UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, ~~2021~~2022

☐

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

For the transition period from ____________ to ____________

Commission file number: ~~333-200529~~000-56151

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada		61-1744826
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~3471 W. Oquendo Road~~6605 Grand Montecito Pkwy, Suite ~~301~~100, Las Vegas, NVNevada89149		~~89118~~89149
(Address of principal executive offices)		(zip code)

(800) 605-3210

(Registrant’s telephone number, including area code)

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

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

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

~~Yes~~ ☒

Yes ☒ No ☐

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

~~Yes~~ ☒

~~No ☐~~

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

~~Yes ☐~~

No ☒

Yes ☐ No ☒

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

The number of shares of registrant’s common stock outstanding as of November ~~12, 2021~~11, 2022 was ~~61,925,983~~67,202,907.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		1
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021 ~~and 2020~~ (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 ~~and 2020~~ (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 ~~and 2020~~ (Unaudited)	45
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	56
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1921
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~	24
~~PART II - OTHER INFORMATION~~
~~ITEM 1.~~	~~Legal Proceedings~~	25
~~ITEM 1A.~~	~~RISK FACTORS~~	25
~~ITEM 2.~~	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~	25
~~ITEM 3.~~	~~DEFAULTS UPON SENIOR SECURITIES~~	25
ITEM 4.	CONTROLS AND PROCEDURES	26
PART II - OTHER INFORMATION		26
ITEM 1.	Legal Proceedings	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	MINE SAFETY DISCLOSURES	2625
ITEM 5.	OTHER INFORMATION	2526
ITEM 6.	EXHIBITS	2627
	SIGNATURES	2729

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,			September 30,			December 31,
	2021			2020			2022			2021
		(Unaudited)						(Unaudited)
Assets

Current assets:
Cash	$	698,667		$	28,920		$	68,621		$	119,678
Accounts receivable		28,923			5,636			31,096			19,880
Inventory		526,680			267,152			319,220			198,595
Other current assets		220,720			118,911			49,258			158,836
Total current assets		1,474,990			420,619			468,195			496,989

Other assets								180,521			147,194
Right-of-use assets		160,792			195,029			32,357			-
Security deposits		1,224,561			65,114			1,450,008			1,255,988
Fixed assets, net		947,543			726,820			996,283			1,003,013

Total Assets	$	3,807,886		$	1,407,582		$	3,127,364		$	2,903,184

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable	$	463,378		$	734,554		$	739,195		$	480,146
Accrued expenses		453,155			550,535			813,314			457,762
Deferred revenues								35,340			30,164
Dividends payable		86,482			37,236			127,891			98,920
Current portion of lease liabilities		48,932			45,271			17,106			-
Notes payable, net of discounts of $558,696 at September 30, 2021		360,578			334,841
Convertible notes payable, net of $412,673 of debt discounts at December 31, 2021								750,000			337,327
Notes payable, current maturities								154,455			119,274
Notes payable, related parties, current maturities								99,500			-
Total current liabilities		1,412,525			1,702,437			2,736,801			1,523,593

Long-term lease liability		119,140			156,254			15,703			-
Notes payable, long-term portion								700,000			-
Notes payable, related parties, long-term portion								200,000			200,000

Total Liabilities		1,531,665			1,858,691			3,652,504			1,723,593

Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 95,233 and 150,233 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		952,330			1,502,330
Series B convertible preferred stock, $0.001 par value, 300,000 shares authorized; 238,502 and -0- shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		3,577,530			-
Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 65,233 shares issued and outstanding								652,330			652,330
Series B convertible preferred stock, $0.001 par value, 600,000 shares authorized; 262,168 and 238,501 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively								3,932,520			3,577,515
Convertible preferred stock value								3,932,520			3,577,515

Stockholders’ Equity (Deficit):
Preferred stock, $0.001 par value, 9,200,000 shares authorized; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 61,675,983 and 53,085,305 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		61,676			53,085
Preferred stock, $0.001 par value, 9,200,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively								-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 67,202,907 and 65,599,565 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively								67,203			65,600
Additional paid-in capital		16,191,828			14,103,672			17,092,375			16,843,656
Subscriptions payable, consisting of 1,250,000 and 750,000 at September 30, 2021 and December 31, 2020, respectively		150,062			75,000
Subscriptions payable, consisting of 262,066 shares at December 31, 2021								-			21,725
Accumulated other comprehensive loss		(63,789	)		(52,870	)		(57,541	)		(64,347	)
Accumulated (deficit)		(18,593,416	)		(16,132,326	)		(22,212,027	)		(19,916,888	)
Total Stockholders’ Equity (Deficit)		(2,253,639	)		(1,953,439	)		(5,109,990	)		(3,050,254	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	3,807,886		$	1,407,582		$	3,127,364		$	2,903,184

See accompanying notes to financial statements.

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

													2022			2021			2022			2021
	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Revenues	$	7,845		$	42,598		$	73,450		$	103,384		$	33,373		$	7,845		$	76,384		$	73,450
Cost of goods sold		7,058			7,682			14,810			24,433			23,969			7,058			54,765			14,810
Gross profit		787			34,916			58,640			78,951			9,404			787			21,619			58,640

Operating expenses:
General and administrative		358,382			793,846			1,466,954			3,293,009			378,910			358,382			1,148,100			1,466,954
Professional fees		153,484			364,111			679,141			3,454,966			95,946			153,484			380,801			679,141
Depreciation expense		6,939			9,496			29,937			23,706			9,883			6,939			34,540			29,937
Total operating expenses		518,805			1,167,453			2,176,032			6,771,681			484,739			518,805			1,563,441			2,176,032

Operating loss		(518,018	)		(1,132,537	)		(2,117,392	)		(6,692,730	)		(475,335	)		(518,018	)		(1,541,822	)		(2,117,392	)

Other income (expense):
Sublease income		5,000			-			19,500			-			-			5,000			1,000			19,500
Loss on sale of fixed assets														(9,041	)		(17,563	)		(9,041	)		(17,563	)
Gain on early extinguishment of lease														20,148			-			20,148			-
Gain on early extinguishment of debt														-			-			121,372			-
Interest income		765			-			2,323			-			-			765			41			2,323
Loss on disposal of fixed assets		(17,563	)		-			(17,563	)		-
Interest expense		(137,863	)		(7,517	)		(347,958	)		(28,571	)		(529,915	)		(137,863	)		(886,837	)		(347,958	)
Total other expense		(149,661	)		(7,517	)		(343,698	)		(28,571	)		(518,808	)		(149,661	)		(753,317	)		(343,698	)

Net loss	$	(667,679	)	$	(1,140,054	)	$	(2,461,090	)	$	(6,721,301	)	$	(994,143	)	$	(667,679	)	$	(2,295,139	)	$	(2,461,090	)

Other comprehensive loss:
Loss on foreign currency translation	$	(5,500	)	$	(497	)	$	(10,919	)	$	(28,700	)
Gain (loss) on foreign currency translation													$	2,334		$	(5,500	)	$	6,806		$	(10,919	)

Net other comprehensive loss	$	(673,179	)	$	(1,140,551	)	$	(2,472,009	)	$	(6,750,001	)	$	(991,809	)	$	(673,179	)	$	(2,288,333	)	$	(2,472,009	)
Series A convertible preferred stock declared ($0.60 per share)		(14,403	)		(14,870	)		(49,246	)		(14,870	)
Series A convertible preferred stock dividends declared ($0.60 per share)														(9,866	)		(14,403	)		(28,971	)		(49,246	)
Net loss attributable to common shareholders	$	(687,582	)	$	(1,155,421	)	$	(2,521,255	)	$	(6,764,871	)	$	(1,001,675	)	$	(687,582	)	$	(2,317,304	)	$	(2,521,255	)

Weighted average number of common shares outstanding - basic and fully diluted		61,662,287			48,588,395			59,712,489			47,982,936

Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.02	)	$	(0.04	)	$	(0.14	)
Weighted average number of common shares outstanding - basic and diluted														66,080,317			61,662,287			65,850,852			59,712,489
Net loss per share - basic and diluted													$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.04	)

Dividends declared per share of common stock	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00

See accompanying notes to financial statements.

ONE WORLD PHARMA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

For the Three Months Ended September 30, 2020

Series A
Convertible

Series B
Convertible
Additional
Accumulated
Other

Total
Stockholders’

Preferred Stock Preferred Stock Common Stock Paid-In Subscriptions Comprehensive Accumulated
Equity

Shares Amount Shares Amount Shares Amount Capital Payable Income (Loss) Deficit (Deficit)

Balance, June 30, 2020 40,000 $ 400,000 - $ - 50,360,305 $ 50,360 $ 12,952,647 $ - $ (44,451 ) $ (13,748,413 ) $ (789,857 )

Series B convertible preferred stock sold for cash to our CEO
Series B convertible preferred stock sold for cash to our CEO, shares
Series B convertible preferred stock sold for cash
Series B convertible preferred stock sold for cash, shares
Adjustment of common stock issued for services
Adjustment of common stock issued for services, shares
Commitment shares issued pursuant to promissory note
Commitment shares issued pursuant to promissory note, shares
Exercise of cashless options
Exercise of cashless options, shares
Warrants issued as a debt discount
Series A Convertible Preferred Stock units sold for cash 107,833 1,078,330 - - - - - - - - -
Common stock sold for cash
Common stock sold for cash, shares
Conversion of series A convertible preferred stock
Conversion of series A convertible preferred stock, shares

Common stock issued for services - - - - 875,000 875 331,625 - - - 332,500

Common stock payable for services - - - - - - - 45,000 - - 45,000

Amortization of common stock options issued for services - - - - - - 326,424 - - - 326,424

Series A convertible preferred stock dividend declared ($0.60 per share) - - - - - - (14,870 ) - - - (14,870 )

Loss on foreign currency translation - - - - - - - - (497 ) - (497 )

Net loss - - - - - - - - - (1,140,054 ) (1,140,054 )

Balance, September 30, 2020 147,833 $  1,478,330 - $ - 51,235,305 $ 51,235 $ 13,595,826 $ 45,000 $ (44,948 ) $ (14,888,467 ) $ (1,241,354 )

For the Three Months Ended September 30, 2021

Series A
Convertible

Series B
Convertible
Additional
Accumulated
Other

Total
Stockholders’

Preferred Stock Preferred Stock Common Stock Paid-In Subscriptions Comprehensive Accumulated Equity
Shares Amount Shares Amount Shares Amount Capital Payable Income (Loss) Deficit (Deficit)

Balance, June 30, 2021 95,233 $ 952,330 205,169 $ 3,077,535 61,915,983 $  61,916 $  15,715,598 $ - $ (58,289 ) $  (17,925,737 ) $ (2,206,512 )

Series B convertible preferred stock sold for cash to our CEO - - 33,333 499,995 - - - - - - -

Adjustment of common stock issued for services - - - - (300,000 ) (300 ) (50,700 ) - - - (51,000 )

Commitment shares issued pursuant to promissory note - - - - - - - 150,062 - - 150,062

Exercise of cashless options - - - - 60,000 60 (60 ) - - - -

Warrants issued as a debt discount - - - - - - 358,017 - - - 358,017

Amortization of common stock options issued for services - - - - - - 183,376 - - - 183,376

Series A convertible preferred stock dividend declared ($0.60 per share) - - - - - - (14,403 ) - - - (14,403 )

Loss on foreign currency translation - - - - - - - - (5,500 ) - (5,500 )

Net loss - - - - - - - - - (667,679 ) (667,679 )

Balance, September 30, 2021 95,233 $ 952,330 238,502 $ 3,577,530 61,675,983 $ 61,676 $ 16,191,828 $ 150,062 $ (63,789 ) $ (18,593,416 ) $ (2,253,639 )

For the Nine Months Ended September 30, 2020

Series A
Convertible

Series B
Convertible
Additional
Accumulated
Other

Total
Stockholders’

Preferred Stock Preferred Stock Common Stock Paid-In Subscriptions Comprehensive Accumulated Equity
Shares Amount Shares Amount Shares Amount Capital Payable Income (Loss) Deficit (Deficit)

