One World Products, Inc.
For the period ended Dec 31, 2024. Filed Jun 3, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Jun 3, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-05-23.
0001493152-24-021067
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-06-03.
0001641172-25-013341
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 64 current paragraphs.
43 unchanged; 12 reworded; 9 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
We are currently focused on research and development activities involving sustainable industrial help solutions. These solutions enable automakers to reduce their carbon footprint and support environmental initiatives within the automotive supply chain. In October of 2024, we partnered with other companies in the automotive industry to produce 1,400 reusable hemp-based molded reusable totes, designed to move and protect automotive parts through the supply chain. We are actively seeking to raise capital and further research and development in this area. If successful, we intend to produce these hemp-based materials for a variety of applications, starting with automotive component applications.
Current report
On May 15, 2024, OWP Ventures, Inc., acquired Pétalo Pharmaceutical, S.A.S. (“Pétalo”), a Company located in Colombia and legally constituted as a simplified stock company that owns licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes from the free trade zone in Colombia. Pétalo had no operations, other than obtaining four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export from the free trade zone, which we intended to establish an export business using these licenses. During the fourth quarter of 2024, we dissolved this entity, resulting in $75,000 of impairment expense.
Current report
We also entered into a strategic partnership with Stephen Marley’s Kx Family Care in 2024 in which we purchased 2,000 units of CBD products, which we white labeled as Pro-11 and began selling online. There can be no assurances that this strategic partnership will generate significant revenues or be profitable for the Company.
Current report
(1) Holding company in the form of a corporation.
Current report
(2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc.
Current report
Under ASC 280,Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates as a single segment, consisting of its CBD sales operations in the United States. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on the consolidated operating segment for the distribution of its products.
Current report
Revenues for the year ended December 31, 2024 were $4,863, compared to $7,589 during the year ended December 31, 2023, a decrease of $2,726, or 36%. Revenues during the current period were generated by sales of our CBD product, while revenues from the comparative period were attributable to sales of cannabis seeds by OWP SAS.
Current report
Impairment Expense
Current report
We had $160,000 of impairment expense for the year ended December 31, 2024. Impairment expense consisted of $85,000 of deposits on equipment that were determined to be impaired, and $75,000 of impairment expense related to the dissolution of Pétalo Pharmaceutical, S.A.S.
Removed paragraphs (7)
Previous report
We plan to be a producer of and/or source raw and processed cannabis and hemp plant ingredients for both medical and industrial uses across the globe. The Company is a holding company and conducts its business in Colombia through OWP SAS, its wholly-owned subsidiary. OWP SAS has received licenses from the Colombian government to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes in the town of Esmeralda-Popayán, Cauca, Colombia.
Previous report
We are in the process of acquiring another Colombian subsidiary within the Bogota free trade zone, which has allrequisite licenses for the cultivation, production, distribution and export of cannabis and hemp infused products, and will serve as the Company’s primary base of operations in the Colombian market. Establishing operations within the free trade zone provides favorable import/export commercial terms and taxation, and will improve logistics and the overall operating efficiencies for the Company due to the close proximity of El Dorado International Airport and the commercial, economic and cultural center of the city of Bogota itself.
Previous report
OWP SAS owns approximately 30 acres and has a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we entered into agreements with a local farming co-operative, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We planted our first crop of cannabis in 2018, which we harvested in the first quarter of 2019 for the purpose of further research and development activities and quality control testing of the cannabis we have produced.
Previous report
We have generated revenues since the second quarter of 2020. Between August 2021 and March 2022, we made payments of approximately $1,400,000 for the purchase of a state-of-the-art distillation machine that cleared customs and is currently located in a warehouse near Bogota. We intend to build out an extraction and production facility in the Bogota free trade zone adjacent to El Dorado International Airport in Bogota after we execute a lease for this location. Once the extraction equipment is placed in service, we will be one of the few companies in Colombia to both hold licenses and possess the capability to extract high-quality CBD and THC oils.
Previous report
We expect to start exporting products in 2024, including CBD flower and distillate oil. Our product pipeline may include premium coffee certified by the Colombian National Coffee Federation infused with CBD, teas infused with CBD and a series of wellness products, including sports CBD energy drinks for optimum performance, CBD facial and body creams for anti-inflammatory and anti-aging use and white label commercial agreements with partners in Europe, USA, and Latin America. We recently entered into strategic partnerships with Smokiez Edibles in Colombia and Stephen Marley’s Kx Family Care. There can be no assurances that these strategic partnerships will generate revenues or be profitable for the Company.
Previous report
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.
Previous report
Revenues for the year ended December 31, 2023 were $7,589, compared to $125,662 during the year ended December 31, 2022, a decrease of $118,073, or 94%. Revenues decreased as we transitioned to new management at our operating facility.
