities for the nine months ended September 30, 2017~~loss from operations, after non-cash adjustments, of ~~$125,000 for acquisition~~$31,053. In April 2021, we received a payment on other receivables of ~~property and equipment for facility construction.~~$493,770.

Financing Activities.During the nine months ended September 30, ~~2017, $1,149,450~~2021, $267,000 in ~~net~~ proceeds were received from the sale of preferred stock. Payments of convertible notes payable ~~issued less notes paid. During~~were $200,000. For the nine months ended September 30, ~~2016,~~2020, we received $100,000 in proceeds from convertible notes payable and $100,000 from the sale of preferred stock. We also received a loan from Numerica Credit Union, in the amount of $56,444, pursuant to the Paycheck Protection Program and a loan from the Small Business Association, in the amount of $150,000, pursuant to an Economic Injury Disaster Loan. Payment of debt cost was $7,500.

Going Concern

The Company believes that it has sufficient cash on hand and cash generated by real estate leases to sustain operations provided that management and board members continue to agree to be paid company stock in exchange for accrued compensation. There are other future noncash charges in connection with financings such as a change in derivative liability that will affect income but have no effect on cash flow.

Although the Company has been successful raising additional capital, there is no assurance that the company ~~received $1,050,491~~will sell additional shares of stock or borrow additional funds. The Company’s inability to raise additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from ~~financing proceeds.~~the outcome of this uncertainty. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. However, cash generated from lease revenues is currently exceeding lease costs, but is insufficient to cover operating expenses.

~~Non-Cash Investing and Financing Activities.~~ Non-cash activities for the nine months ended September 30, 2017 was the conversion of a convertible note for $50,000 in principal and $3,303 in interest. 469,260 shares of common stock were issued for this conversionCritical Accounting Policies

Our critical accounting policies are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

Recently Issued Accounting Standards

Our recently issued accounting standards are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in this Quarterly Report.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

We(a) Disclosure Controls and Procedures

As of September 30, 2021, being the end of the period covered by this Report, we carried out an evaluation required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Quarterly Report.

~~Evaluation of Disclosure Controls and Procedures~~

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this ~~Annual Report~~quarterly report (the “Evaluation Date”), pursuant to Rule ~~13a-15(b)~~13a- 15(b) under the Exchange Act.

Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, due to material weaknesses in our control environment and financial reporting process.

~~Limitations on the Effectiveness of Controls~~

Our management, including our principal executive officer and principal financial officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in ~~decision-making~~decision- making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Changes~~(b) Management’s Quarterly Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Based on our evaluation under the framework described above, as of September 30, 2021, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;

2) inadequate segregation of duties consistent with control objectives;

3) ineffective controls over period end financial disclosure and reporting processes; and

4) lack of accounting personnel with adequate experience and training.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As of the date of this Quarterly Report, the Company does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting process will continue due to lack of available capital. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(c) Change in Internal Control over Financial Reporting

There were no significant changes into our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during ~~the three months ended September 30, 2017~~our third fiscal quarter that could materially ~~affected,~~affect, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~We are currently~~Other than as listed below, the Company is not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, ~~self-regulatory~~self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

COVID-19

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~On September 2, 2021, we issued 976,526 shares of common stock upon conversion of 20,000 shares of Series C Convertible Preferred Shares and accrued dividends.

On September 8, 2021, we issued 2,512,077 shares of common stock upon conversion of 50,000 shares of Series C Convertible Preferred Shares and accrued dividends.

On September 14, 2021, we issued 1,890,909 shares of common stock upon conversion of 30,000 shares of Series C Convertible Preferred Shares and accrued dividends.

On September 22, 2021, we issued 2,915,888 shares of common stock upon conversion of 30,000 shares of Series C Convertible Preferred Shares and accrued dividends.

On September 30, 2021, we issued 5,400,417 shares of common stock upon conversion of 49,850 shares of Series C Convertible Preferred Shares and accrued dividends.

The securities in the transactions described above were sold or issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering. All certificates evidencing the shares sold or issued bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~None.~~As of September 30, 2021, a convertible note in the principal amount of $515,607 was past its maturity date. The Company has not yet received any default notices. The convertible note is in the process of being renegotiated.