Balance, December 31, 2019 - $ - - $ - 44,804,305 $ 44,804 $ 8,150,004 $ 250,000 $ (16,248 ) $ (8,167,166 ) $ 261,394

Series A convertible preferred stock units sold for cash 147,833 1,478,330 - - - - - - - - -

Common stock sold for cash - - - - 500,000 500 249,500 (250,000 ) - - -

Common stock issued for services - - - - 5,931,000 5,931 3,335,569 - - - 3,341,500

Common stock payable for services - - - - - - - 45,000 - - 45,000

Amortization of common stock options issued for services - - - - - - 1,875,623 - - - 1,875,623

Series A convertible preferred stock dividend declared ($0.60 per share) - - - - - - (14,870 ) - - - (14,870 )

Loss on foreign currency translation - - - - - - - - (28,700 ) - (28,700 )

Net loss - - - - - - - - - (6,721,301 ) (6,721,301 )

Balance, September 30, 2020 147,833 $ 1,478,330 - $ - 51,235,305 $ 51,235 $ 13,595,826 $ 45,000 $ (44,948 ) $ (14,888,467 ) $ (1,241,354 )

																														Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Income (Loss)			Deficit			(Deficit)
	For the Nine Months Ended September 30, 2021																													For the Three Months Ended September 30, 2021
	Series A Convertible						Series B Convertible								Additional						Accumulated Other						Total Stockholders’			Series A Convertible				Series B Convertible										Additional					Accumulated Other						Total Stockholders’
	Preferred Stock						Preferred Stock				Common Stock				Paid-In			Subscriptions			Comprehensive			Accumulated			Equity			Preferred Stock				Preferred Stock				Common Stock						Paid-In			Subscriptions		Comprehensive			Accumulated			Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Payable			Income (Loss)			Deficit			(Deficit)			Shares		Amount		Shares		Amount		Shares			Amount			Capital			Payable		Income (Loss)			Deficit			(Deficit)

Balance, December 31, 2020		150,233		$	1,502,330			-	$	-		53,085,305	$	53,085	$	14,103,672		$	75,000		$	(52,870	)	$	(16,132,326	)	$	(1,953,439	)
Balance		150,233		$	1,502,330			-	$	-		53,085,305	$	53,085	$	14,103,672		$	75,000		$	(52,870	)	$	(16,132,326	)	$	(1,953,439	)
Balance, June 30, 2021																															95,233	$	952,330		205,169	$	3,077,535		61,915,983		$	61,916		$	15,715,598		$	-	$	(58,289	)	$	(17,925,737	)	$	(2,206,512	)

Series B convertible preferred stock sold for cash to our CEO		-			-			203,334		3,050,010		-		-		-			-			-			-			-			-		-		33,333		499,995		-			-			-			-		-			-			-

Series B convertible preferred stock sold for cash		-			-			35,168		527,520		-		-		(25	)		-			-			-			(25	)

Common stock sold for cash		-			-			-		-		750,000		750		74,250			(75,000	)		-			-			-

Conversion of series A convertible preferred stock		(55,000	)		(550,000	)		-		-		5,500,000		5,500		544,500			-			-			-			550,000

Common stock issued for services		-			-			-		-		280,678		281		56,515			-			-			-			56,796
Adjustment of common stock issued for services																															-		-		-		-		(300,000	)		(300	)		(50,700	)		-		-			-			(51,000	)

Commitment shares issued pursuant to promissory note		-			-			-		-		2,000,000		2,000		266,250			150,062			-			-			418,312			-		-		-		-		-			-			-			150,062		-			-			150,062

Exercise of cashless options		-			-			-		-		60,000		60		(60	)		-			-			-			-			-		-		-		-		60,000			60			(60	)		-		-			-			-

Warrants issued as a debt discount		-			-			-		-		-		-		358,017			-			-			-			358,017			-		-		-		-		-			-			358,017			-		-			-			358,017

Amortization of common stock options issued for services		-			-			-		-		-		-		837,955			-			-			-			837,955			-		-		-		-		-			-			183,376			-		-			-			183,376

Series A convertible preferred stock dividend declared ($0.60 per share)		-			-			-		-		-		-		(49,246	)		-			-			-			(49,246	)
Series A convertible preferred stock dividends declared ($0.60 per share)																															-		-		-		-		-			-			(14,403	)		-		-			-			(14,403	)

Loss on foreign currency translation		-			-			-		-		-		-		-			-			(10,919	)		-			(10,919	)		-		-		-		-		-			-			-			-		(5,500	)		-			(5,500	)

Net loss		-			-			-		-		-		-		-			-			-			(2,461,090	)		(2,461,090	)		-		-		-		-		-			-			-			-		-			(667,679	)		(667,679	)

Balance, September 30, 2021		95,233		$	952,330			238,502	$	3,577,530		61,675,983	$	61,676	$	16,191,828		$	150,062		$	(63,789	)	$	(18,593,416	)	$	(2,253,639	)		95,233	$	952,330		238,502	$	3,577,530		61,675,983		$	61,676		$	16,191,828		$	150,062	$	(63,789	)	$	(18,593,416	)	$	(2,253,639	)
Balance		95,233		$	952,330			238,502	$	3,577,530		61,675,983	$	61,676	$	16,191,828		$	150,062		$	(63,789	)	$	(18,593,416	)	$	(2,253,639	)

~~See accompanying notes to financial statements.~~

	For the Three Months Ended September 30, 2022
	Series A Convertible				Series B Convertible								Additional					Accumulated Other						Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions		Comprehensive			Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Income (Loss)			Deficit			(Deficit)

Balance, June 30, 2022		65,233	$	652,330		238,501	$	3,577,515		65,861,631	$	65,862	$	16,928,274		$	-	$	(59,875	)	$	(21,217,884	)	$	(4,283,623	)

Series B convertible preferred stock sold for cash		-		-		10,000		150,000		-		-		-			-		-			-			-

Series B convertible preferred stock issued as commitment fee on ELOC		-		-		13,667		205,005		-		-		-			-		-			-			-

Common stock issued for services		-		-		-		-		1,341,276		1,341		132,787			-		-			-			134,128

Amortization of common stock options issued for services		-		-		-		-		-		-		41,180			-		-			-			41,180

Series A convertible preferred stock dividends declared ($0.60 per share)		-		-		-		-		-		-		(9,866	)		-		-			-			(9,866	)

Gain on foreign currency translation		-		-		-		-		-		-		-			-		2,334			-			2,334

Net loss		-		-		-		-		-		-		-			-		-			(994,143	)		(994,143	)

Balance, September 30, 2022		65,233	$	652,330		262,168	$	3,932,520		67,202,907	$	67,203	$	17,092,375		$	-	$	(57,541	)	$	(22,212,027	)	$	(5,109,990	)

~~ONE WORLD PHARMA, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

	For the Nine Months Ended September 30, 2021
	Series A Convertible						Series B Convertible								Additional						Accumulated Other						Total Stockholders’
	Preferred Stock						Preferred Stock				Common Stock				Paid-In			Subscriptions			Comprehensive			Accumulated			Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Payable			Income (Loss)			Deficit			(Deficit)

Balance, December 31, 2020		150,233		$	1,502,330			-	$	-		53,085,305	$	53,085	$	14,103,672		$	75,000		$	(52,870	)	$	(16,132,326	)	$	(1,953,439	)

Series B convertible preferred stock sold for cash to our CEO		-			-			203,334		3,050,010		-		-		-			-			-			-			-

Series B convertible preferred stock sold for cash		-			-			35,168		527,520		-		-		(25	)		-			-			-			(25	)

Common stock sold for cash		-			-			-		-		750,000		750		74,250			(75,000	)		-			-			-

Conversion of series A convertible preferred stock		(55,000	)		(550,000	)		-		-		5,500,000		5,500		544,500			-			-			-			550,000

Common stock issued for services		-			-			-		-		280,678		281		56,515			-			-			-			56,796

Commitment shares issued pursuant to promissory note		-			-			-		-		2,000,000		2,000		266,250			150,062			-			-			418,312

Exercise of cashless options		-			-			-		-		60,000		60		(60	)		-			-			-			-

Warrants issued as a debt discount		-			-			-		-		-		-		358,017			-			-			-			358,017

Amortization of common stock options issued for services		-			-			-		-		-		-		837,955			-			-			-			837,955

Series A convertible preferred stock dividends declared ($0.60 per share)		-			-			-		-		-		-		(49,246	)		-			-			-			(49,246	)

Loss on foreign currency translation		-			-			-		-		-		-		-			-			(10,919	)		-			(10,919	)

Net loss		-			-			-		-		-		-		-			-			-			(2,461,090	)		(2,461,090	)

Balance, September 30, 2021		95,233		$	952,330			238,502	$	3,577,530		61,675,983	$	61,676	$	16,191,828		$	150,062		$	(63,789	)	$	(18,593,416	)	$	(2,253,639	)

For the Nine Months Ended
September 30,
2021 2020
Cash flows from operating activities
Net loss $ (2,461,090 ) $ (6,721,301 )
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debts expense 25,556 -
Depreciation and amortization expense 29,937 23,706
Loss on disposal of fixed assets 17,563 -
Amortization of debt discounts 310,633 -
Stock-based compensation 56,796 3,386,498
Amortization of options issued for services 837,955 1,875,623
Decrease (increase) in assets:
Accounts receivable (48,843 ) -
Inventory (259,528 ) (201,522 )
Other current assets (101,809 ) 71,295
Right-of-use assets 34,237 79,011
Security deposits (1,159,447 ) 1,632
Increase (decrease) in liabilities:
Accounts payable (271,176 ) 272,366
Accrued expenses (97,380 ) 130,437
Lease liability (33,453 ) (73,027 )
Net cash used in operating activities (3,120,049 ) (1,155,282 )

Cash flows from investing activities
Proceeds received on disposal of fixed assets 5,125 -
Purchase of fixed assets (273,348 ) (37,793 )
Net cash used in investing activities (268,223 ) (37,793 )

Cash flows from financing activities
Repayment of convertible note payable - (507,332 )
Proceeds from notes payable 947,000 261,274
Repayment of notes payable (455,567 ) (272,000 )
Proceeds from sale of preferred and common stock 3,577,505 1,478,332
Net cash provided by financing activities 4,068,938 960,274

Effect of exchange rate changes on cash (10,919 ) (28,700 )

Net increase (decrease) in cash 669,747 (261,501 )
Cash - beginning 28,920 282,380
Cash - ending $ 698,667 $ 20,879

Supplemental disclosures:
Interest paid $ 33,564 $ 4,983
Income taxes paid $ - $ -

Non-cash investing and financing transactions:
Fair value of common shares issued for conversion of debt $ 1,537,750 $ -
Value of commitment shares issued as a debt discount $ 418,312 $ -
Value of warrants issued as a debt discount $ 358,017 $ -
Dividends payable $ 49,246 $ 14,870

	For the Nine Months Ended September 30, 2022
	Series A Convertible				Series B Convertible								Additional						Accumulated Other						Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Paid-In			Subscriptions			Comprehensive			Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable			Income (Loss)			Deficit			(Deficit)

Balance, December 31, 2021		65,233	$	652,330		238,501	$	3,577,515		65,599,565	$	65,600	$	16,843,656		$	21,725		$	(64,347	)	$	(19,916,888	)	$	(3,050,254	)

Series B convertible preferred stock sold for cash		-		-		10,000		150,000		-		-		-			-			-			-			-

Series B convertible preferred stock issued as commitment fee on ELOC		-		-		13,667		205,005		-		-		-			-			-			-			-

Common stock issued for services		-		-		-		-		1,603,342		1,603		154,250			(21,725	)		-			-			134,128

Amortization of common stock options issued for services		-		-		-		-		-		-		123,440			-			-			-			123,440

Series A convertible preferred stock dividends declared ($0.60 per share)		-		-		-		-		-		-		(28,971	)		-			-			-			(28,971	)

Gain on foreign currency translation		-		-		-		-		-		-		-			-			6,806			-			6,806

Net loss		-		-		-		-		-		-		-			-			-			(2,295,139	)		(2,295,139	)

Balance, September 30, 2022		65,233	$	652,330		262,168	$	3,932,520		67,202,907	$	67,203	$	17,092,375		$	-		$	(57,541	)	$	(22,212,027	)	$	(5,109,990	)

See accompanying notes to financial statements.

