Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-200529 | |
Entity Registrant Name | ONE WORLD PHARMA, INC. | |
Entity Central Index Key | 0001622244 | |
Entity Tax Identification Number | 61-1744826 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3471 W. Oquendo Road | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89118 | |
City Area Code | (800) | |
Local Phone Number | 605-3210 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,925,983 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 698,667 | $ 28,920 |
Accounts receivable | 28,923 | 5,636 |
Inventory | 526,680 | 267,152 |
Other current assets | 220,720 | 118,911 |
Total current assets | 1,474,990 | 420,619 |
Right-of-use assets | 160,792 | 195,029 |
Security deposits | 1,224,561 | 65,114 |
Fixed assets, net | 947,543 | 726,820 |
Total Assets | 3,807,886 | 1,407,582 |
Current liabilities: | ||
Accounts payable | 463,378 | 734,554 |
Accrued expenses | 453,155 | 550,535 |
Dividends payable | 86,482 | 37,236 |
Current portion of lease liabilities | 48,932 | 45,271 |
Notes payable, net of discounts of $558,696 at September 30, 2021 | 360,578 | 334,841 |
Total current liabilities | 1,412,525 | 1,702,437 |
Long-term lease liability | 119,140 | 156,254 |
Total Liabilities | 1,531,665 | 1,858,691 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 9,200,000 shares authorized; no 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 |
Additional paid-in capital | 16,191,828 | 14,103,672 |
Subscriptions payable, consisting of 1,250,000 and 750,000 at September 30, 2021 and December 31, 2020, respectively | 150,062 | 75,000 |
Accumulated other comprehensive loss | (63,789) | (52,870) |
Accumulated (deficit) | (18,593,416) | (16,132,326) |
Total Stockholders’ Equity (Deficit) | (2,253,639) | (1,953,439) |
Total Liabilities and Stockholders’ Equity (Deficit) | 3,807,886 | 1,407,582 |
Series A convertible preferred stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock value | 952,330 | 1,502,330 |
Series B convertible preferred stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock value | $ 3,577,530 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Due to related parties | $ 558,696 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,200,000 | 9,200,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 61,675,983 | 53,085,305 |
Common stock, shares outstanding | 61,675,983 | 53,085,305 |
Subscriptions payable, shares | 1,250,000 | 750,000 |
Series A convertible preferred stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 500,000 | 500,000 |
Temporary equity, shares issued | 95,233 | 150,233 |
Temporary equity, shares outstanding | 95,233 | 150,233 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Series B convertible preferred stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 300,000 | 300,000 |
Temporary equity, shares issued | 238,502 | 0 |
Temporary equity, shares outstanding | 238,502 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 7,845 | $ 42,598 | $ 73,450 | $ 103,384 |
Cost of goods sold | 7,058 | 7,682 | 14,810 | 24,433 |
Gross profit | 787 | 34,916 | 58,640 | 78,951 |
Operating expenses: | ||||
General and administrative | 358,382 | 793,846 | 1,466,954 | 3,293,009 |
Professional fees | 153,484 | 364,111 | 679,141 | 3,454,966 |
Depreciation expense | 6,939 | 9,496 | 29,937 | 23,706 |
Total operating expenses | 518,805 | 1,167,453 | 2,176,032 | 6,771,681 |
Operating loss | (518,018) | (1,132,537) | (2,117,392) | (6,692,730) |
Other income (expense): | ||||
Sublease income | 5,000 | 19,500 | ||
Interest income | 765 | 2,323 | ||
Loss on disposal of fixed assets | (17,563) | (17,563) | ||
Interest expense | (137,863) | (7,517) | (347,958) | (28,571) |
Total other expense | (149,661) | (7,517) | (343,698) | (28,571) |
Net loss | (667,679) | (1,140,054) | (2,461,090) | (6,721,301) |
Other comprehensive loss: | ||||
Loss on foreign currency translation | (5,500) | (497) | (10,919) | (28,700) |
Net other comprehensive loss | (673,179) | (1,140,551) | (2,472,009) | (6,750,001) |
Series A convertible preferred stock declared ($0.60 per share) | 14,403 | (14,870) | (49,246) | (14,870) |
Net loss attributable to common shareholders | $ (687,582) | $ (1,155,421) | $ (2,521,255) | $ (6,764,871) |
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) |
Dividends declared per share of common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jul. 26, 2021 |
Income Statement [Abstract] | ||
Purchase price per share | $ 0.60 | $ 0.13 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A convertible preferred stock [Member] | Series B convertible preferred stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions payable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 44,804 | $ 8,150,004 | $ 250,000 | $ (16,248) | $ (8,167,166) | $ 261,394 | ||
Balance, shares at Dec. 31, 2019 | 44,804,305 | |||||||
Series A convertible preferred stock units sold for cash | $ 1,478,330 | |||||||
Series A convertible preferred stock units sold for cash, shares | 147,833 | |||||||
Common stock sold for cash | $ 500 | 249,500 | (250,000) | |||||
Common stock sold for cash, shares | 500,000 | |||||||
Common stock issued for services | $ 5,931 | 3,335,569 | 3,341,500 | |||||
Common stock issued for services, shares | 5,931,000 | |||||||
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 at Sep. 30, 2020 | $ 1,478,330 | $ 51,235 | 13,595,826 | 45,000 | (44,948) | (14,888,467) | (1,241,354) | |
Balance, shares at Sep. 30, 2020 | 147,833 | 51,235,305 | ||||||
Balance at Jun. 30, 2020 | $ 400,000 | $ 50,360 | 12,952,647 | (44,451) | (13,748,413) | (789,857) | ||
Balance, shares at Jun. 30, 2020 | 40,000 | 50,360,305 | ||||||
Series A convertible preferred stock units sold for cash | $ 1,078,330 | |||||||
Series A convertible preferred stock units sold for cash, shares | 107,833 | |||||||
Common stock issued for services | $ 875 | 331,625 | 332,500 | |||||
Common stock issued for services, shares | 875,000 | |||||||
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 at Sep. 30, 2020 | $ 1,478,330 | $ 51,235 | 13,595,826 | 45,000 | (44,948) | (14,888,467) | (1,241,354) | |
Balance, shares at Sep. 30, 2020 | 147,833 | 51,235,305 | ||||||
Balance at Dec. 31, 2020 | $ 1,502,330 | $ 53,085 | 14,103,672 | 75,000 | (52,870) | (16,132,326) | (1,953,439) | |
Balance, shares at Dec. 31, 2020 | 150,233 | 53,085,305 | ||||||
Series B convertible preferred stock sold for cash to our CEO | $ 3,050,010 | |||||||
Series B convertible preferred stock sold for cash to our CEO, shares | 203,334 | |||||||
Series B convertible preferred stock sold for cash | $ 527,520 | (25) | (25) | |||||
Series B convertible preferred stock sold for cash, shares | 35,168 | |||||||
Commitment shares issued pursuant to promissory note | $ 2,000 | 266,250 | 150,062 | 418,312 | ||||
Commitment shares issued pursuant to promissory note, shares | 2,000,000 | |||||||
Exercise of cashless options | $ 60 | (60) | ||||||
Exercise of cashless options, shares | 60,000 | |||||||
Warrants issued as a debt discount | 358,017 | 358,017 | ||||||
Common stock sold for cash | $ 750 | 74,250 | (75,000) | |||||
Common stock sold for cash, shares | 750,000 | |||||||
Conversion of series A convertible preferred stock | $ (550,000) | $ 5,500 | 544,500 | 550,000 | ||||
Conversion of series A convertible preferred stock, shares | (55,000) | 5,500,000 | ||||||