As of September 30, 2021, a convertible note in the principal amount of $2,383,667 was past its maturity date. The Company has not yet received any default notices. The convertible note is in the process of being renegotiated.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~On July 27, 2021, the Company filed a lawsuit against Royal Asset Management, LLC (“RAM”) and Neil Demers (“Demers”) in the District Court, City and County of Denver, State of Colorado, alleging breach of contract on subleases for which RAM has failed to make the required payments to the Company pursuant to the respective sublease agreements. The alleged damages under the sublease terms and other ancillary agreements amount to $1,480,881, $377,568, $1,027,635, and $1,418,480, respectively. In addition, the lawsuit alleges that RAM failed to make payments pursuant to a promissory note (the “Note”) in which the Company and RAM entered into on April 3, 2018. The Note was for the principal amount of $330,000 with interest at 18% per annum. The Note had a maturity date of April 2, 2019. The lawsuit seeks payment from RAM and Demers for the total balance due on the Note of $330,000, plus the interest due therein. On October 8, 2021, RAM and Demers filed a joint answer to the lawsuit, and the parties are now engaged in the discovery process.

ITEM 6. EXHIBITS

~~Exhibits~~		Incorporated by Reference		Filed or Furnished
~~31.1~~ Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith

31.1	Certification of Principal Executive Officer, ~~of the Registrant pursuant to 18 U.S.C. Section 1350 as adopted~~ pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002				û
31.2
~~31.2~~	Certification of Principal Financial Officer, ~~of the Registrant pursuant to 18 U.S.C. Section 1350 as adopted~~ pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002				û
32.1
32.1*	Certification of Principal Executive Officer, pursuant to ~~18U.S.C.~~18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				û
32.2
32.2*	Certification of Principal Financial Officer, ~~of the Registrant~~ pursuant to ~~18U.S.C.~~18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002				û
101.INS
~~101.INS~~	XBRL Instance Document				û
101.SCH	XBRL Taxonomy Extension Schema Document				û
~~101.SCH~~ 101.CAL	XBRL Taxonomy ~~Schema~~Extension Calculation Linkbase Document.				û
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				û
~~101.CAL~~ 101.LAB	XBRL Taxonomy ~~Calculation~~Extension Label Linkbase Document				û
101.PRE
~~101.DEF~~	XBRL Taxonomy ~~Definition Linkbase~~

~~101.LAB~~	~~XBRL Taxonomy Label Linkbase~~

~~101.PRE~~	~~XBRL Taxonomy~~Extension Presentation Linkbase Document				û

*In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

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.

	DIEGO PELLICER WORLDWIDE, INC.

Date: November 12, 2021	By:	/s/ Nello Gonfiantini III
		Nello Gonfiantini III, Chief Executive Officer
		(Principal Executive Officer)

~~Date: November 20, 2017~~	~~By:~~	/s/ ~~Ron Throgmartin~~Christopher Strachan
		~~Ron Throgmartin,~~Christopher Strachan, Chief ~~Executive~~Financial Officer
		(Principal ~~Executive~~Financial and Accounting Officer)

Delaware		33-1223037
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or organization)		(I.R.S. Employer Identification No.)

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

Large accelerated Filer	~~[ ]~~ ☐		Accelerated Filer	~~[ ]~~ ☐
Non-accelerated Filer	~~[ ]~~ ☒		Small Reporting Company	~~[X]~~ ☒
~~(Do not check if smaller reporting company)~~		Emerging ~~Growth Company~~growth company	~~[ ]~~ ☐

		Page

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4 1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21 17
Item 4.	Controls and Procedures	21 18

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22 19
Item 1A.	Risk Factors	22 19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22 19
Item 3.	Defaults Upon Senior Securities	22 19
Item 4.	Mine Safety Disclosures	22 19
Item 5.	Other Information	22 19
Item 6.	Exhibits	22 20

~~Delaware~~		~~33-1223037~~ DIEGO PELLICER WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)

	September 30, 2017			December 31, 2016
		(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	107,462		$	51,333
Accounts receivable		25,355			-
Prepaid expenses		78,746	��		482,765
Inventory		29,975			47,025
Deferred rent receivable		20,867			-
Total current assets		262,405			581,123
Property and equipment net		517,838			758,112
Investments at cost		-			43,333
Security deposits		320,000			320,000

Total assets	$	1,100,243		$	1,702,568

Liabilities and deficiency in stockholders’ equity

Current liabilities:
Accounts payable	$	495,619		$	823,797
Accrued payable - related party		743,166			509,294
Accrued expenses		186,499			1,207,803
Notes payable - related party		307,312			307,312
Notes payable		126,000			1,310,678
Convertible notes, net of discount		369,162			334,156
Deferred rent		77,182			107,957
Deferred revenue		53,000			53,000
Derivative liabilities		4,767,377			338,282
Warrant liabilities		379,084			-