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021
	For the Nine Months Ended
	September 30,
	2022			2021
Cash flows from operating activities
Net loss	$	(2,295,139	)	$	(2,461,090	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debts expense		-			25,556
Depreciation and amortization expense		34,540			29,937
Loss on disposal of fixed assets		9,041			17,563
Gain on early extinguishment of lease		(20,148	)		-
Gain on early extinguishment of debt		(121,372	)		-
Amortization of debt discounts		412,673			310,633
Stock-based compensation		339,133			56,796
Amortization of options issued for services		123,440			837,955
Decrease (increase) in assets:
Accounts receivable		(11,216	)		(48,843	)
Inventory		(120,625	)		(259,528	)
Other current assets		109,578			(69,479	)
Other assets		(33,327	)		(32,330	)
Right-of-use assets		84,667			34,237
Security deposits		(194,020	)		(1,159,447	)
Increase (decrease) in liabilities:
Accounts payable		259,049			(271,176	)
Accrued expenses		357,650			(97,380	)
Deferred revenues		5,176			-
Lease liability		(64,067	)		(33,453	)
Net cash used in operating activities		(1,124,967	)		(3,120,049	)

Cash flows from investing activities
Proceeds received on sale of fixed assets		6,350			5,125
Purchase of fixed assets		(43,201	)		(273,348	)
Net cash used in investing activities		(36,851	)		(268,223	)

Cash flows from financing activities
Proceeds received on convertible note payable		750,000			-
Repayment of convertible note payable		(750,000	)		-
Proceeds from notes payable		868,081			947,000
Repayment of notes payable		-			(455,567	)
Proceeds from notes payable, related parties		99,500			-
Proceeds from sale of preferred and common stock		150,000			3,577,505
Net cash provided by financing activities		1,117,581			4,068,938

Effect of exchange rate changes on cash		(6,820	)		(10,919	)

Net increase (decrease) in cash		(51,057	)		669,747
Cash - beginning		119,678			28,920
Cash - ending	$	68,621		$	698,667

Supplemental disclosures:
Interest paid	$	79,269		$	33,564
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Fair value of common shares issued for conversion of debt	$	-		$	1,537,750
Value of commitment shares issued as a debt discount	$	-		$	418,312
Value of warrants issued as a debt discount	$	-		$	358,017
Dividends payable	$	28,971		$	49,246
Initial recognition of right-of-use assets and lease liabilities	$	1,535,706		$	-

See accompanying notes to financial statements.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

One World Products, Inc., formerly known as One World Pharma, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, ~~One World Pharma, Inc. (“One World Pharma”)~~we entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are ~~expected to be~~ outside of the United States. On January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc., and on November 23, 2021, the Company changed its name to One World Products, Inc. through the merger of One World Products, Inc., a recently formed Nevada corporation wholly-owned by the Company, with and into the Company (the “Name Change Merger”) pursuant to the applicable provisions of the Nevada Revised Statutes (“NRS”). As permitted by the NRS, the articles of merger filed with the Secretary of State of the state of Nevada to effect the Name Change Merger amended Article I of the Company’s Articles of Incorporation to change the Company’s name to “One World Products, Inc.” The Name Change Merger was effected solely to effect the change of the Company’s name, and had no effect on the Company’s officers, directors, operations, assets or liabilities.

OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive all four licenses, including seed use, cultivation and export of non-psychoactive cannabis, cultivation and export of psychoactive cannabis, and manufacturing allowing for extraction and ~~export.~~export of oil. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming co-operatives that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We began harvesting cannabis in the first quarter of 2019 for the purpose of further research and development activities, quality control testing and extraction. We have been generating revenue from the sale of our seeds since the second quarter of 2020. In August 2021, we paid total deposits of $1,155,000 of the approximate total cost of $~~1,542,103~~1,400,000 onfor the construction of a vertically integrated extraction facility designed to process the cannabis flower. Upon completion of construction, we will be one of the only companies in Colombia to both hold licenses and possess the capability to extract high-quality CBD and THC oils.

We terminated our lease on September 30, 2022, and plan to install the equipment at a new extraction facility when the equipment clears Customs in the fourth quarter of 2022. We entered into a 5-year lease on the new location on October 1, 2022, where we will combine our office and extraction facilities into the same building. The ~~Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be~~new facility is approximately half the accounting acquirer. Accordingly, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operations of OWP Ventures and its wholly-owned subsidiary OWP SAS prior to the Merger, and thatcost of the ~~combined company following~~former, and already contains the ~~Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted.~~necessary electrical and epoxy floors, which will significantly reduce our tenant improvement costs.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated.

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(Unaudited)~~

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, ~~2021:~~2022:

Schedule of Common Control and Ownership Interest

	State of
Name of Entity	Incorporation	Relationship
One World ~~Pharma, Inc.~~Products, Inc.⁽¹⁾	Nevada	Parent
OWP Ventures, ~~Inc.~~Inc.⁽²⁾	Delaware	Subsidiary
One World Pharma ~~S.A.S.~~S.A.S.⁽³⁾	Colombia	Subsidiary
Colombian Hope, ~~S.A.S.~~S.A.S.⁽⁴⁾	Colombia	Subsidiary
Agrobase, S.A.S.⁽⁵⁾	Colombia	Subsidiary

⁽¹⁾

Holding company in the form of a corporation.

⁽²⁾

Holding company in the form of a corporation and wholly-owned subsidiary of One World ~~Pharma,~~Products, Inc.

⁽³⁾

Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá.

⁽⁴⁾		Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses.
(5)	Wholly-owned subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia.

Reclassifications

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

Foreign Currency Translation

The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

Comprehensive Income

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

Use of Estimates

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

Segment Reporting

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

~~ONE WORLD PHARMA, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Fair Value of Financial Instruments

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

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company ~~had $~~did ~~293,888~~not ofhave any cash in excess of FDIC insured limits at September 30, ~~2021,~~2022, and has not experienced any losses in such accounts.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with ~~Customers (ASC 606).~~Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s sales to date have primarily consisted of the sale of seeds. These sales include multi-element arrangements whereby the Company collects 50% of the sale upon delivery of the sales, and the remaining 50% upon the completion of the harvest, whether the seeds result in a successful crop, or not. In addition, the Company has a right of first refusal to purchase products resulting from the harvest. At September 30, 2022, the Company had $35,340

of deferred revenues and $22,830

~~There was no impact~~ of deferred cost of goods sold, as included in other current assets on the ~~Company’s financial statements from ASC 606 for~~balance sheet, that are expected to be recognized upon the ~~nine months ended September 30, 2021, or the year ended December 31, 2020.~~customers’ completion of their future harvests.

Inventory

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

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) ~~and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50)~~. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

Basic and Diluted Loss Per Share

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

Recent Accounting Pronouncements

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

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption of ASU 2021-08 is not expected to have a material impact on the Company’s financial statements or related disclosures.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2021-04 has not had a material impact on the Company’s financial statements or related disclosures.

In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of ASU 2020-04 did not have a material impact on the Company’s consolidated financial statements, as we transitioned from the London Interbank Offered Rate, commonly referred to as LIBOR, to alternative references rates, as well as utilizing the aforementioned expedients and exceptions provided in ASU 2020-04.

In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if converted method. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-06 is not expected to have a material impact on the Company’s financial statements or related disclosures.

~~ONE WORLD PHARMA, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

In May 2020, the SEC adopted final rules that amend the financial statement requirements for significant business acquisitions and dispositions. Among other changes, the final rules modify the significance tests and improve the disclosure requirements for acquired or to be acquired businesses and related pro forma financial information, the periods those financial statements must cover, and the form and content of the pro forma financial information. The final rules do not modify requirements for the acquisition and disposition of significant amounts of assets that do not constitute a business. The final rules were effective January 1, 2021. The Company has considered these final rules and updated its disclosures, as applicable.

In November 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 are part of an initiative to reduce complexity in accounting standards and simplify the accounting for income taxes by removing certain exceptions from Topic 740 and making minor improvements to the codification. ASU 2019-12 and its related amendments are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The provisions of this update did not have a material impact on the Company’s financial position or results of operations.

No other new accounting pronouncements, issued or effective during the period ended September 30, ~~2021,~~2022, have had or are expected to have a significant impact on the Company’s financial statements.

Note 2 –Going Concern

As shown in the accompanying condensed consolidated financial statements as of September 30, ~~2021,~~2022, our balance of cash on hand was $~~698,667~~68,621, and we had negative working capital of $~~62,465~~2,268,606 and an accumulated deficit of $~~18,593,416~~22,212,027. We are too early in our development stage to project future revenue levels, and may not be able to generate sufficient funds to sustain our operations for the next twelve months. Accordingly, we may need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

~~Note 3 –~~ ~~Related Parties~~

~~Debt Repayments, Related Party~~

~~On September 15, 2021, the Company repaid a total of $130,610, consisting of $125,000~~ ~~of principal and $5,610~~ ~~of interest, to Isiah Thomas, the Company’s Chief Executive Officer.~~

~~On March 29, 2021, the Company repaid a total of $27,201~~ ~~of indebtedness owed to the Company’s Chairman of the Board, Dr. Kenneth Perego, II, M.D., consisting of $26,000~~ ~~of principal and $1,201~~ ~~of interest.~~

~~Series A Preferred Stock Sales~~

~~On September 1, 2020, the Company received proceeds of $26,000~~ ~~from the sale of~~ ~~2,600~~ ~~units to the Company’s Chairman of the Board, Dr. Ken Perego.~~ ~~Each unit consisted of one share of Series A Preferred Stock and~~ ~~five-year warrants to purchase~~ 50 ~~shares of common stock at an exercise price of $0.25~~ ~~per share.~~ ~~The proceeds received were allocated between the preferred stock and warrants on a relative fair value basis.~~

~~On July 10, 2020, the Company received proceeds of $110,000~~ ~~from the sale of~~ ~~11,000~~ ~~units to the Company’s Chairman of the Board, Dr. Ken Perego.~~ ~~Each unit consisted of one share of Series A Preferred Stock and~~ ~~five-year warrants to purchase~~ 50 ~~shares of common stock at an exercise price of $0.25~~ ~~per share.~~ ~~The proceeds received were allocated between the preferred stock and warrants on a relative fair value basis.~~

~~ONE WORLD PHARMA, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~Series B Preferred Stock Sales~~

On February 7, 2021, the Company and ISIAH International, LLC (“ISIAH International”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) under which ISIAH International agreed to purchase from the Company, on the dates provided for in the Purchase Agreement, an aggregate of ~~200,000~~ ~~shares of the Company’s newly designated Series B Preferred Stock (“Series B Preferred Stock”), convertible into an aggregate of~~ ~~20,000,000~~ ~~shares of the Company’s common stock, for a purchase price of $15.00~~ ~~per share of Preferred Stock, and an aggregate purchase price of $~~3 ~~million. Each share of Series B Preferred Stock has a Stated Value of $15.00~~ ~~and is convertible into common stock at a conversion price equal to $0.15. Isiah Thomas, the Company’s Chief Executive Officer, is the sole member and Chief Executive Officer of ISIAH International. Pursuant to the Purchase Agreement, ISIAH International purchased the~~ ~~200,000~~ ~~shares of Series B Preferred Stock from the Company according to the following schedule:~~

~~Schedule of Agreement to Purchase Shares of Preferred Stock~~

Date Shares Purchase Price
Initial Closing Date 16,666 $ 249,990
February 22, 2021 16,667 250,005
March 8, 2021 16,667 250,005
March 22, 2021 16,667 250,005
April 5, 2021 16,666 249,990
April 19, 2021 16,667 250,005
May 17, 2021 33,334 500,010
June 14, 2021 33,333 499,995
July 12, 2021 33,333 499,995
Total 200,000 $ 3,000,000