Common stock issued for services | $ 281 | 56,515 | 56,796 | |||||
Common stock issued for services, shares | 280,678 | |||||||
Amortization of common stock options issued for services | 837,955 | 837,955 | ||||||
Series A convertible preferred stock dividend 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 at Sep. 30, 2021 | $ 952,330 | $ 3,577,530 | $ 61,676 | 16,191,828 | 150,062 | (63,789) | (18,593,416) | (2,253,639) |
Balance, shares at Sep. 30, 2021 | 95,233 | 238,502 | 61,675,983 | |||||
Balance at Jun. 30, 2021 | $ 952,330 | $ 3,077,535 | $ 61,916 | 15,715,598 | (58,289) | (17,925,737) | (2,206,512) | |
Balance, shares at Jun. 30, 2021 | 95,233 | 205,169 | 61,915,983 | |||||
Series B convertible preferred stock sold for cash to our CEO | $ 499,995 | |||||||
Series B convertible preferred stock sold for cash to our CEO, shares | 33,333 | |||||||
Adjustment of common stock issued for services | $ (300) | (50,700) | (51,000) | |||||
Adjustment of common stock issued for services, shares | (300,000) | |||||||
Commitment shares issued pursuant to promissory note | 150,062 | 150,062 | ||||||
Exercise of cashless options | $ 60 | (60) | ||||||
Exercise of cashless options, shares | 60,000 | |||||||
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 at Sep. 30, 2021 | $ 952,330 | $ 3,577,530 | $ 61,676 | $ 16,191,828 | $ 150,062 | $ (63,789) | $ (18,593,416) | $ (2,253,639) |
Balance, shares at Sep. 30, 2021 | 95,233 | 238,502 | 61,675,983 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | Sep. 30, 2021$ / shares |
Purchase price per share | $ 0.60 |
Series A Convertible Preferred Stock [Member] | |
Purchase price per share | $ 0.60 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Net loss | $ (667,679) | $ (1,140,054) | $ (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 | $ 282,380 | ||
Cash - ending | $ 698,667 | $ 20,879 | 698,667 | 20,879 | $ 28,920 |
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 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business 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”) 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 39,475,398 825,000 0.50 825,000 0.50 300,000 0.424 875,000 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 of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. 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 1,542,103 The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be 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 that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. 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. 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, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2021: Schedule of Common Control and Ownership Interest State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) 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, 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 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. 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. 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 $ 250,000 293,888 Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers (ASC 606). 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 on the Company’s financial statements from ASC 606 for the nine months ended September 30, 2021, or the year ended December 31, 2020. Inventory Inventories are stated at the lower of cost or market. 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 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 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 - No other new accounting pronouncements, issued or effective during the period ended September 30, 2021, have had or are expected to have a significant impact on the Company’s financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements as of September 30, 2021, our balance of cash on hand was $ 698,667 62,465 18,593,416 In the event sales do not materialize at the expected rates, management would seek additional financing or 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. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 3 – Related Parties Debt Repayments, Related Party On September 15, 2021, the Company repaid a total of $ 130,610 125,000 5,610 On March 29, 2021, the Company repaid a total of $ 27,201 26,000 1,201 Series A Preferred Stock Sales On September 1, 2020, the Company received proceeds of $ 26,000 2,600 Each unit consisted of one share of Series A Preferred Stock and five 50 0.25 On July 10, 2020, the Company received proceeds of $ 110,000 11,000 Each unit consisted of one share of Series A Preferred Stock and five 50 0.25 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 20,000,000 15.00 3 15.00 0.15 200,000 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 3,334 15.00 Common Stock Options Issued for Services, Officers and Directors On May 25, 2021, the Company awarded options to purchase 1,000,000 0.1782 ten year 500,000 500,000 250,000 183 0.1719 171,949 128,962 42,987 On January 1, 2021, the Company awarded options to purchase 5,500,000 0.13 ten year 2,750,000 2,750,000 250,000 192 0.1174 645,624 381,506 264,118 On January 1, 2021, the Company awarded options to purchase 350,000 0.13 ten year 192 0.1170 40,943 30,707 10,236 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) On January 1, 2021, the Company awarded options to purchase 475,000 0.13 ten year 192 0.1170 55,565 41,674 13,891 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, 2021 and December 31, 2020, 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 December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 28,920 $ - $ - Right-of-use asset - - 195,029 Total assets 28,920 - 195,029 Liabilities Lease liabilities - - 201,520 Notes payable - 334,841 - Total liabilities - 334,841 201,525 Total assets and liabilities $ 28,920 $ (334,841 ) $ (6,496 ) 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 or the year ended December 31, 2020. ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventories are stated at the lower of cost or market. 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. Inventory consisted of the following at September 30, 2021 and December 31, 2020, respectively. Schedule of Inventory September 30, December 31, 2021 2020 Raw materials $ 48,807 $ 27,514 Work in progress 435,698 181,272 Finished goods 92,518 104,673 Inventory gross 577,023 313,459 Less obsolescence (50,343 ) (46,307 ) Total inventory $ 526,680 $ 267,152 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 6 – Other Current Assets Other current assets included the following as of September 30, 2021 and December 31, 2020, respectively: Schedule of Other Current Assets September 30, December 31, 2021 2020 VAT tax receivable $ 131,529 $ 99,199 Prepaid expenses 88,107 19,226 Other receivables 1,084 486 Total $ 220,720 $ 118,911 |
Security Deposits
Security Deposits | 9 Months Ended |
Sep. 30, 2021 | |
Security Deposits | |