Reworded paragraphs (12)
Previous wording
Due to challenging economic conditions and under prior management, OWP SAS experienced significant operational and managerial challenges in 2022 and 2023, resulting its accumulation of financial obligations of approximately $1.2 million, which are substantially past due. Without adequate resources and in an effort to forestall the imposition of interest, late charges, fines and any court-mandated order(s) to cease operations, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) (“Reorganization Proceedings”) in Colombia on December 22, 2023. During the Reorganization Proceeding, management intends to satisfy OWP SAS’s continuing financial obligations through the negotiation and/or settlement with creditors and the Colombian governmental authorities. Subject to court approval, the Company intends to continue normal operations, which consists of providing cannabinoids in bulk for the domestic and international markets, including the raw material for our brands and affiliate companies. At this time, the Company cannot predict the length of time of the Reorganization Proceeding. The Company has deconsolidated its foreign subsidiaries until it emerges from the Reorganization Proceedings to include the petitioning entity, OWP SAS, as well as the Company’s non-operating shell entities, Agrobase, S.A.S. and Hope Colombia, S.A.S., given the lack of independently identifiable operations. The deconsolidation resulted in a loss on deconsolidation of foreign subsidiaries in the amount of $1,564,823 for the year ended December 31, 2023.
Current wording
Due to challenging economic conditions and under prior management, OWP SAS experienced significant operational and managerial challenges, resulting in the accumulation of approximately $1.2 million of past due financial obligations. Without adequate resources and in an effort to forestall the imposition of interest, late charges, fines and any court-mandated order(s) to cease operations, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) (“Reorganization Proceedings”) in Colombia on December 22, 2023. On October 1, 2024, the Company amended its filing with the Court to change from a Reorganization Proceeding to a liquidation of its assets, primarily consisting of the farm in Popayán and equipment. The Company has deconsolidated its foreign subsidiaries to include the petitioning entity, OWP SAS, as well as the Company’s non-operating shell entities, Agrobase, S.A.S. and Hope Colombia, S.A.S., given the lack of independently identifiable operations. The deconsolidation resulted in a loss on deconsolidation of foreign subsidiaries in the amount of $1,564,823 for the year ended December 31, 2023. In addition, the Company recognized a loss on investment of $245,272 for the year ended December 31, 2024, related to the subsequent support of the bankruptcy proceedings.
Previous wording
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.
Current wording
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.
Previous wording
Cost of goods sold for the year ended December 31, 2023 were $173,122, compared to $300,757 during the year ended December 31, 2022, a decrease of $127,635, or 42%. Cost of goods sold consists primarily of labor, depreciation and maintenance on cultivation and production equipment, and supplies consumed in our operations. Our gross margins were approximately negative 2,181% for the year ended December 31, 2023, compared to negative 139% during the year ended December 31, 2022. Costs of goods sold decreased as we transitioned to new management at our operating facility.
Current wording
Cost of goods sold for the year ended December 31, 2024 were $948, compared to $173,122 during the year ended December 31, 2023, a decrease of $172,174, or 99%. Cost of goods sold consists primarily of CBD inventory and shipping costs during the year ended December 31, 2024 and primarily of labor, depreciation and maintenance on cultivation and production equipment, and supplies consumed in our Colombian cannabis operations during the year ended December 31, 2023. Our gross margins were approximately 81% for the year ended December 31, 2024, compared to negative 2,181% during the year ended December 31, 2023. Costs of goods sold increased as we transitioned to selling CBD products.
Previous wording
General and administrative expenses for the year ended December 31, 2023 were $1,289,656, compared to $1,587,017 for the year ended December 31, 2022, a decrease of $297,361, or 19%. General and administrative expenses decreased primarily due to decreased salaries and wages and lease expenses in Colombia over the comparative period, as we transitioned to new management. The expenses for the current period consisted primarily of compensation expenses, office rent, and travel costs, including $207,233 of stock-based compensation, which consisted $89,850 of common stock and $117,383 of stock options that were issued to our officers. The expenses for the prior period consisted primarily of compensation expenses, office rent, and travel costs, including $117,388 of stock-based compensation, which consisted entirely of expense related to stock options that were issued to our officers. Stock-based compensation increased by $89,845, or 77%, for the year ended December 31, 2023, compared to the year ended December 31, 2022.
Current wording
General and administrative expenses for the year ended December 31, 2024 were $653,983, compared to $1,289,656 for the year ended December 31, 2023, a decrease of $635,673, or 49%. General and administrative expenses decreased primarily due to decreased salaries and wages and lease expenses in Colombia over the comparative period, as we transitioned to new ventures. The expenses for the current period consisted primarily of compensation expenses, office rent, and travel costs, including $74,250 of stock-based compensation, which consisted entirely of $74,250 of common stock that was issued to our officers. The expenses for the prior period consisted primarily of compensation expenses, office rent, and travel costs, including $207,233 of stock-based compensation, which consisted $89,850 of common stock and $117,383 of stock options that were issued to our officers. Stock-based compensation decreased by $132,983, or 64%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Previous wording
Professional fees for the year ended December 31, 2023 were $591,416, compared to $431,737 during the year ended 2022, an increase of $159,679, or 37%. Professional fees included non-cash stock-based compensation of $278,353, consisting of $243,987 of common stock and $34,366 of stock options expense, during the year ended December 31, 2023, compared to $47,232, consisting entirely of stock options expense, during the year ended December 31, 2022, an increase of $231,121, or 489%. Professional fees increased primarily due to increased stock-based compensation during the current period.