Total current liabilities		7,504,401			4,992,279

Deferred revenue		275,500			316,000

Total liabilities		7,779,901			5,308,279

Deficiency in stockholders’ equity:

Preferred stock, Series A and B, par value $.0001 per share; 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock, par value $.000001 per share; 95,000,000 shares authorized, 57,008,298and 49,081,878 shares outstanding as of September 30, 2017 and December 31, 2016, respectively,		57			49
Additional paid-in capital		26,791,545			24,508,365
Stock to be issued		6,986,424			-
Accumulated deficit		(40,457,684	)		(28,114,125	)

Total deficiency in stockholders’ equity		(6,679,658	)		(3,605,711	)

Total liabilities and deficiency in stockholders’ equity	$	1,100,243		$	1,702,568

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016

REVENUES
Net Rental Revenue	$	297,428		$	90,334		$	1,152,425		$	313,202
Rental Expense		(191,556	)		(257,599	)		(828,677	)		(831,262	)
Gross Profit		105,872			(167,265	)		323,748			(518,060	)

Operating expenses:
General and administrative expenses		871,217			738,532			3,439,038			4,081,460
Selling Expense		37,855			5,009			71,744			5,009
Depreciation Expense		108,710			-			348,209			-
Income (Loss) from Operations		(911,910	)		(910,806	)		(3,535,243	)		(4,604,529	)

Other Income (Expense)
Licensing Revenue		13,500			13,500			40,500			40,500
Other Income (Expense)		5,978						51,808
Interest Expense		(1,230,865	)		(111,254	)		(1,965,863	)		(216,910	)
Impairment Loss		-			(727,224	)		(82,478	)		(727,224	)
Extinguishment of Debt		1,450,856						(4,156,980	)
Change in Derivative Liabilities		(3,310,838	)		(136,485	)		(2,316,219	)		(30,149	)
Change in Value of Warrants		(67,868	)					(379,084	)
Total Other Income (Loss)		(3,139,237	)		(961,463	)		(8,808,316	)		(933,783	)

Provision for taxes
NET INCOME (LOSS)	$	(4,051,147	)	$	(1,872,269	)	$	(12,343,559	)	$	(5,538,312	)

Loss per share - basic and diluted		(0.07	)	$	(0.04	)		(0.24	)	$	(0.14	)

Weighted average common shares outstanding - basic and diluted		54,208,198			43,505,355			51,483,444			40,891,947

	Estimated
	Useful Lives	September 30, 2017			December 31, 2016
Machinery and equipment	5 years		-		$	39,145
Leasehold improvements	10 years		853,413			728,413
Less: Accumulated depreciation and amortization			(335,575	)		(9,446	)

Property and equipment, net		$	517,838		$	758,112

	Convertible notes			Discount			Convertible Note Net of Discount			Derivative Liabilities
Balance, December 31, 2016		370,500			36,344			334,156			338,282
Issuance of convertible notes		3,762,342			1,278,500			2,483,842			7,622,392
Conversion of convertible notes		(3,031,843	)		(116,180	)		(2,915,663	)		(5,509,516	)
Change in fair value of derivatives		—			—			—			2,316,219
Amortization		—			(466,827	)		466,827			—
Balance September 30, 2017	$	1,100,999		$	731,837		$	369,162		$	4,767,377

	For the Nine Months Ended September30, 2017			For the Year Ended December 31, 2016
Annual dividend yield		0	%		0	%
Expected life (years)		3-10			5
Risk-free interest rate		1.10 – 2.34	%		0.90	%
Expected volatility		232 - 234			266

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding, December 31, 2016		2,027,313	$	1.18		3.43
Exercisable, December 31, 2016		2,027,313	$	1.18		3.43
Granted		2,900,000		-		-
Balance outstanding, September 30, 2017		4,927,313	$	0.65		5.07
Exercisable, September 30, 2017		4,927,313	$	0.65		5.07

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Balance outstanding, December 31, 2016		1,000,000	$	0.30		4.50
Exercisable, December 31, 2016		200,000	$	0.30		4.50
Granted		4,899,180		0.25		5.00
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Balance outstanding, September 30, 2017		5,899,180	$	0.26		8.40
Exercisable, September 30, 2017		2,849,590	$	0.26		8.56

2017	$	541,110
2018		1,131,078
2019		746,039
2020		594,444
2021		431,227
2022		240,000
2023		240,000
2024		240,000
2025		40,000
Total	$	4,203,898