Security Deposits | Note 7 – Security Deposits Security deposits included the following as of September 30, 2021 and December 31, 2020, 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 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 – Fixed Assets Fixed assets consist of the following at September 30, 2021 and December 31, 2020, respectively: Schedule of Fixed Assets September 30, December 31, 2021 2020 Land $ 138,248 $ 138,248 Buildings 41,665 41,665 Office equipment 53,938 44,027 Furniture and fixtures 32,259 27,914 Equipment and machinery 374,981 185,169 Construction in progress 388,618 345,036 Fixed assets, gross 1,029,709 782,059 Less: accumulated depreciation (82,166 ) (55,239 ) Total $ 947,543 $ 726,820 Construction in progress consists of equipment and capital improvements on the Popayán farm have not yet been placed in service. Depreciation and amortization expense totaled $ 29,937 23,706 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9 – Accrued Expenses Accrued expenses consisted of the following at September 30, 2021 and December 31, 2020, respectively: Schedule of Accrued Expenses September 30, December 31, 2021 2020 Accrued payroll $ 248,135 $ 266,230 Accrued withholding taxes and employee benefits 7,649 18,889 Accrued ICA fees and contributions 142,133 200,335 Accrued interest 55,238 65,081 Accrued expenses $ 453,155 $ 550,535 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Leases | Note 10 – Leases The Company’s 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 to the recently adopted ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects that lease options will be exercised. The Company’s corporate office is under a real property 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 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, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. ONE WORLD PHARMA, 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 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 Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 33,453 Future minimum annual lease commitments under non-cancelable operating leases are as follows at September 30, 2021: Schedule of Operating Lease Liability Maturity Operating Leases 2021 (for the three months remaining) $ 14,589 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 186,910 Less interest 18,838 Present value of lease liabilities 168,072 Less current portion 48,932 Long-term lease liabilities $ 119,140 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
Notes Payable | Note 11 – Notes Payable Notes payable consists of the following at September 30, 2021 and December 31, 2020, 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 three 1,500,000 0.25 three 2,000,000 0.50 705,000 678,750 45,000 15,000 11,250 The Note matures on September 24, 2022 8 20 250,000 1,250,000 150,062 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 $ 290,000 281,300 268,250 8,700 7,250 5,800 The First AJB Note carried interest at a rate of 10 October 20, 2021 Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount of $ 200,000 2,000,000 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. 268,250 - - On February 3, 2020, the Company, through its wholly-owned subsidiary, One World Pharma SAS, received an advance of 100,000,000 29,134 6 50,000,000 14,567 50,000,000 14,567 - 14,567 On December 16, 2020, the Company received an advance of $ 125,000 6 130,610 125,000 5,610 September 15, 2021 - 125,000 On October 28, 2020, the Company received an advance of $ 50,000 6 52,918 50,000 2,918 October 18, 2021 50,000 50,000 On September 14, 2020, the Company received an advance of $ 26,000 6 March 29, 2021 - 26,000 On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $ 119,274 1.00 May 4, 2022 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 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 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company recognized interest expense for the nine months ended September 30, 2021 and 2020, as follows: Schedule of Interest Expenses September 30, September 30, 2021 2020 Interest on convertible notes $ 21,120 $ 21,516 Interest on notes payable 8,434 7,055 Amortization of debt discounts, including $ 286,345 310,633 - Interest on accounts payable 7,771 - Total interest expense $ 347,958 $ 28,571 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | Note 12 – Convertible Preferred Stock Preferred Stock The Company has 10,000,000 0.001 500,000 300,000 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. 6 95,233 238,502 10 15 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 No Series A Preferred Stock Conversions On April 6, 2021, a shareholder converted 30,000 3,000,000 On March 24, 2021, a shareholder converted 10,000 1,000,000 On January 26, 2021, a shareholder converted 5,000 500,000 On January 12, 2021, a shareholder converted 10,000 1,000,000 Preferred Stock Dividends The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable in cash as and when declared by the Board or upon a liquidation. The Company recognized $ 49,246 14,870 86,482 of dividends had accrued as of September 30, 2021. 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 entered into a Securities 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 20,000,000 15.00 3 15.00 0.15 200,000 Schedule 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 In addition to the shares sold to ISIAH International, the Company received total proceeds of $ 527,520 35,168 15.00 50,010 3,334 15.00 |
Changes in Stockholders_ Equity
Changes in Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Changes in Stockholders’ Equity | Note 13 – Changes in Stockholders’ Equity Common Stock The Company is authorized to issue an aggregate of 300,000,000 0.001 61,675,983 Common Stock Issued on Subscriptions Payable On March 1, 2021, the Company issued 750,000 0.10 75,000 Common Stock Options Exercised On July 26, 2021, a total of 60,000 125,000 0.13 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 2,000,000 268,250 268,250 one million Also, as disclosed in Note 11, above, the Company paid a commitment fee to AJB Capital in the form of 1,250,000 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Common Stock Issued for Services On May 25, 2021, the Company awarded a total of 50,000 The aggregate fair value of the shares was $ 8,500 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. 112,528 The fair value of the shares was $ 18,758 Amortization of Stock-Based Compensation A total of $ 837,955 |
Common Stock Options
Common Stock Options | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Options | |
Common Stock Options | Note 14 – 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 Common Stock Options Issued for Services On May 28, 2021, the Company awarded options to purchase 1,000,000 0.1782 ten year 500,000 500,000 250,000 183 0.1719 171,949 128,962 42,987 On May 25, 2021, the Company awarded options to purchase an aggregate 425,000 0.17 ten year 183 0.1653 70,269 23,423 46,846 On January 1, 2021, the Company awarded options to purchase 5,500,000 0.13 ten year 2,750,000 2,750,000 250,000 192 0.1174 645,624 381,506 264,118 ONE WORLD PHARMA, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) On January 1, 2021, the Company awarded options to purchase 350,000 0.13 ten year 192 0.1170 40,943 30,707 10,236 On January 1, 2021, the Company awarded options to purchase 475,000 0.13 ten year 192 0.1170 55,565 41,674 13,891 On January 1, 2021, the Company awarded options to purchase an aggregate 1,842,000 0.13 ten year 192 0.1170 215,475 161,606 53,869 The Company also recognized a total of $ 70,077 1,875,623 33,613 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – 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, and the year ended December 31, 2020, 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, the Company had approximately $ 6,946,800 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 and December 31, 2020, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Debt Repayment, Related Party On October 18, 2021, the Company repaid a total of $ 52,918 50,000 2,918 Commitment Shares As disclosed in Note 11, above, the Company paid a commitment fee to AJB Capital in the form of 1,250,000 On October 15, 2021, the Company redeemed and cancelled 1,000,000 commitment shares issued to AJB Capital in connection with the first AJB Note for a nominal redemption price of $ 1.00 , as disclosed in Note 11, above. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business 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”) 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 39,475,398 825,000 0.50 825,000 0.50 300,000 0.424 875,000 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 of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. 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 1,542,103 The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be 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 that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. |
Basis of Presentation | 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. 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, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) |
Principles of Consolidation | 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: Schedule of Common Control and Ownership Interest State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) 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, 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 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. |
Foreign Currency Translation | 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 | 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 | 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 | 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 | Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Cash in Excess of FDIC Insured Limits | 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 $ 250,000 293,888 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers (ASC 606). 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 on the Company’s financial statements from ASC 606 for the nine months ended September 30, 2021, or the year ended December 31, 2020. |
Inventory | Inventory Inventories are stated at the lower of cost or market. 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 | Stock-Based Compensation The Company accounts for equity instruments issued to 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 | 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 | 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 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 - No other new accounting pronouncements, issued or effective during the period ended September 30, 2021, have had or are expected to have a significant impact on the Company’s financial statements. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Common Control and Ownership Interest | 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: Schedule of Common Control and Ownership Interest State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) 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, 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 income or expenses. |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Agreement to Purchase Shares of Preferred Stock | 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 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | 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 and December 31, 2020, 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 December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 28,920 $ - $ - Right-of-use asset - - 195,029 Total assets 28,920 - 195,029 Liabilities Lease liabilities - - 201,520 Notes payable - 334,841 - Total liabilities - 334,841 201,525 Total assets and liabilities $ 28,920 $ (334,841 ) $ (6,496 ) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory September 30, December 31, 2021 2020 Raw materials $ 48,807 $ 27,514 Work in progress 435,698 181,272 Finished goods 92,518 104,673 Inventory gross 577,023 313,459 Less obsolescence (50,343 ) (46,307 ) Total inventory $ 526,680 $ 267,152 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of September 30, 2021 and December 31, 2020, respectively: Schedule of Other Current Assets September 30, December 31, 2021 2020 VAT tax receivable $ 131,529 $ 99,199 Prepaid expenses 88,107 19,226 Other receivables 1,084 486 Total $ 220,720 $ 118,911 |
Security Deposits (Tables)
Security Deposits (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Security Deposits | |
Schedule of Security Deposits | Security deposits included the following as of September 30, 2021 and December 31, 2020, 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 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2021 and December 31, 2020, respectively: Schedule of Fixed Assets September 30, December 31, 2021 2020 Land $ 138,248 $ 138,248 Buildings 41,665 41,665 Office equipment 53,938 44,027 Furniture and fixtures 32,259 27,914 Equipment and machinery 374,981 185,169 Construction in progress 388,618 345,036 Fixed assets, gross 1,029,709 782,059 Less: accumulated depreciation (82,166 ) (55,239 ) Total $ 947,543 $ 726,820 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2021 and December 31, 2020, respectively: Schedule of Accrued Expenses September 30, December 31, 2021 2020 Accrued payroll $ 248,135 $ 266,230 Accrued withholding taxes and employee benefits 7,649 18,889 Accrued ICA fees and contributions 142,133 200,335 Accrued interest 55,238 65,081 Accrued expenses $ 453,155 $ 550,535 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Components of Lease Expense | 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 |
Schedule of Supplemental Balance Sheet Information Related to Leases | 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 Weighted average discount rate: Operating leases 6.75 % |
Schedule of Supplemental Cash Flow Related to Leases | Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow Related to Leases For the Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 33,453 |
Schedule of Operating Lease Liability Maturity | Future minimum annual lease commitments under non-cancelable operating leases are as follows at September 30, 2021: Schedule of Operating Lease Liability Maturity Operating Leases 2021 (for the three months remaining) $ 14,589 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 186,910 Less interest 18,838 Present value of lease liabilities 168,072 Less current portion 48,932 Long-term lease liabilities $ 119,140 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