~~On various dates in May, 2021, the Company also received total proceeds of $50,010~~ ~~from the sale of an aggregate of~~ ~~3,334~~ ~~shares of Series B Preferred Stock at a price of $15.00~~ ~~per share to trusts whose beneficiaries are adult children of Isiah L. Thomas III. Mr. Thomas disclaims beneficial ownership of the shares held by these trusts.~~

~~Common Stock Options Issued for Services, Officers and Directors~~

~~On May 25, 2021, the Company awarded options to purchase~~ ~~1,000,000~~ ~~shares of common stock under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) at an exercise price equal to $0.1782~~ ~~per share, exercisable over a~~ ~~ten year~~ ~~period to the Company’s CFO and COO, Vahé Gabriel. The options vested immediately as to~~ ~~500,000~~ ~~shares, and vest as to the remaining~~ ~~500,000~~ ~~shares quarterly in~~ ~~250,000~~ ~~increments over the following two quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of~~ ~~183% and a call option value of $0.1719, was $171,949. The options are being expensed over the vesting period, resulting in $128,962~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $42,987~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

~~On January 1, 2021, the Company awarded options to purchase~~ ~~5,500,000~~ ~~shares of common stock at an exercise price equal to $0.13~~ ~~per share to Isiah L. Thomas III, the Company’s Chief Executive Officer and Vice Chairman. The options were issued outside of the 2019 Plan and are exercisable over a~~ ~~ten year~~ ~~period. The options vested immediately as to~~ ~~2,750,000~~ ~~shares, and vest as to the remaining~~ ~~2,750,000~~ ~~shares quarterly in~~ ~~250,000~~ ~~increments over the following eleven quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of~~ ~~192% and a call option value of $0.1174, was $645,624. The options are being expensed over the vesting period, resulting in $381,506~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $264,118~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

~~On January 1, 2021, the Company awarded options to purchase~~ ~~350,000~~ ~~shares of common stock under the 2019 Plan at an exercise price equal to $0.13~~ ~~per share, exercisable over a~~ ~~ten year~~ period to the Company’s Chairman of the Board, Dr. Ken Perego. The options vest in equal quarterly installments over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of ~~192% and a call option value of $0.1170, was $40,943. The options are being expensed over the vesting period, resulting in $30,707~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $10,236~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

~~ONE WORLD PHARMA, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~On January 1, 2021, the Company awarded options to purchase~~ ~~475,000~~ ~~shares of common stock under the 2019 Plan at an exercise price equal to $0.13~~ ~~per share, exercisable over a~~ ~~ten year~~ period to Bruce Raben, the Company’s former Interim Chief Financial Officer and a Director of the Company. The options vest in equal quarterly installments over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of ~~192% and a call option value of $0.1170, was $55,565. The options are being expensed over the vesting period, resulting in $41,674~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $13,891~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

Note 43 – Fair Value of Financial Instruments

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

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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

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

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

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

Level 1 Level 2 Level 3
Fair Value Measurements at September 30, 2021
Level 1 Level 2 Level 3
Assets
Cash $ 698,667 $ - $ -
Right-of-use asset - - 160,792
Total assets 698,667 - 160,792
Liabilities
Lease liabilities - - 168,072
Notes payable - 360,578 -
Total liabilities - (360,578 ) (7,280 )
Total assets and liabilities $ 698,667 $ (360,578 ) $ (7,280 )

	Level 1		Level 2			Level 3
	Fair Value Measurements at September 30, 2022
	Level 1		Level 2			Level 3
Assets
Cash	$	68,621	$	-		$	-
Right-of-use asset		-		-			32,357
Total assets		68,621		-			32,357
Liabilities
Lease liabilities		-		-			32,809
Convertible notes payable, net of $412,673 of debt discounts		-		337,327			-
Convertible notes payable		-		750,000			-
Notes payable		-		854,455			-
Notes payable, related parties		-		299,500			-
Total liabilities		-		(1,903,955	)		(32,809	)
Total assets and liabilities	$	68,621	$	(1,903,955	)	$	(452	)

	Level 1		Level 2			Level 3			Level 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2020								Fair Value Measurements at December 31, 2021
	Level 1		Level 2			Level 3			Level 1		Level 2			Level 3
Assets
Cash	$	28,920	$	-		$	-		$	119,678	$	-		$	-
Right-of-use asset		-		-			195,029
Total assets		28,920		-			195,029			119,678		-			-
Liabilities
Lease liabilities		-		-			201,520
Notes payable		-		334,841			-
Convertible notes payable, net of $412,673 of debt discounts										-		337,327			-
Convertible notes payable										-		319,274			-
Total liabilities		-		334,841			201,525			-		(656,601	)		-
Total assets and liabilities	$	28,920	$	(334,841	)	$	(6,496	)	$	119,678	$	(656,601	)	$	-

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, ~~2021~~2022 or the year ended December 31, ~~2020.~~2021.

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~(Unaudited)~~

Note 54 – Inventory

Schedule of Inventory

	September 30,			December 31,			September 30,			December 31,
	2021			2020			2022			2021
Raw materials	$	48,807		$	27,514		$	22,236		$	31,233
Work in progress		435,698			181,272			115,061			81,182
Finished goods		92,518			104,673			201,307			108,246
Inventory gross		577,023			313,459			338,604			220,661
Less obsolescence		(50,343	)		(46,307	)		(19,384	)		(22,066	)
Total inventory	$	526,680		$	267,152		$	319,220		$	198,595

Note 65 – Other Current Assets

Other current assets included the following as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Other Current Assets

	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
VAT tax receivable	$	131,529	$	99,199
Prepaid expenses		88,107		19,226	$	26,428	$	29,366
Deferred cost of goods sold						22,830		19,470
Other receivables		1,084		486		-		110,000
Total	$	220,720	$	118,911	$	49,258	$	158,836

Note 6 – Other Assets

Other assets consist entirely of a $180,521 and $147,194 VAT receivable at September 30, 2022 and December 31, 2021, respectively, which will be returned upon the successful export of the products purchased in which the taxes were originally paid.

Note 7 – Security Deposits

Security deposits included the following as of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Security Deposits

September 30, December 31,
2021 2020
Utility deposits $ 1,090 $ 660
Refundable deposit on equipment purchase 50,000 50,000
Security deposits on leases held in Colombia 4,442 9,960
Security deposit on office lease 14,029 4,494
Down payment on distillation equipment 1,155,000 -
Security deposits $ 1,224,561 $ 65,114

	September 30,		December 31,
	2022		2021
Utility deposits	$	-	$	1,090
Refundable deposit on equipment purchase		50,000		50,000
Down payment on distillation equipment		1,399,412		1,155,000
Security deposits on leases held in Colombia		596		35,869
Security deposit on office lease		-		14,029
Security deposits	$	1,450,008	$	1,255,988

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8 – Fixed Assets

Fixed assets consist of the following at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Fixed Assets

	September 30,			December 31,			September 30,			December 31,
	2021			2020			2022			2021
Land	$	138,248		$	138,248		$	138,248		$	138,248
Buildings		41,665			41,665			473,971			473,971
Office equipment		53,938			44,027			30,902			56,502
Furniture and fixtures		32,259			27,914			6,494			34,409
Equipment and machinery		374,981			185,169			423,548			383,829
Construction in progress		388,618			345,036
Fixed assets, gross		1,029,709			782,059			1,073,163			1,086,959
Less: accumulated depreciation		(82,166	)		(55,239	)		(76,880	)		(83,946	)
Total	$	947,543		$	726,820		$	996,283		$	1,003,013

~~Construction~~On August 15, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., sold its office furniture and equipment with a net book value of $15,391 for gross proceeds of $6,350, resulting in ~~progress consists of equipment and capital improvements~~a loss on the ~~Popayán farm have not yet been placed in service.~~disposal of fixed assets of $9,041, which represented the proceeds received, less the net book value at the time of disposal.

Depreciation and amortization expense totaled $~~29,937~~34,540 and $~~23,706~~29,937 for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Note 9 – Accrued Expenses

Accrued expenses consisted of the following at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Accrued Expenses

	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Accrued payroll	$	248,135	$	266,230	$	514,133	$	261,044
Accrued withholding taxes and employee benefits		7,649		18,889		28,505		9,162
Accrued ICA fees and contributions		142,133		200,335		172,629		129,856
Accrued interest		55,238		65,081		98,047		57,700
Accrued expenses	$	453,155	$	550,535	$	813,314	$	457,762

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 10 – Leases

The ~~Company’s~~Company leased its 12,400square foot extraction facility under a non-cancelable real property lease agreement that commenced on January 1, 2022 and was to expire on December 31, 2027, at a monthly lease rate of 57,339,000 COP, or approximately $15,290. The Company terminated the lease on September 30, 2022, resulting in lease termination fees of approximately $7,700.

The Company also leases a residential premise under a non-cancelable real property lease agreement that commenced on September 1, 2021 and expires on August 31, 2024, at a monthly lease term of 3,800,000 COP, or approximately $1,013, with approximately a 3% annual escalation of lease payments commencing September 1, 2022.

The Company leases another residential premise under a non-cancelable real property lease agreement that commenced on June 1, 2022 and expires on May 30, 2024, at a monthly lease term of 1,900,000 COP, or approximately $507, with an 8% annual escalation of lease payments commencing June 1, 2023.

In addition, the Company leases its corporate offices and operational facility in Colombia under short-term non-cancelable real property lease agreements that expire within a year. The Company doesn’t have any other office or equipment leases ~~subject~~that would require capitalization. The office lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the ~~recently adopted ASU 2016-02.~~leased premise. In the locations in which it is economically feasible to continue to operate, management expects ~~that~~to enter into a new lease ~~options will be exercised.~~upon expiration. The ~~Company’s corporate office is under a real property~~extraction facility lease ~~that contains a one-time renewal option for an additional 36 months that we determined would be reasonably certain to be extended. The office lease contains~~contained provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide an implicit discount ~~rate,~~rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The components of lease expense were as follows:

Schedule of Components of Lease Expense

	For the Nine
	Months Ended
	September 30,
	2022
Operating lease costs:
Amortization of assets	$	93,011
Interest on lease liabilities		76,251
Lease payments on short term leases		31,999
Total lease cost	$	201,261

Supplemental balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheet Information Related to Leases

	September 30,
	2022
Operating leases:
Operating lease assets	$	32,357

Current portion of operating lease liabilities	$	17,106
Noncurrent operating lease liabilities		15,703
Total operating lease liabilities	$	32,809

Weighted average remaining lease term:
Operating leases		1.75 years

Weighted average discount rate:
Operating leases		6.75	%

1213

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~The components of lease expense were as follows:~~

~~Schedule of Components of Lease Expense~~

For the Nine
Months Ended
September 30,
2021
Operating lease cost:
Amortization of assets $ 34,237
Interest on lease liabilities 9,457
Lease payments on short term leases 31,841
Total lease cost $ 75,535

~~Supplemental balance sheet information related to leases was as follows:~~

~~Schedule of Supplemental Balance Sheet Information Related to Leases~~

September 30,
2021
Operating leases:
Operating lease assets $ 160,792

Current portion of operating lease liabilities $ 48,932
Noncurrent operating lease liabilities 119,140
Total operating lease liabilities $ 168,072

Weighted average remaining lease term:
Operating leases 3 years

Weighted average discount rate:
Operating leases 6.75 %

Supplemental cash flow and other information related to leases was as follows:

Schedule of Supplemental Cash Flow Related to Leases

	For the Nine		For the Nine
	Months Ended		Months Ended
	September 30,		September 30,
	2021		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	33,453	$	64,067

Early extinguishment of lease:
Lease liability terminated				1,438,830
Right-of use asset terminated				(1,418,682	)
Gain on early extinguishment of lease				20,148

Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities			$	1,535,706

Future minimum annual lease commitments under non-cancelable operating leases are as follows at September 30, ~~2021:~~2022:

Schedule of Operating Lease Liability Maturity

	Operating		Operating
	Leases		Leases

2021 (for the three months remaining)	$	14,589
2022		59,223
2022 (for the three months remaining)			$	4,653
2023		61,000		19,016
2024		52,098		11,335
Total minimum lease payments		186,910		35,004
Less interest		18,838		2,195
Present value of lease liabilities		168,072		32,809
Less current portion		48,932		17,106
Long-term lease liabilities	$	119,140	$	15,703

1314

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 11 – Convertible Notes Payable

Convertible notes payable consists of the following at September 30, 2022 and December 31, 2021, respectively:

Schedule of Convertible Note Payable

	September 30,		December 31,
	2022		2021

On September 27, 2022,	$	750,000	$	-
On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $750,000 (the “Convertible McCabe Note”) to Dr. John McCabe. The unsecured note matures on 16, 2024 (the “Maturity Date”), bears interest at a rate of 8% per annum, and the principal and interest is convertible into shares of the Company’s convertible Series B common stock at a conversion price of $15 per share.	$	750,000	$	-

On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three-year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $0.25 per share, and (iii) a three-year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $0.50 per share, for an aggregate purchase price of $705,000, pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 197% and a call option value of $0.1053 and $0.1001, respectively, was $358,017, based on and was amortized as a debt discount over the life of the loan. The Company received net proceeds of $678,750 after deductions of debt discounts, consisting of $45,000 pursuant to an original issue discount, $15,000 of legal fees and $11,250 of brokerage fees. The Note matured on September 24, 2022 (the “Maturity Date”), bore interest at a rate of 8% per annum, and, following an event of default only, was convertible into shares of the Company’s common stock at a conversion price equal to the lesser of 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 trading day period preceding date of conversion of the Note. The Note was also subject to covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount of $250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital was entitled to be issued additional shares of common stock of the Company to the extent AJB Capital’s sale of the Commitment Fee Shares has resulted in net proceeds in an amount less than the Commitment Fee. The Commitment Fee Shares resulted in a debt discount of $150,062 that was amortized over the life of the loan. The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. The note was repaid on September 27, 2022.		-		750,000

Total convertible notes payable		750,000		750,000
Less: unamortized debt discounts		-		412,673
Convertible note payable, net of discounts	$	750,000	$	337,327

The Company recognized aggregate debt discounts on the convertible notes and notes payable to AJB Capital for the nine months ended September 30, 2022 and the year ended December 31, 2021, as follows:

Schedule of Convertible Debt Discounts

	September 30,		December 31,
	2022		2021

Fair value of 3,250,000 commitment shares of common stock	$	418,312	$	418,312
Fair value of warrants to purchase 3,500,000 shares of common stock		358,017		358,017
Original issue discounts		53,700		53,700
Legal and brokerage fees		39,300		39,300
Total debt discounts		869,329		869,329
Amortization of debt discounts		869,329		456,656
Unamortized debt discounts	$	-	$	412,673

The aggregate debt discounts of $869,329, for the year ended December 31, 2021, were amortized over the life of the loan using the straight-line method, which approximated the effective interest method. The Company recorded finance expense in the amount of $412,673 and $310,633 on the amortization of these discounts for the nine months ended September 30, 2022 and 2021, respectively.

The Company recorded interest expense pursuant to the stated interest rates on the convertible note in the amount of $43,899 for the nine months ended September 30, 2022.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 12 – Notes Payable

Notes payable consists of the following at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Notes Payable

September 30, December 31,
2021 2020

Total notes payable 919,274 334,841
On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three-year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $0.25 per share, and (iii) a three-year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $0.50 per share, for an aggregate purchase price of $705,000, pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The Company received net proceeds of $678,750 after deductions of debt discounts, consisting of $45,000 pursuant to an original issue discount, $15,000 of legal fees and $11,250 of brokerage fees.

The Note matures on September 24, 2022 (the “Maturity Date”), bears interest at a rate of 8% per annum, and, following an event of default only, is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 trading day period preceding date of conversion of the Note. The Note is also subject to covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount of $250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital shall be entitled to be issued additional shares of common stock of the Company to the extent AJB Capital’s sale of the Commitment Fee Shares has resulted in net proceeds in an amount less than the Commitment Fee. The Commitment Fee Shares resulted in a debt discount of $150,062 that is being amortized over the life of the loan.

The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. $ 750,000 $ -

On January 20, 2021, the Company completed the sale of a Promissory Note in the principal amount of $290,000 (the “First AJB Note”) to AJB Capital for a purchase price of $281,300, pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The Company received net proceeds of $268,250 after deductions of debt discounts, consisting of $8,700 pursuant to an original issue discount, $7,250 of legal fees and $5,800 of brokerage fees.

The First AJB Note carried interest at a rate of 10% per annum, was to mature on October 20, 2021, and was repaid in full on September 17, 2021.

Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount of $200,000 (the “Commitment Fee”) in the form of 2,000,000 shares of the Company’s common stock (the “Commitment Fee Shares”). As the Company repaid the First AJB Note prior to the Maturity Date, the Company exercised its right to redeem 1,000,000 of the Commitment Fee Shares for a nominal redemption price of $1.00. The issuance of the Commitment Fee Shares resulted in a debt discount of $268,250 that was amortized over the life of the loan. - -

On February 3, 2020, the Company, through its wholly-owned subsidiary, One World Pharma SAS, received an advance of 100,000,000 COP, or $29,134 USD, from an individual pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The Company repaid 50,000,000 COP, or $14,567 USD, during the year ended December 31, 2020, and repaid the remaining 50,000,000 COP, or $14,567 USD, during the period ending September 30, 2021. - 14,567

On December 16, 2020, the Company received an advance of $125,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. A total of $130,610, consisting of $125,000 of principal and $5,610 of interest, was repaid on September 15, 2021. - 125,000

On October 28, 2020, the Company received an advance of $50,000 from its CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carries a 6% interest rate. A total of $52,918, consisting of $50,000 of principal and $2,918 of interest, was repaid on October 18, 2021. 50,000 50,000

On September 14, 2020, the Company received an advance of $26,000 from its Chairman, Dr. Kenneth Perego, II, M.D. pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on March 29, 2021. - 26,000

On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at 1.00% per annum, payable monthly beginning December 4, 2020, and is due on May 4, 2022. The PPP Note may be repaid at any time without penalty.

Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning May 4, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part.

The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. 119,274 119,274

Total notes payable 919,274 334,841
Less unamortized debt discounts 558,696 -
Notes payable, net of discounts $ 360,578 $ 334,841

	September 30,		December 31,
	2022		2021

On September 15, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 55,488,000 COP, or approximately $12,243, on a loan with a face value of 70,000,000 COP, or approximately $15,445, from an individual pursuant to an unsecured promissory note, bearing interest at 4% per month, or 48% per annum, due on demand. The debt discount of $3,202 was expensed as finance costs at the time of origination.	$	15,445	$	-

On June 13, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $100,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024, that carries an 8% interest rate.		100,000		-

On June 17, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 230,400,000 COP, or approximately $55,821, on a loan with a face value of 240,000,000 COP, or approximately $58,147, from an individual pursuant to an unsecured promissory note, bearing interest at 4% per month, or 48% per annum, due on demand. The debt discount of $2,326 was expensed as finance costs at the time of origination. The face value of the note has been adjusted by $5,191 due to foreign currency translation adjustments.		52,956		-

On May 31, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 314,640,000 COP, or approximately $76,231, on a loan with a face value of 360,000,000 COP, or approximately $87,220, from an individual pursuant to promissory note, security by equipment, bearing interest at 2.1% per month, or 25% per annum, maturing on November 28, 2022. The debt discount of $10,990 was expensed as finance costs at the time of origination. The face value of the note has been adjusted by $7,786 due to foreign currency translation adjustments.		79,434		-

On May 30, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received a non-interest bearing loan of 20,000,000 COP, or approximately $4,846, from an individual pursuant to an unsecured promissory note, due on demand. The face value of the note has been adjusted by $433 due to foreign currency translation adjustments.		4,413		-

On April 29, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received a non-interest bearing loan of 10,000,000 COP, or approximately $2,423, from an individual pursuant to an unsecured promissory note, due on demand. The face value of the note has been adjusted by $216 due to foreign currency translation adjustments.		2,207		-

On March 1, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $400,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024, that carries an 8% interest rate.		400,000		-

On February 15, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $200,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024, that carries an 8% interest rate.		200,000		-

On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note carried interest at 1.00% per annum, payable monthly beginning December 4, 2020, and was due on May 4, 2022. The PPP Note could have been repaid at any time without penalty. Under the Payroll Protection Program, the Company was eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount was equal to the amount that the Company spent during the 24-week period beginning May 4, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses was 40% of the amount of the PPP Note. A total of $121,372, consisting of $119,274 of principal and $2,098 of interest, was forgiven on February 11, 2022.		-		119,274

Total notes payable		854,455		119,274
Less: current maturities		154,455		119,274
Notes payable, long-term portion	$	700,000	$	-

The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $51,345 and $8,434 for the nine months ended September 30, 2022 and 2021, respectively.

1416

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 13 – Notes Payable, Related Party

Notes payable, related party, consists of the following at September 30, 2022 and December 31, 2021, respectively:

Schedule of Notes Payable Related Party

	September 30,		December 31,
	2022		2021

On August 5, 2022, the Company received an advance of $50,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.	$	50,000	$	-

On August 2, 2022, the Company received an advance of $4,500 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.		4,500		-

On July 7, 2022, the Company received an advance of $5,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.		5,000		-

On June 3, 2022, the Company received an advance of $10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.		10,000		-

On May 5, 2022, the Company received an advance of $10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.		10,000		-

On May 5, 2022, the Company received an advance of $20,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carried a 6% interest rate.		20,000		-

On December 29, 2021, the Company received an advance of $200,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due January 1, 2024 that carried an 8% interest rate.		200,000		200,000

Total notes payable. related party		299,500		200,000
Less: current maturities		99,500		-
Notes payable, related party, long-term portion	$	200,000	$	200,000

The Company recorded interest expense pursuant to the stated interest rates on the notes payable, related party, in the amount of $13,538 for the nine months ended September 30, 2022.

ONE WORLD PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company recognized interest expense for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, as follows:

Schedule of Interest Expenses

	September 30,		September 30,		September 30,		September 30,
	2021		2020		2022		2021

Interest on convertible notes	$	21,120	$	21,516	$	43,899	$	21,120
Interest on notes payable		8,434		7,055		51,345		8,434
Amortization of debt discounts, including $286,345 of stock-based discounts		310,633		-
Interest on notes payable, related parties						13,538		-
Finance cost on equity line of credit						15,000		-
Amortization of debt discounts						50,753		24,288
Amortization of debt discounts, common stock						106,894		273,594
Amortization of debt discounts, warrants						255,026		12,751
Series B preferred stock issued as a commitment on an ELOC						205,005		-
Common stock issued as a commitment on the 2^nd AJB Note						134,128		-
Interest on accounts payable		7,771		-		11,249		7,771
Total interest expense	$	347,958	$	28,571	$	886,837	$	347,958

Note 1214 – Convertible Preferred Stock

Preferred Stock

The Company has 10,000,000 authorized shares of $0.001 par value “blank check” preferred stock, of which 500,000 shares have been designated Series A Preferred Stock and ~~300,000~~600,000 shares have been designated Series B Preferred ~~Stock.~~Stock, as amended on August 2, 2022. The shares of Series A Preferred Stock and Series B Preferred Stock are each currently convertible into one hundred (100) shares of the Company’s common stock. The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable in cash as and when declared by the Board or upon a liquidation. The shares of Series B Preferred Stock are not entitled to dividends, other than the right to participate in dividends payable to holders of common stock on an as-converted basis. As of September 30, ~~2021,~~2022, there were ~~95,233~~65,233 and ~~238,502~~262,168 shares of Series A Preferred Stock and Series B Preferred Stock, respectively, issued and outstanding. The Series A and B Preferred Stock are presented as mezzanine equity on the balance sheet due because they carry a stated value of $10 and $15 per share, respectively, and a deemed liquidation clause, which entitles the holders thereof to receive proceeds thereof in an amount equal to the stated value per share, plus any accrued and unpaid dividends, before any payment may be made to holders of common stock. Each share of Preferred Stock carries a number of votes equal to the number of shares of common stock into which such Preferred Stock may then be converted. The Preferred Stock generally will vote together with the common stock and not as a separate class.