Schedule of Notes Payable | Notes payable consists of the following at September 30, 2021 and December 31, 2020, 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 three 1,500,000 0.25 three 2,000,000 0.50 705,000 678,750 45,000 15,000 11,250 The Note matures on September 24, 2022 8 20 250,000 1,250,000 150,062 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 $ 290,000 281,300 268,250 8,700 7,250 5,800 The First AJB Note carried interest at a rate of 10 October 20, 2021 Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount of $ 200,000 2,000,000 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. 268,250 - - On February 3, 2020, the Company, through its wholly-owned subsidiary, One World Pharma SAS, received an advance of 100,000,000 29,134 6 50,000,000 14,567 50,000,000 14,567 - 14,567 On December 16, 2020, the Company received an advance of $ 125,000 6 130,610 125,000 5,610 September 15, 2021 - 125,000 On October 28, 2020, the Company received an advance of $ 50,000 6 52,918 50,000 2,918 October 18, 2021 50,000 50,000 On September 14, 2020, the Company received an advance of $ 26,000 6 March 29, 2021 - 26,000 On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $ 119,274 1.00 May 4, 2022 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 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 |
Schedule of Interest Expenses | The Company recognized interest expense for the nine months ended September 30, 2021 and 2020, as follows: Schedule of Interest Expenses September 30, September 30, 2021 2020 Interest on convertible notes $ 21,120 $ 21,516 Interest on notes payable 8,434 7,055 Amortization of debt discounts, including $ 286,345 310,633 - Interest on accounts payable 7,771 - Total interest expense $ 347,958 $ 28,571 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Preferred Stock | |
Schedule to Purchase Shares of Preferred Stock | Schedule 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 |
Schedule of Common Control and
Schedule of Common Control and Ownership Interest (Details) | 9 Months Ended | |
Sep. 30, 2021 | ||
Name of Entity | ONE WORLD PHARMA, INC. | |
State of Incorporation | NV | |
One World Pharma, Inc [Member] | ||
Name of Entity | One World Pharma, Inc. | [1] |
State of Incorporation | NV | [1] |
Relationship | Parent | [1] |
OWP Ventures, Inc. [Member] | ||
Name of Entity | OWP Ventures, Inc. | [2] |
State of Incorporation | DE | [2] |
Relationship | Subsidiary | [2] |
One World Pharma S.A.S. [Member] | ||
Name of Entity | One World Pharma S.A.S. | [3] |
State of Incorporation | F8 | [3] |
Relationship | Subsidiary | [3] |
Colombian Hope, S.A.S. [Member] | ||
Name of Entity | Colombian Hope, S.A.S. | [4] |
State of Incorporation | F8 | [4] |
Relationship | Subsidiary | [4] |
[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, 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 income or expenses. |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 21, 2019 | Aug. 31, 2021 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
FDIC insured amount | $ 250,000 | ||
Cash uninsured amount | $ 293,888 | ||
Merger Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Options to purchase common stock | 825,000 | ||
Common stock exercise price | $ 0.50 | ||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of stock issued | 39,475,398 | ||
Options to purchase common stock | 825,000 | ||
Common stock exercise price | $ 0.50 | ||
Proceeds from issuance convertible note | $ 300,000 | ||
Conversion price | $ 0.424 | ||
Number of shares cancelled | 875,000 | ||
Deposits | $ 1,155,000 | ||
Construction cost | $ 1,542,103 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash on hand | $ 698,667 | |
Working capital | 62,465 | |
Accumulated deficit | $ 18,593,416 | $ 16,132,326 |
Schedule of Agreement to Purcha
Schedule of Agreement to Purchase Shares of Preferred Stock (Details) - USD ($) | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jul. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Purchase price | |||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Shares | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | ||
Purchase price | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Sep. 15, 2021 | Mar. 29, 2021 | Feb. 07, 2021 | Jan. 02, 2021 | Sep. 02, 2020 | Jul. 10, 2020 | May 31, 2021 | May 25, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 26, 2021 | May 21, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Purchase price per share | $ 0.60 | $ 0.13 | |||||||||||
Issuance of common stock | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Share-based compensation | $ 56,796 | $ 3,386,498 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ 10 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Preferred stock, par value | $ 15 | ||||||||||||
Series B Preferred Stock [Member] | ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares issued, shares | 200,000 | ||||||||||||
Conversion of stock, shares issuable | 20,000,000 | ||||||||||||
Purchase price per share | $ 15 | ||||||||||||
Issuance of common stock | $ 3,000,000 | ||||||||||||
Preferred stock, par value | $ 15 | ||||||||||||
Conversion of stock conversion price per share | $ 0.15 | ||||||||||||
Number of share purchase | 200,000 | ||||||||||||
Isiah Thomas [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Repayment of related party debt | $ 130,610 | ||||||||||||
Debt principal amount | 125,000 | ||||||||||||
Interest Payable | $ 5,610 | ||||||||||||
Dr. Kenneth Perego [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Repayment of related party debt | $ 27,201 | ||||||||||||
Debt principal amount | 26,000 | ||||||||||||
Interest Payable | $ 1,201 | ||||||||||||
Dr. Kenneth Perego [Member] | Series A Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from preferred stock | $ 26,000 | ||||||||||||
Number of shares issued, shares | 2,600 | ||||||||||||
Dr. Kenneth Perego [Member] | Series B Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from preferred stock | $ 110,000 | ||||||||||||
Number of shares issued, shares | 11,000 | ||||||||||||
Dr Ken Perego [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options awarded during period, shares | 350,000 | ||||||||||||
Options exercise price, per share | $ 0.13 | ||||||||||||
Options exercisable period | 10 years | ||||||||||||
Stock option, volatility rate | 192.00% | ||||||||||||
Stock option, call option, price per share | $ 0.1170 | ||||||||||||
Stock option, call option value | $ 40,943 | ||||||||||||
Share-based compensation | $ 30,707 | ||||||||||||
Unamortized expenses | 10,236 | ||||||||||||
Dr Ken Perego [Member] | Series A Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrant description | 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. | 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. | |||||||||||
Warrants term | 5 years | 5 years | |||||||||||
Warrants purchase | 50 | 50 | |||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options awarded during period, shares | 5,500,000 | ||||||||||||
Options exercise price, per share | $ 0.13 | ||||||||||||
Options exercisable period | 10 years | ||||||||||||
Stock option, volatility rate | 192.00% | ||||||||||||
Stock option, call option, price per share | $ 0.1174 | ||||||||||||
Stock option, call option value | $ 645,624 | ||||||||||||
Share-based compensation | 381,506 | ||||||||||||
Unamortized expenses | 264,118 | ||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Eleven Quarters [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 250,000 | ||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 2,750,000 | ||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 2,750,000 | ||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | Series B Preferred Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from preferred stock | $ 50,010 | ||||||||||||
Number of shares issued, shares | 3,334 | ||||||||||||