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

Series A Preferred Stock ~~Sales~~Issuances

~~NaN~~No shares of Series A Preferred Stock were ~~sold~~issued during the nine months ending September 30, ~~2021.~~

~~Series A Preferred Stock Conversions~~

~~On April 6, 2021, a shareholder converted~~ ~~30,000~~ ~~shares of Series A Preferred Stock into~~ ~~3,000,000~~ ~~shares of common stock.~~

~~On March 24, 2021, a shareholder converted~~ ~~10,000~~ ~~shares of Series A Preferred Stock into~~ ~~1,000,000~~ ~~shares of common stock. The shares of common stock were subsequently issued on April 7, 2021.~~

~~On January 26, 2021, a shareholder converted~~ ~~5,000~~ ~~shares of Series A Preferred Stock into~~ ~~500,000~~ ~~shares of common stock.~~

~~On January 12, 2021, a shareholder converted~~ ~~10,000~~ ~~shares of Series A Preferred Stock into~~ ~~1,000,000~~ ~~shares of common stock.~~2022.

Preferred Stock Dividends

The Series A Preferred Stock accrues dividends at the rate of 6%6% per annum, payable in cash as and when declared by the Board or upon a liquidation. The Company recognized $~~49,246~~28,971 and $~~14,870~~34,843 for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. A total of $~~86,482~~ 127,891of dividends had accrued as of September 30, ~~2021.~~2022.

Series B Preferred Stock Issuances

On September 1, 2022, the Company and Tysadco Partners, LLC (“Tysadco”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) under which Tysadco agreed to purchase from the Company, 20,000 shares of the Company’s Series B Preferred Stock for a purchase price of $15 per share of Series B Preferred Stock, and an aggregate purchase price of $300,000. On September 12, 2022, Tysadco purchased the first 10,000 shares of Series B Preferred Stock under the Purchase Agreement for $150,000. The Company paid $15,000out of the proceeds of the investment to Garden State Securities, Inc. as financing costs. In addition, pursuant to the ELOC Purchase Agreement, the Company issued Tysadco 13,667 shares of the Company’s Series B Preferred Stock as commitment fee shares. The fair value of the shares was $205,005, based on recent sales prices of the Company’s Series B Preferred Stock on the date of grant.

1518

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 15 – ~~Series B Preferred Stock Sales~~Commitments and Contingencies

Equity Line of Credit

On ~~February 7, 2021,~~September 1, 2022, the Company ~~and ISIAH International~~ entered into a ~~Securities~~ Purchase Agreement ~~under which ISIAH International~~(the “ELOC Purchase Agreement”) with Tysadco Partners, LLC (“Tysadco”). Pursuant to the ELOC Purchase Agreement, Tysadco has agreed to purchase from the Company, onfrom time to time upon delivery by the ~~dates provided for~~Company to Tysadco of “Request Notices,” and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $~~200,000~~10,000,000 ~~shares~~ of the Company’s ~~newly designated Series B Preferred Stock, convertible into an aggregate~~common stock. The purchase price of ~~20,000,000~~the shares of common stock ~~for a purchase price of $15.00~~ ~~per share of Preferred Stock, and an aggregate purchase price of $~~3 ~~million. Each share of Series B Preferred Stock has a Stated Value of $15.00~~ ~~and is convertible into common stock at a conversion price equal~~ to $~~0.15. Isiah Thomas, the Company’s Chief Executive Officer, is the sole member and Chief Executive Officer of ISIAH International. Pursuant to~~be purchased under the Purchase Agreement ~~ISIAH International purchased~~will be equal to 88% of the ~~200,000~~ ~~shares~~lowest daily “VWAP” during the period of ~~Series B Preferred Stock from~~10 trading days beginning five trading days preceding the ~~Company according~~applicable Request. Each purchase under the Purchase Agreement will be in a minimum amount of $25,000 and a maximum amount equal to the ~~following schedule:~~

~~Schedule to Purchase Shares~~lesser of ~~Preferred Stock~~(i) $1,000,000 and (ii) 500% of the average daily trading value of the common stock over the seven trading days preceding the delivery of the applicable Request Notice.

In ~~addition~~connection with the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with Tysadco under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares ~~sold to ISIAH International,~~of common stock issuable under the ~~Company received total proceeds of $527,520~~ ~~on various dates between March 9, 2021~~ELOC Purchase Agreement and ~~April 22, 2021 from the sale of an additional~~ ~~35,168~~ ~~shares of Series B Preferred Stock at a price of $15.00~~ ~~per share to seven accredited investors, including proceeds of $50,010~~ ~~from the sale of an aggregate of~~ ~~3,334~~ ~~shares of Series B Preferred Stock at a price of $15.00~~ ~~per share to trusts whose beneficiaries are adult children of Isiah L. Thomas III. Mr. Thomas disclaims beneficial ownership~~conversion of the ~~shares held by these trusts.~~Commitment Fee Shares (the “Registration Rights Agreement”).

Note 1316 – Changes in Stockholders’ Equity

Common Stock

The Company is authorized to issue an aggregate of 300,000,000 shares of common stock with a par value of $0.001. As of September 30, ~~2021,~~2022, there were ~~61,675,983~~67,202,907 shares of common stock issued and outstanding.

Common Stock Issued on Subscriptions Payable

On March ~~1, 2021,~~29, 2022, the Company issued ~~750,000~~262,066 shares of common stock on a Subscriptions Payable for the ~~November 27, 2020 sale~~December 1, 2021 award of common stock ~~at $0.10~~ ~~per share~~to COR IR for ~~proceeds of $75,000~~.

~~Common Stock Options Exercised~~

~~On July 26, 2021, a total of~~ ~~60,000~~ ~~shares of common stock were issued upon exercise on a cashless basis of options to purchase~~ ~~125,000~~ ~~shares of common stock at a price $0.13~~ ~~per share.~~services.

Common Stock Issued as a Promissory Note Commitment

As disclosed in Note 11 above, the Company paid a commitment fee to AJB Capital of $~~200,000~~250,000 ~~in the form of~~ ~~2,000,000~~ shares of the Company’s common stock in connection with the issuance of the First AJB Note, which was repaid on September 17, 2021. The issuance of the Commitment Fee Shares resulted in a debt discount of $~~268,250~~ ~~that was amortized over the life of the loan, resulting in $268,250~~ ~~of finance expense during the nine months ended September 30, 2021. On October 15, 2021, pursuant to the early repayment terms of the promissory note,~~ ~~1000000~~ ~~of these shares were redeemed and cancelled.~~

~~Also, as disclosed in Note 11, above, the Company paid a commitment fee to AJB Capital~~ in the form of 1,250,000 shares of the Company’s common stock (“Commitment Fee Shares”) in connection with the issuance of the Second AJB ~~Note. These~~Note, which was repaid on September 27, 2022. During the six month period following the six-month anniversary of the closing date, AJB Capital was entitled to be issued additional shares ~~were issued on October 26, 2021, and recognized as a Subscriptions Payable on the balance sheet as~~ of ~~September 30, 2021.~~

~~ONE WORLD PHARMA, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~Common Stock Issued for Services~~

~~On May 25, 2021,~~common stock of the Company ~~awarded~~to the extent AJB Capital’s sale of the Commitment Fee Shares has resulted in net proceeds in an amount less than the Commitment Fee. As a ~~total of~~result, the Company issued an additional ~~50,000~~1,341,276 shares of common stock ~~pursuant for consulting services~~ to ~~two individuals.~~AJB Capital on September 15, 2022. The ~~The aggregate~~ fair value of the shares was $~~8,500~~134,128, based on the closing price of the Company’s common stock on the date of ~~grant~~grant..

~~On May 12, 2021, the Company entered into a Settlement Agreement with COR Prominence, LLC. Pursuant to the Settlement Agreement, the Company issued~~ ~~118,150~~ ~~shares of common stock.~~ ~~The fair value of the shares was $29,538, based on the closing price of the Company’s common stock on the date of grant~~.

In addition, the Company engaged COR Prominence, LLC to provide investor relation services to the Company, in consideration for the payment of $7,500 per month in cash, and $5,000 per month with shares of common stock valued at 125% of the closing price of the common stock of the Company on the date of issuance. ~~On June 1, 2021, the Company issued another~~ ~~112,528~~ ~~shares of common stock to COR Prominence, LLC.~~ ~~The fair value of the shares was $18,758, based on the closing price of the Company’s common stock on the date of grant~~.

Amortization of Stock-Based Compensation

A total of $~~837,955~~123,440 of stock-based compensation expense was recognized from the amortization of options to purchase common stock over their vesting period during the nine months ended September 30, ~~2021.~~2022.

Note 1417 – Common Stock Options

Stock Incentive Plan

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

~~Common Stock Options Issued for Services~~

~~On May 28, 2021, the Company awarded options to purchase~~ ~~1,000,000~~ ~~shares of common stock under the 2019 Plan at an exercise price equal to $0.1782~~ ~~per share, exercisable over a~~ ~~ten year~~ ~~period to the Company’s CFO and COO, Vahé Gabriel. The options vested immediately as to~~ ~~500,000~~ ~~shares, and vest as to the remaining~~ ~~500,000~~ ~~shares quarterly in~~ ~~250,000~~ ~~increments over the following two quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of~~ ~~183% and a call option value of $0.1719, was $171,949. The options are being expensed over the vesting period, resulting in $128,962~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $42,987~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

~~On May 25, 2021, the Company awarded options to purchase an aggregate~~ ~~425,000~~ ~~shares of common stock under the 2019 Plan at an exercise price equal to $0.17~~ ~~per share, exercisable over a~~ ~~ten year~~ period to three advisory board members. The options vest in equal quarterly installments over two years. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of ~~183% and a call option value of $0.1653, was $70,269. The options are being expensed over the vesting period, resulting in $23,423~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $46,846~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

1719

ONE WORLD ~~PHARMA,~~PRODUCTS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~On January 1, 2021, the Company awarded options to purchase an aggregate~~ ~~1,842,000~~ ~~shares of common stock under the 2019 Plan at an exercise price equal to $0.13~~ ~~per share, exercisable over a~~ ~~ten year~~ period to seven consultants and employees. The options vest in equal quarterly installments over one year. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of ~~192% and a call option value of $0.1170, was $215,475. The options are being expensed over the vesting period, resulting in $161,606~~ ~~of stock-based compensation expense during the nine months ended September 30, 2021. As of September 30, 2021, a total of $53,869~~ ~~of unamortized expenses are expected to be expensed over the vesting period.~~

The Company ~~also~~ recognized a total of $~~70,077~~123,440, and $~~1,875,623~~70,077 of compensation expense during the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, related to common stock options issued in the prior year to Officers, Directors, and Employees that are being amortized over the implied service term, or vesting period, of the options. The remaining unamortized balance of these options is $~~33,613~~179,241 as of September 30, ~~2021.~~2022.

Note 1518 – Income Taxes

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

For the nine months ended September 30, ~~2021,~~2022, and the year ended December 31, ~~2020,~~2021, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, ~~2021,~~2022, the Company had approximately $~~6,946,800~~9,480,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025.

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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

Note 1619 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued.

~~Debt Repayment, Related Party~~

Sale of Series B Preferred Stock

On October ~~18, 2021,~~12, 2022, the Company ~~repaid a total~~sold the second tranche of 10,000 shares of Series B Preferred Stock to Tysadco for proceeds of $~~52,918~~150,000~~, consisting~~. The Company paid $15,000 out of $~~50,000~~the proceeds of ~~principal and $2,918~~ ~~of interest,~~the investment to ~~Isiah Thomas, the Company’s Chief Executive Officer.~~Garden State Securities, Inc. as financing costs.