Purchase price per share | $ 15 | ||||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options awarded during period, shares | 1,000,000 | ||||||||||||
Options exercise price, per share | $ 0.1782 | $ 0.1782 | |||||||||||
Options exercisable period | 10 years | ||||||||||||
Stock option, volatility rate | 183.00% | ||||||||||||
Stock option, call option, price per share | $ 0.1719 | ||||||||||||
Stock option, call option value | $ 171,949 | ||||||||||||
Share-based compensation | 128,962 | ||||||||||||
Unamortized expenses | 42,987 | ||||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 500,000 | ||||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 500,000 | ||||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Over Two Quarters [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options vested during period, shares | 250,000 | ||||||||||||
Bruce Raben, Director of the Company [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options awarded during period, shares | 475,000 | ||||||||||||
Options exercise price, per share | $ 0.13 | ||||||||||||
Options exercisable period | 10 years | ||||||||||||
Stock option, volatility rate | 192.00% | ||||||||||||
Stock option, call option, price per share | $ 0.1170 | ||||||||||||
Stock option, call option value | $ 55,565 | ||||||||||||
Share-based compensation | 41,674 | ||||||||||||
Unamortized expenses | $ 13,891 |
Schedule of Valuation of Financ
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Right-of-use asset | $ 160,792 | $ 195,029 |
Lease liabilities | 168,072 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | 698,667 | 28,920 |
Right-of-use asset | ||
Total assets | 698,667 | 28,920 |
Lease liabilities | ||
Notes payable | ||
Total liabilities | ||
Total assets and liabilities | 698,667 | 28,920 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Right-of-use asset | ||
Total assets | ||
Lease liabilities | ||
Notes payable | 360,578 | 334,841 |
Total liabilities | (360,578) | 334,841 |
Total assets and liabilities | (360,578) | (334,841) |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Right-of-use asset | 160,792 | 195,029 |
Total assets | 160,792 | 195,029 |
Lease liabilities | 168,072 | 201,520 |
Notes payable | ||
Total liabilities | (7,280) | 201,525 |
Total assets and liabilities | $ (7,280) | $ (6,496) |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 48,807 | $ 27,514 |
Work in progress | 435,698 | 181,272 |
Finished goods | 92,518 | 104,673 |
Inventory gross | 577,023 | 313,459 |
Less obsolescence | (50,343) | (46,307) |
Total inventory | $ 526,680 | $ 267,152 |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT tax receivable | $ 131,529 | $ 99,199 |
Prepaid expenses | 88,107 | 19,226 |
Other receivables | 1,084 | 486 |
Total | $ 220,720 | $ 118,911 |
Schedule of Security Deposits (
Schedule of Security Deposits (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | $ 1,224,561 | $ 65,114 |
Utilities Deposits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | 1,090 | 660 |
Refundable Deposit On Equipment Purchase [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | 50,000 | 50,000 |
Security Deposits On Leases Held In Colombia [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | 4,442 | 9,960 |
Security Deposit On Office Lease [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | 14,029 | 4,494 |
Down Payment on Distillation Equipment [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Security deposits | $ 1,155,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 1,029,709 | $ 782,059 |
Less: accumulated depreciation | (82,166) | (55,239) |
Total | 947,543 | 726,820 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 138,248 | 138,248 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 41,665 | 41,665 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 53,938 | 44,027 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 32,259 | 27,914 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 374,981 | 185,169 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 388,618 | $ 345,036 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 29,937 | $ 23,706 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 248,135 | $ 266,230 |
Accrued withholding taxes and employee benefits | 7,649 | 18,889 |
Accrued ICA fees and contributions | 142,133 | 200,335 |
Accrued interest | 55,238 | 65,081 |
Accrued expenses | $ 453,155 | $ 550,535 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases | |
Amortization of assets | $ 34,237 |
Interest on lease liabilities | 9,457 |
Lease payments on short term leases | 31,841 |
Total lease cost | $ 75,535 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Operating lease assets | $ 160,792 | $ 195,029 |
Current portion of operating lease liabilities | 48,932 | 45,271 |
Noncurrent operating lease liabilities | 119,140 | $ 156,254 |
Total operating lease liabilities | $ 168,072 | |
Weighted average remaining lease term: Operating leases | 3 years | |
Weighted average discount rate: Operating leases | 6.75% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Leases | |
Operating cash flows used for operating leases | $ 33,453 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability Maturity (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 (for the three months remaining) | $ 14,589 | |
2022 | 59,223 | |
2023 | 61,000 | |
2024 | 52,098 | |
Total minimum lease payments | 186,910 | |
Less interest | 18,838 | |
Present value of lease liabilities | 168,072 | |
Less current portion | 48,932 | $ 45,271 |
Long-term lease liabilities | $ 119,140 | $ 156,254 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 24, 2021 | Jan. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||
Total notes payable | $ 919,274 | $ 334,841 | |||
Debt discount | 310,633 | ||||
Debt Instrument, Unamortized Discount | 558,696 | ||||
Notes payable, net of discounts | 360,578 | 334,841 | |||
Unsecured Promissory Note Due on Demand One[Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | 750,000 | ||||
Unsecured Promissory Note Due on Demand One[Member] | AJB Capital Investments LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt discount | $ 150,062 | $ 268,250 | |||
Debt Instrument, Unamortized Discount | $ 8,700 | ||||
Unsecured Promissory Note Due on Demand Two [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | |||||
Unsecured Promissory Note Due on Demand Three [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | 14,567 | ||||
Unsecured Promissory Note Due On Demand Four [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | 125,000 | ||||
Unsecured Promissory Note Due On Demand Five [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | 50,000 | 50,000 | |||
Unsecured Promissory Note Due on Demand Six [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | 26,000 | ||||
Unsecured Promissory Note Due On Demand Seven [Member] | |||||
Short-term Debt [Line Items] | |||||
Total notes payable | $ 119,274 | $ 119,274 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | Sep. 24, 2021USD ($)Integer$ / sharesshares | Jan. 20, 2021USD ($)shares | Dec. 16, 2020USD ($) | Oct. 28, 2020USD ($) | Sep. 14, 2020USD ($) | May 04, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021COP ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020COP ($) | Feb. 03, 2020USD ($) | Feb. 03, 2020COP ($) |
Short-term Debt [Line Items] | ||||||||||||||
Debt discount | $ 310,633 | |||||||||||||
Original issue discount | 558,696 | |||||||||||||
Number of stock issued for commitment fee, shares | $ 332,500 | 56,796 | 3,341,500 | |||||||||||
Proceeds from notes payable | 947,000 | 261,274 | ||||||||||||
Repayments of notes payable | 455,567 | $ 272,000 | ||||||||||||
AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt discount | 268,250 | |||||||||||||
Number of stock issued for commitment fee, shares | 2,000,000 | |||||||||||||
Unsecured Promissory Note Due on Demand One[Member] | AJB Capital Investments LLC [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt instrument, face value | $ 750,000 | $ 290,000 | ||||||||||||
Warrants term | 3 years | |||||||||||||
Warrants purchase | shares | 1,500,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.25 | |||||||||||||
Debt discount | $ 150,062 | 268,250 | ||||||||||||
Original issue discount | 8,700 | |||||||||||||
Legal fees | 7,250 | |||||||||||||
Brokerage fees | $ 5,800 | |||||||||||||
Advance, repayment date | Sep. 24, 2022 | Oct. 20, 2021 | ||||||||||||
Debt interest rate | 8.00% | 10.00% | ||||||||||||
Trading days | Integer | 20 | |||||||||||||
Number of stock issued for commitment fee, shares | $ 250,000 | $ 200,000 | ||||||||||||
Number of stock issued for commitment fee | shares | 1,250,000 | 2,000,000 | ||||||||||||
Proceeds from notes payable | $ 281,300 | |||||||||||||
Proceeds from debt discount | $ 268,250 | |||||||||||||
Debt description | 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. | |||||||||||||
Unsecured Promissory Note Due on Demand One[Member] | AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt instrument, face value | $ 705,000 | |||||||||||||
Warrants term | 3 years | |||||||||||||
Warrants purchase | shares | 2,000,000 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.50 | |||||||||||||
Debt discount | $ 678,750 | |||||||||||||
Original issue discount | 45,000 | |||||||||||||
Legal fees | 15,000 | |||||||||||||
Brokerage fees | $ 11,250 | |||||||||||||
Unsecured Promissory Note Due on Demand Two [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt interest rate | 6.00% | 6.00% | ||||||||||||
Advance from affiliates | $ 29,134 | $ 100,000,000 | ||||||||||||
Repayments of notes payable | $ 14,567 | $ 50,000,000 | $ 14,567 | $ 50,000,000 | ||||||||||
Unsecured Promissory Note Due on Demand Three [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Advance from affiliates | $ 125,000 | |||||||||||||
Debt | 130,610 | |||||||||||||
Principal payment | 125,000 | $ 50,000 | ||||||||||||
Interest rate | $ 5,610 | $ 2,918 | ||||||||||||
Unsecured Promissory Note Due On Demand Five [Member] | Kenneth Perego [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Advance, repayment date | Sep. 15, 2021 | Oct. 18, 2021 | Mar. 29, 2021 | |||||||||||
Debt interest rate | 600.00% | |||||||||||||
Advance from affiliates | $ 26,000 | |||||||||||||
Unsecured Promissory Note Due On Demand Four [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Advance from affiliates | $ 50,000 | |||||||||||||
Debt | $ 52,918 | |||||||||||||
Unsecured Promissory Note Due on Demand Six [Member] | OWP Ventures, Inc. [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Advance, repayment date | May 4, 2022 | |||||||||||||
Loan forgiveness, percentage | 40.00% | |||||||||||||
Unsecured Promissory Note Due on Demand Six [Member] | OWP Ventures, Inc. [Member] | Lenders [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt interest rate | 100.00% | |||||||||||||
Advance from affiliates | $ 119,274 |
Schedule of Interest Expenses (
Schedule of Interest Expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Notes Payable | ||
Interest on convertible notes | $ 21,120 | $ 21,516 |
Interest on notes payable | 8,434 | 7,055 |
Amortization of debt discounts, including $286,345 of stock-based discounts | 310,633 | |
Interest on accounts payable | 7,771 | |
Total interest expense | $ 347,958 | $ 28,571 |
Schedule of Interest Expenses_2
Schedule of Interest Expenses (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Notes Payable | |
Stock-based discounts | $ 286,345 |
Schedule to Purchase Shares of
Schedule to Purchase Shares of Preferred Stock (Details) - USD ($) | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jul. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Purchase price | |||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||
Shares | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | ||
Purchase price | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) - USD ($) | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 07, 2021 | Apr. 06, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jan. 12, 2021 | Apr. 22, 2021 | Mar. 24, 2021 | Jan. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 26, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 9,200,000 | 9,200,000 | 9,200,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred stock dividend recognized | $ (14,403) | $ 14,870 | $ 49,246 | $ 14,870 | |||||||||||||||||||
Purchase price per share | $ 0.60 | $ 0.60 | $ 0.13 | ||||||||||||||||||||
Issuance of common stock | |||||||||||||||||||||||
Series A convertible preferred stock [Member] | |||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Preferred stock shares designated | 500,000 | 500,000 | |||||||||||||||||||||
Conversion of preferred stock into common stock, description | 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. | ||||||||||||||||||||||
Series A convertible preferred stock, issued | 95,233 | 95,233 | 150,233 | ||||||||||||||||||||
Series A convertible preferred stock, outstanding | 95,233 | 95,233 | 150,233 | ||||||||||||||||||||
Series B convertible preferred stock [Member] | |||||||||||||||||||||||
Preferred stock shares designated | 300,000 | 300,000 | |||||||||||||||||||||
Series A convertible preferred stock, issued | 238,502 | 238,502 | 0 | ||||||||||||||||||||
Series A convertible preferred stock, outstanding | 238,502 | 238,502 | 0 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | |||||||||||||||||||||
Dividend rate percentage | 6.00% | ||||||||||||||||||||||
Sale of stock, shares | 0 | ||||||||||||||||||||||
Conversion of stock, shares converted | 30,000 | 10,000 | 10,000 | 5,000 | |||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 86,482 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, par value | $ 15 | $ 15 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Seven Accredited Investors [Member] | |||||||||||||||||||||||
Number of shares issued, shares | 35,168 | ||||||||||||||||||||||
Purchase price per share | $ 15 | ||||||||||||||||||||||
Issuance of common stock | $ 527,520 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | |||||||||||||||||||||||
Number of shares issued, shares | 3,334 | ||||||||||||||||||||||
Purchase price per share | $ 15 | ||||||||||||||||||||||
Issuance of common stock | $ 50,010 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | |||||||||||||||||||||||
Preferred stock, par value | $ 15 | $ 15 | |||||||||||||||||||||
Number of shares issued, shares | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | ||||||||||||
Conversion of stock, shares issuable | 20,000,000 | ||||||||||||||||||||||
Purchase price per share | $ 15 | $ 15 | |||||||||||||||||||||
Issuance of common stock | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 | ||||||||||||
Conversion of stock conversion price per share | $ 0.15 | $ 0.15 | |||||||||||||||||||||