Commitment ~~Shares~~

~~As disclosed in Note 11, above,~~for the ~~Company paid a commitment fee to AJB Capital in the form~~Sale of ~~1,250,000~~Series B Preferred Stock ~~shares of the Company’s common stock in connection with the issuance of the Second AJB Note. These shares were issued on October 26, 2021.~~

On October ~~15, 2021,~~3, 2022, the Company ~~redeemed~~ and ~~cancelled~~ISIAH International, LLC (“ISIAH International”), an entity in which the Company’s CEO, Isiah L. Thomas, III, is the sole member, entered into a securities purchase agreement under which ISIAH International has agreed to purchase from the Company an aggregate of ~~1,000,000~~ 33,333~~commitment~~ shares ~~issued to AJB Capital in connection with~~of the ~~first AJB Note~~Company’s Series B Preferred Stock (the “Series B Shares”), initially convertible into an aggregate of three million three hundred thirty three thousand three hundred (3,333,300) shares of the Company’s common stock, for a ~~nominal redemption~~total purchase price of $~~1.00~~499,995. To date, no purchases under this agreement have occurred.

Extraction Facility Lease

On October 1, 2022, the Company entered into a five-year non-cancelable property lease, with an automatic five-year extension, for a new extraction facility with combined office space, at a monthly lease term of 29,000,000 COP plus VAT and administration fees, or approximately $6,300, ~~as disclosed in Note 11, above.~~with annual escalation of lease payments equal to the Consumer Price Index, plus 2%.

1820

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

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

Overview

Through our wholly-owned subsidiary, One World Pharma S.A.S, a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the only companies in Colombia to receive ~~all four licenses, including~~ seed, ~~use,~~ cultivation, ~~of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for~~ extraction and ~~export.~~export licenses from the Colombian government. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming co-operatives that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We planted our first crop of cannabis in 2018, which we began harvesting ~~cannabis~~ in the first quarter of 2019 for the purpose of further research and development activities and quality control testing ~~and extraction.~~of the cannabis we have produced. We have been generating revenue from the sale of our seeds since the second quarter of 2020. InFrom August 2021 through March 2022, we ~~paid total deposits~~made payments of ~~$1,155,000~~approximately $1,400,000 for the purchase of a state of the ~~approximate total cost of $1,542,103 on the construction of a~~art distillation machine that we expect to be placed in service within our vertically integrated extraction facility ~~designed to process~~during the ~~cannabis flower. Upon completion~~fourth quarter of ~~construction,~~2022. Once the equipment is placed in service, we will be one of the only companies in Colombia to both hold licenses and possess the capability to extract high-quality CBD and THC oils. We terminated our lease on September 30, 2022, and plan to install the equipment at a new extraction facility when the equipment clears Customs in the fourth quarter of 2022. We entered into a 5-year lease on the new location on October 1, 2022, where we will combine our office and extraction facilities into the same building. The new facility is approximately half the cost of the former, and already contains the necessary electrical and epoxy floors, which will significantly reduce our tenant improvement costs.

Results of Operations for the Three Months Ended September 30, ~~2021~~2022 and ~~2020:~~2021:

The following table summarizes selected items from the statement of operations for the three months ended September 30, ~~2021~~2022 and ~~2020.~~2021.

Three Months Ended September 30, Increase /
2021 2020 (Decrease)
Revenues $ 7,845 $ 42,598 $ (34,753 )
Cost of goods sold 7,058 7,682 (624 )
Gross profit 787 34,916 (34,129 )

Operating expenses:
General and administrative 358,382 793,846 (435,464 )
Professional fees 153,484 364,111 (210,627 )
Depreciation expense 6,939 9,496 (2,557 )
Total operating expenses: 518,805 1,167,453 (648,648 )

Operating loss (518,018 ) (1,132,537 ) (614,519 )

Total other income (expense) (149,661 ) (7,517 ) 142,144

Net loss $ (667,679 ) $ (1,140,054 ) $ (472,375 )

	Three Months Ended September 30,						Increase /
	2022			2021			(Decrease)
Revenues	$	33,373		$	7,845		$	25,528
Cost of goods sold		23,969			7,058			16,911
Gross profit		9,404			787			8,617

Operating expenses:
General and administrative		378,910			358,382			20,528
Professional fees		95,946			153,484			(57,538	)
Depreciation expense		9,883			6,939			2,944
Total operating expenses:		484,739			518,805			(34,066	)

Operating loss		(475,335	)		(518,018	)		(42,683	)

Total other expense		(518,808	)		(149,661	)		369,147

Net loss	$	(994,143	)	$	(667,679	)	$	326,464

Revenues

Revenues during the three months ended September 30, ~~2021~~2022 were ~~$7,845,~~$33,373, compared to ~~$42,598~~$7,845 during the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$34,753,~~$25,528, or ~~82%~~325%. Revenues increased as we continued to shift our focus toward producing and selling CBD and THC oils.

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, ~~2021~~2022 were ~~$7,058,~~$23,969, compared to ~~$7,682~~$7,058 for the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$624,~~$16,911, or 8%240%. Cost of goods sold consists primarily of labor, agricultural raw materials, depreciation and overhead.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, ~~2021~~2022 were ~~$358,382,~~$378,910, compared to ~~$793,846~~$358,382 during the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$435,464,~~$20,528, or ~~55%~~6%. The expenses for the current period consisted primarily of compensation expenses, office rent, and travel costs. General and administrative expenses ~~decreased~~increased primarily due to ~~decreased stock-based compensation related to the amortization of stock options~~increased salaries and ~~shares issued to officers that were incurred~~wages and lease expenses in Colombia over the prior ~~year, and not awarded in the current year at similar levels.~~year. General and administrative expenses included non-cash, stock-based compensation of ~~$72,334~~$29,347 and ~~$441,567~~$72,334 during the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Professional Fees

Professional fees for the three months ended September 30, ~~2021~~2022 were ~~$153,484,~~$95,946, compared to ~~$364,111~~$153,484 during the three months ended September 30, ~~2020,~~2021, a decrease of ~~$210,627,~~$57,538, or ~~58%~~37%. Professional fees included non-cash, stock-based compensation of ~~$60,042~~$11,833 and ~~$2,021,122~~$60,042 during the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Professional fees decreased primarily due to decreased stock-based compensation ~~efforts~~ during the current period.

Depreciation Expense

Depreciation expense for the three months ended September 30, ~~2021~~2022 was ~~$6,939,~~$9,883, compared to ~~$9,496~~$6,939 during the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$2,557,~~$2,944, or ~~27%~~42%. Depreciation expense ~~decreased as equipment was disposed of~~increased due to additional operational assets placed in service during the current period.

Other Income (Expense)

Other expenses, on a net basis, for the three months ended September 30, ~~2021~~2022 were ~~$149,661,~~$518,808, compared to other expenses, on a net basis, of ~~$7,517~~$149,661 during the three months ended September 30, ~~2020,~~2021, an increase in net expenses of ~~$142,144,~~$369,147, or ~~1,891%~~284%. Other expenses consisted of ~~$137,863~~$529,915 of interest expense, including $109,969 of stock-based finance costs on the amortization of debt discounts, $339,133 of stock-based commitment fees on debt and equity financing, and a loss on the sale of fixed assets of $9,041, as partially offset by a gain of $20,148 on the early extinguishment of our extraction facility lease in Colombia, for the three months ended September 30, 2022, compared to $137,863 of interest expense, including $116,312 of stock-based finance costs on the amortization of debt discounts, and a loss on disposal of fixed assets of $17,563, as offset by $5,000 of sublease income on sublet office space and $765 of interest income ~~for the three months ended September 30, 2021, compared to $7,517 of interest expense~~ during the three months ended September 30, ~~2020.~~2021.

Net Loss

Net loss for the three months ended September 30, ~~2021~~2022 was ~~$667,679,~~$994,143, or ~~$0.01~~$0.02 per share, compared to ~~$1,140,054,~~$667,679, or ~~$0.02~~$0.01 per share, during the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$472,375,~~$326,464, or ~~41%~~49%. The net loss ~~decreased~~increased primarily due to ~~decreased~~increased stock-based compensation, primarily related to the issuance of 1,341,276 shares of common stock, valued at $134,128, and 13,667 shares of Series B Preferred stock, valued at $205,005, during the current period.

2022

Results of Operations for the Nine Months Ended September 30, ~~2021~~2022 and ~~2020:~~2021:

The following table summarizes selected items from the statement of operations for the nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021.

Nine Months Ended September 30, Increase /
2021 2020 (Decrease)
Revenues $ 73,450 $ 103,384 $ (29,934 )
Cost of goods sold 14,810 24,433 (9,623 )
Gross profit 58,640 78,951 (20,311 )

Operating expenses:
General and administrative 1,466,954 3,293,009 (1,826,055 )
Professional fees 679,141 3,454,966 (2,775,825 )
Depreciation expense 29,937 23,706 6,231
Total operating expenses: 2,176,032 6,71,681 (4,595,649 )

Operating loss (2,117,392 ) (6,692,30 ) (4,575,338 )

Total other income (expense) (343,698 ) (28,571 ) 315,127

Net loss $ (2,461,090 ) $ (6,721,301 ) $ (4,260,211 )

	Nine Months Ended September 30,						Increase /
	2022			2021			(Decrease)
Revenues	$	76,384		$	73,450		$	2,934
Cost of goods sold		54,765			14,810			39,955
Gross profit		21,619			58,640			(37,021	)

Operating expenses:
General and administrative		1,148,100			1,466,954			(318,854	)
Professional fees		380,801			679,141			(298,340	)
Depreciation expense		34,540			29,937			4,603
Total operating expenses:		1,563,441			2,176,032			(612,591	)

Operating loss		(1,541,822	)		(2,117,392	)		(575,570	)

Total other expense		(753,317	)		(343,698	)		409,619

Net loss	$	(2,295,139	)	$	(2,461,090	)	$	(165,951	)

Revenues

Revenues during the nine months ended September 30, ~~2021~~2022 were ~~$73,450,~~$76,384, compared to ~~$103,384~~$73,450 during the nine months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$29,934,~~$2,934, or ~~29%~~4%. Revenues increased slightly as we continued to shift our focus toward producing and selling oils.

Cost of Goods Sold

Cost of goods sold for the nine months ended September 30, ~~2021~~2022 were ~~$14,810,~~$54,765, compared to ~~$24,433~~$14,810 for the nine months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$9,623,~~$39,955, or ~~39%~~270%. Cost of goods sold consists primarily of labor, agricultural raw materials, depreciation and overhead.

General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, ~~2021~~2022 were ~~$1,466,954,~~$1,148,100, compared to ~~$3,293,009~~$1,466,954 during the nine months ended September 30, ~~2020,~~2021, a decrease of ~~$1,826,055,~~$318,854, or ~~55%~~22%. The expenses for the current period consisted primarily of compensation expenses, office rent, and travel costs. General and administrative expenses decreased primarily due to decreased stock-based compensation ~~related to the amortization of stock options and shares issued to officers that were incurred in~~over the prior ~~year, and not awarded in the current year at similar levels.~~year. General and administrative expenses included non-cash, stock-based compensation of ~~$510,468~~$88,041 and ~~$2,415,366~~$510,468 during the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Professional Fees

Professional fees for the nine months ended September 30, ~~2021~~2022 were ~~$679,141,~~$380,801, compared to ~~$3,454,855~~$679,141 during the nine months ended September 30, ~~2020,~~2021, a decrease of ~~$2,775,825,~~$298,340, or ~~80%~~44%. Professional fees included non-cash, stock-based compensation of ~~$384,283~~$35,399 and ~~$2,839,132~~$384,283 during the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Professional fees decreased primarily due to decreased stock-based compensation ~~efforts~~ during the current period.