Share purchase | 200,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Conversion of stock, shares issued | 1,000,000 | 3,000,000 | 1,000,000 | 500,000 |
Changes in Stockholders_ Equi_2
Changes in Stockholders’ Equity (Details Narrative) - USD ($) | Jun. 02, 2021 | May 12, 2021 | Nov. 27, 2020 | Jul. 26, 2021 | May 25, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Common stock, shares outstanding | 61,675,983 | 53,085,305 | |||||||
Common stock, shares issued | 61,675,983 | 53,085,305 | |||||||
Shares issued for options exercised, shares | 60,000 | ||||||||
Options outstanding | 125,000 | ||||||||
Shares issued price per share | $ 0.13 | $ 0.60 | |||||||
Shares issued for services, value | $ 332,500 | $ 56,796 | $ 3,341,500 | ||||||
Debt discount | 310,633 | ||||||||
Promissory note | 919,274 | $ 334,841 | |||||||
Common stock sold for cash | |||||||||
Stock-based compensation | 837,955 | ||||||||
Two Individuals [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services, value | $ 8,500 | ||||||||
Shares issued for services, shares | 50,000 | ||||||||
COR Prominence LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services, value | $ 18,758 | ||||||||
Shares issued for services, shares | 112,528 | ||||||||
Purchase Agreement [Member] | Second A B J Note [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for services, value | 1,250,000 | ||||||||
Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Commitment fee | 200,000 | ||||||||
Shares issued for services, value | 2,000,000 | ||||||||
Debt discount | 268,250 | ||||||||
Finance expense | 268,250 | ||||||||
Promissory note | 1,000,000 | ||||||||
Settlement Agreement [Member] | COR Prominence LLC [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock sold for cash, shares | 118,150 | ||||||||
Common stock sold for cash | $ 29,538 | ||||||||
Services consideration, description | 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. | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of stock sold, shares | 750,000 | ||||||||
Sale of stock price per share | $ 0.10 | ||||||||
Proceeds from sale of stock | $ 75,000 | ||||||||
Shares issued for services, value | $ 875 | $ 281 | $ 5,931 | ||||||
Shares issued for services, shares | 875,000 | 280,678 | 5,931,000 | ||||||
Common stock sold for cash, shares | 750,000 | 500,000 | |||||||
Common stock sold for cash | $ 750 | $ 500 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Jan. 02, 2021 | Feb. 12, 2020 | May 25, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 21, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 56,796 | $ 3,386,498 | ||||
Officers Directors And Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | 70,077 | $ 1,875,623 | ||||
Unamortized expenses | 33,613 | |||||
2019 Stock Incentive Plan [Member] | Board of Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock sold for cash, shares | 10,000,000 | |||||
2019 Stock Incentive Plan [Member] | Vahe Gabriel [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 1,000,000 | |||||
Options exercise price, per share | $ 0.1782 | $ 0.1782 | ||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 183.00% | |||||
Stock option, call option, price per share | $ 0.1719 | |||||
Stock option, call option value | $ 171,949 | |||||
Stock based compensation expense | 128,962 | |||||
Unamortized expenses | 42,987 | |||||
2019 Stock Incentive Plan [Member] | Vahe Gabriel [Member] | Vesting Immediately [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 500,000 | |||||
2019 Stock Incentive Plan [Member] | Vahe Gabriel [Member] | Vesting Quarterly [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 500,000 | |||||
2019 Stock Incentive Plan [Member] | Vahe Gabriel [Member] | Vesting Two Quarters [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 250,000 | |||||
2019 Stock Incentive Plan [Member] | Three Advisory Board Members [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 425,000 | |||||
Options exercise price, per share | $ 0.17 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 183.00% | |||||
Stock option, call option, price per share | $ 0.1653 | |||||
Stock option, call option value | $ 70,269 | |||||
Stock based compensation expense | 23,423 | |||||
Unamortized expenses | 46,846 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 5,500,000 | |||||
Options exercise price, per share | $ 0.13 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 192.00% | |||||
Stock option, call option, price per share | $ 0.1174 | |||||
Stock option, call option value | $ 645,624 | |||||
Stock based compensation expense | 381,506 | |||||
Unamortized expenses | 264,118 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Immediately [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 2,750,000 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Quarterly [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 2,750,000 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vested Immediately [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 2,750,000 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Eleven Quarters [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options vested during period, shares | 250,000 | |||||
2019 Stock Incentive Plan [Member] | Dr Ken Perego [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 350,000 | |||||
Options exercise price, per share | $ 0.13 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 192.00% | |||||
Stock option, call option, price per share | $ 0.1170 | |||||
Stock option, call option value | $ 40,943 | |||||
Stock based compensation expense | 30,707 | |||||
Unamortized expenses | 10,236 | |||||
2019 Stock Incentive Plan [Member] | Bruce Raben, Director of the Company [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 475,000 | |||||
Options exercise price, per share | $ 0.13 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 192.00% | |||||
Stock option, call option, price per share | $ 0.1170 | |||||
Stock option, call option value | $ 55,565 | |||||
Stock based compensation expense | 41,674 | |||||
Unamortized expenses | 13,891 | |||||
2019 Stock Incentive Plan [Member] | Seven Consultants and Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options awarded during period, shares | 1,842,000 | |||||
Options exercise price, per share | $ 0.13 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 192.00% | |||||
Stock option, call option, price per share | $ 0.1170 | |||||
Stock option, call option value | $ 215,475 | |||||
Stock based compensation expense | 161,606 | |||||
Unamortized expenses | $ 53,869 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 6,946,800 |
Net operating loss carry forwards expiration | The net operating loss carry forwards, if not utilized, will begin to expire in 2025. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 18, 2021 | Oct. 15, 2021 | Oct. 26, 2021 | Sep. 30, 2021 | Jul. 26, 2021 |
Subsequent Event [Line Items] | |||||
Shares Issued, Price Per Share | $ 0.60 | $ 0.13 | |||
Subsequent Event [Member] | AJB Capital Investments LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Fee Amount | $ 1,250,000 | ||||
Stock Redeemed or Called During Period, Value | $ 1,000,000 | ||||
Shares Issued, Price Per Share | $ 1 | ||||
Chief Executive Officer, Isaih L. Thomas [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt | $ 52,918 | ||||
Principal payment | 50,000 | ||||
Interest rate | $ 2,918 |