Depreciation Expense

Depreciation expense for the nine months ended September 30, ~~2021~~2022 was ~~$29,937,~~$34,540, compared to ~~$23,706~~$29,937 during the nine months ended September 30, ~~2020,~~2021, an increase of ~~$6,231,~~$4,603, or ~~26%~~15%. Depreciation expense increased as weadditional equipment was placed ~~more equipment~~ in ~~service in the past year.~~service.

Other Income (Expense)

Other expenses, on a net basis, for the nine months ended September 30, ~~2021~~2022 were ~~$343,698,~~$753,317, compared to other expenses, on a net basis, of ~~$28,571~~$343,698 during the nine months ended September 30, ~~2020,~~2021, an increase in net expenses of ~~$315,127,~~$409,619, or ~~1,103%~~119%. Other expenses consisted of ~~$347,958~~$886,837 of interest expense, including $361,921 of stock-based finance costs on the amortization of debt discounts, $339,133 of stock-based commitment fees on debt and equity financing, and a loss on the sale of fixed assets of $9,041, as partially offset by a gain of $20,148 on the early extinguishment of our extraction facility lease in Colombia, $1,000 of sublet income on our office space, a gain on early extinguishment of debt of $121,372 on the forgiveness of a PPP Loan and $41 of interest income, for the nine months ended September 30, 2022, compared to $347,958 of interest expense, including $286,345 of stock-based finance costs on the amortization of debt discounts, and a loss on disposal of fixed assets of $17,563, as offset by $19,500 of sublease income on sublet office space and $2,323 of interest income ~~for the nine months ended September 30, 2021, compared to $28,571 of interest expense~~ during the nine months ended September 30, ~~2020.~~2021.

Net Loss

Net loss for the nine months ended September 30, ~~2021~~2022 was ~~$2,461,090,~~$2,295,139, or ~~$0.04~~$0.03 per share, compared to ~~$6,721,301,~~$2,461,090, or ~~$0.14~~$0.04 per share, during the nine months ended September 30, ~~2020,~~2021, a decrease of ~~$4,260,211,~~$165,951, or ~~63%~~7%. The net loss decreased primarily due to decreased stock-based compensation during the current period.

Liquidity and Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, financing activities and effect of exchange rate changes on cash for the nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:

	2021			2020			2022			2021
Operating Activities	$	(3,120,049	)	$	(1,155,282	)	$	(1,124,967	)	$	(3,120,049	)
Investing Activities		(268,223	)		(37,793	)		(36,851	)		(268,223	)
Financing Activities		4,068,938			960,274			1,117,581			4,068,938
Effect of Exchange Rate Changes on Cash		(10,919	)		(28,700	)		(6,820	)		(10,919	)
Net Increase (Decrease) in Cash	$	669,747		$	(261,501	)	$	(51,057	)	$	669,747

Net Cash Used in Operating Activities

During the nine months ended September 30, ~~2021,~~2022, net cash used in operating activities was ~~$3,120,049,~~$1,124,967, compared to net cash used in operating activities of ~~$1,155,282~~$3,120,049 for the nine months ended September 30, ~~2020.~~2021. The cash used in operating activities was primarily attributable to our net loss.

Net Cash Used in Investing Activities

During the nine months ended September 30, ~~2021,~~2022, net cash used in investing activities was ~~$268,223,~~$36,851, compared to net cash used in investing activities of ~~$37,793~~$268,223 for the nine months ended September 30, ~~2020.~~2021. The cash used in investing activities consisted of purchases of fixed assets, ~~net of~~as partially offset by proceeds received on the ~~disposal~~sale of fixed assets.

Net Cash Provided by Financing Activities

During the nine months ended September 30, ~~2021,~~2022, net cash provided by financing activities was ~~$4,068,938,~~$1,117,581, compared to net cash provided by financing activities of ~~$960,274~~$4,068,938 for the nine months ended September 30, ~~2020.~~2021. The current period consisted of $1,717,581 of proceeds received on debt financing and $150,000 of proceeds received on the sale of preferred stock, as partially offset by $750,000 of repayments on debt, compared to $947,000 of proceeds received on debt financing and $3,577,505 received on the sale of preferred and common stock, less debt repayments of $455,567, ~~compared to $1,478,332 received on the sale of preferred stock and $261,274 of net proceeds received on debt financing, less debt repayments of $779,332,~~ during the nine months ended September 30, ~~2020.~~2021.

Ability to Continue as a Going Concern

As of September 30, ~~2021,~~2022, our balance of cash on hand was ~~$698,667,~~$68,621, and we had negative working capital of ~~$62,465~~$2,268,606 and an accumulated deficit of ~~$18,593,416.~~$22,212,027. We are too early in our development stage to project future revenue levels, and may not be able to generate sufficient funds to sustain our operations for the next twelve months. Accordingly, we may need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

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

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

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

~~There was no impact~~ The Company’s sales to date have primarily consisted of the sale of seeds. These sales include multi-element arrangements whereby the Company collects 50% of the sale upon delivery of the sales, and the remaining 50% upon the completion of the harvest, whether the seeds result in a successful crop, or not. In addition, the Company has a right of first refusal to purchase products resulting from the harvest. At September 30, 2022, the Company had $35,340 of deferred revenues and $22,830 of deferred cost of goods sold, as included in other current assets on the ~~Company’s financial statements from ASC 606 for~~balance sheet, that are expected to be recognized upon the ~~nine months ended September 30, 2021, or the year ended December 31, 2020.~~customers’ completion of their future harvests.

Inventory

Stock-Based Compensation

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our ~~Interim~~ Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2021.~~2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, ~~2021,~~2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

The following issuances of equity securities by the Company during the three month period ended September 30, ~~2021~~2022 were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder:

~~Preferred Stock Sales~~Commitment Fee Shares

On ~~July 12, 2021,~~September 15, 2022, the Company ~~received proceeds~~paid a commitment fee to AJB Capital in the form of ~~$499,995 from the sale of 33,333 shares of Series B Preferred Stock to ISIAH International. Each share of Preferred Stock is currently convertible into 100 shares of the Company’s common stock.~~

~~Common Stock Options Exercised~~

~~On July 26, 2021, a total of 60,000~~1,341,276 shares of common stock, ~~were issued upon exercise on a cashless basis~~restricted in accordance with Rule 144, in connection with the issuance of ~~options to purchase 125,000 shares of common stock at a price $0.13 per share.~~the Second AJB Note (defined above).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2526

ITEM 6. Exhibits

Exhibit		Description
2.1		Agreement and Plan of Merger dated February 21, 2019, among the Registrant, OWP Merger Subsidiary Inc. and OWP Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February 25, 2019)
2.2		Agreement and Plan of Merger dated October 11, 2021, between One World Pharma, Inc. and One World Products, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)
2.3		Articles of Merger Pursuant to NRS 92A.200 as filed with the Nevada Secretary of State on November 23, 2021 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)
3.1		Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014)
3.2		Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2019)
3.3		Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
3.4		Certificate of Designation of Series A Preferred Stock of the Registrant dated June 1, 2020 (incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2020)
3.5		Certificate of Designation of Series B Preferred Stock of the Registrant dated February 2, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on February 8, 2021)
~~3.6~~		Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014)
3.6		Certificate of Designation of Series B Preferred Stock of the Registrant dated February 2, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on February 8, 2021)
3.7		Certificate of Amendment to Certificate of Designation of the Series B Preferred Stock of One World Products, Inc., Pursuant to NRS 78.1955, filed with the Secretary of State of the State of Nevada on August 2, 2022 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on August 4, 2022)
4.1		Description of Securities (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on April 15, 2021)
4.2		Promissory Note of One World Pharma, Inc. in the principal amount of $290,000 issued to AJB Capital Investments LLC, dated January 20, 2021 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on January 25, 2021)
4.3		Promissory Note of One World Pharma, Inc. in the principal amount of $750,000 issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021)
4.4		Common Stock Purchase Warrant to purchase 1,500,000 shares of common stock of One World Pharma, Inc. issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021)
4.5		Common Stock Purchase Warrant to purchase 2,000,000 shares of common stock of One World Pharma, Inc. issued to AJB Capital Investments LLC, dated September 24, 2021 (incorporated by reference to Exhibit 4.3 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021)
10.1		Promissory Note ~~dated May 4, 2020, made by~~between OWP Ventures, Inc. ~~in favor of Customers Bank~~and Dr. Kenneth Perego, II, dated December 29, 2021 (incorporated by reference to Exhibit 10.1 of the Form ~~8-K~~10-K filed with the Securities and Exchange Commission by One World ~~Pharma,~~Products, Inc. on ~~May 8, 2020)~~April 15, 2022)
10.2		~~Securities Purchase Agreement,~~Addendum to Commercial Lease dated ~~February 7,~~November 1, 2021, between Ripper Series, LLC and OWP Ventures, Inc. (incorporated by reference to Exhibit ~~10.1~~10.2 of the Form 10-K filed with the Securities and Exchange Commission by One World Products, Inc. on April 15, 2022)
10.3		Commercial Lease dated December 2, 2018, between Larry R. Haupert dba Rexco and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on February ~~8, 2021)~~25, 2019)
~~10.3~~10.4		~~Securities Purchase Agreement,~~Commercial Lease dated ~~January 20, 2021,~~October 16, 2018, between ~~One World Pharma,~~Ripper Series, LLC and OWP Ventures, Inc. ~~and AJB Capital Investments LLC~~ (incorporated by reference to Exhibit ~~10.1~~10.4 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on ~~January~~February 25, ~~2021)~~2019)
~~10.4~~10.5		~~Security Agreement, dated January 20, 2021, between~~ One World Pharma, Inc. ~~and AJB Capital Investments LLC~~2019 Stock Incentive Plan (incorporated by reference to Exhibit ~~10.2~~10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission ~~by One World Pharma, Inc.~~ on ~~January~~February 25, ~~2021)~~2020)
~~10.5~~10.6		~~Letter Agreement, dated May 28, 2021, between One World Pharma, Inc. and Vahé Gabriel~~Form of Stock Option Grant Notice for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit ~~10.1~~10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission ~~by One World Pharma, Inc.~~ on ~~June 3, 2021)~~February 25, 2020)

~~10.6~~10.7		Form of Option Agreement for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020)
10.8		Securities Purchase Agreement, dated ~~January 20,~~September 24, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021)
~~10.7~~10.9		Security Agreement, dated ~~January 20,~~September 24, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on September 27, 2021)
10.10		Commercial Lease Agreement dated November 26, 2021, between R&B Inversiones S.A.S. and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.10 of the Form 10-Q filed with the Securities and Exchange Commission by One World Products, Inc. on May 16, 2022)
10.11		Residential Lease Agreement dated February 14, 2020, between Grupo Empresarial OIKOS S.A.S. and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.11 of the Form 10-Q filed with the Securities and Exchange Commission by One World Products, Inc. on May 16, 2022)
10.12		Purchase Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Products, Inc. on September 7, 2022)
10.13		Securities Purchase Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by One World Products, Inc. on September 7, 2022)
10.14		Registration Rights Agreement, dated September 1, 2022, between One World Products, Inc. and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by One World Products, Inc. on September 7, 2022)
10.15*		Convertible Promissory Note Purchase Agreement, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe
10.16*		Convertible Note, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of ~~Interim~~ Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of ~~Interim~~ Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

2628

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November ~~15, 2021~~14, 2022

	One World ~~Pharma,~~Products, Inc.

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

	/s/ ~~Vahé Gabriel~~Timothy Woods
	~~Vahé Gabriel~~Timothy Woods
	Chief Financial Officer
	(Principal Financial Officer)

2729

Date	Shares		Purchase Price
Initial Closing Date		16,666	$	249,990
February 22, 2021		16,667		250,005
March 8, 2021		16,667		250,005
March 22, 2021		16,667		250,005
April 5, 2021		16,666		249,990
April 19, 2021		16,667		250,005
May 17, 2021		33,334		500,010
June 14, 2021		33,333		499,995
July 12, 2021		33,333		499,995
Total		200,000	$	3,000,000