Current wording
Professional fees for the year ended December 31, 2024 were $1,061,926, compared to $591,416 during the year ended 2023, an increase of $470,510, or 80%. Professional fees included non-cash stock-based compensation of $622,714, consisting of $607,224 of common stock and $15,490 of stock options expense, during the year ended December 31, 2024, compared to $278,353, consisting of $243,987 of common stock and $34,366 of stock options expense, during the year ended December 31, 2023, an increase of $344,361, or 124%. Professional fees increased primarily due to increased stock-based compensation during the current period.
Previous wording
We had $34,266 of depreciation expense for the year ended December 31, 2023, compared to $42,287 of depreciation expense for the year ended December 31, 2022, a decrease of $8,021, or 19%. Depreciation expense decreased due to the prior year disposal of office equipment.
Current wording
We had no depreciation expense for the year ended December 31, 2023, compared to $34,266 of depreciation expense for the year ended December 31, 2023. Depreciation expense decreased due to the prior year disposal of equipment forfeited in Colombia.
Previous wording
Other expenses, on a net basis, for the year ended December 31, 2023 were $1,872,450, compared to other expenses, on a net basis, of $823,341 for the year ended December 31, 2022. Other expense during the year ended December 31, 2023 consisted of a loss on disposal of fixed assets of $3,290, a loss of $1,564,823 on the deconsolidation of our foreign subsidiaries, and $308,741 of interest expense, including $19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements, as partially offset by a gain of $4,397 on the early extinguishment of leases and $7 of interest income. Other expenses for the year ended December 31, 2022 consisted of a loss on disposal of fixed assets of $9,041, and $956,858 of interest expense, including $339,133 on shares of series B preferred stock and common stock issued as commitment fees to Tysadco Partners on debt financing arrangements, as partially offset by $1,000 of sublease income, a gain on early extinguishment of leases of $20,148, a gain on forgiveness of PPP loan of $121,372 and $38 of interest income.
Current wording
Other expenses, on a net basis, for the year ended December 31, 2024 were $2,063,018, compared to other expenses, on a net basis, of $1,872,450 for the year ended December 31, 2023. Other expense during the year ended December 31, 2024 consisted of a loss on the early extinguishment of debts of $724,086, a loss on investments of $245,272 related to the bankruptcy of our foreign subsidiaries, and $1,093,660 of interest expense. Other expenses for the year ended December 31, 2023 consisted of a loss on disposal of fixed assets of $3,290, a loss of $1,564,823 on the deconsolidation of our foreign subsidiaries, and $308,741 of interest expense, including $19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements, as partially offset by a gain of $4,397 on the early extinguishment of leases and $7 of interest income.
Previous wording
Net loss for the year ended December 31, 2023 was $3,953,321, or $0.05 per share, compared to $3,059,477, or $0.05 per share, during the year ended December 31, 2022, an increase of $893,844, or 29%. The net loss for the year ended December 31, 2023 included non-cash expenses consisting of $34,266 of depreciation, a $3,290 loss on disposal of fixed assets, a loss of $1,564,823 on the deconsolidation of our foreign subsidiaries, $505,189 of stock-based compensation, and $308,741 of interest expense, including $55,539 on the amortization of debt discounts and $19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements. The net loss for the year ended December 31, 2022 included non-cash expenses consisting of $42,287 of depreciation, a $9,041 loss on disposal of fixed assets, $503,753 of stock-based compensation, and $956,858 of interest expense, including $412,673 on the amortization of debt discounts and $339,133 on shares of series B preferred stock and common stock issued as commitment fees to Tysadco Partners on debt financing arrangements.
Current wording
Net loss for the year ended December 31, 2024 was $3,935,012, or $0.04 per share, compared to $3,953,321, or $0.05 per share, during the year ended December 31, 2023, a decrease of $18,309. The net loss for the year ended December 31, 2024 included non-cash expenses consisting of $85,000 of impairment expense, a loss on investment of $245,272 related to the bankruptcy of our foreign subsidiaries, $1,183,476 of stock-based compensation, $51,008 of expense on amended warrants, $1,093,660 of interest expense, and $722,716 on the amortization of debt discounts. The net loss for the year ended December 31, 2023 included non-cash expenses consisting of $34,266 of depreciation, a $3,290 loss on disposal of fixed assets, a loss of $1,564,823 on the deconsolidation of our foreign subsidiaries, $505,189 of stock-based compensation, and $308,741 of interest expense, including $55,539 on the amortization of debt discounts and $19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements.
Previous wording
As of December 31, 2023, the Company had current assets of $13,882, consisting of cash of $726 and other current assets of $13,156. The Company’s current liabilities as of December 31, 2023 were $3,872,111, consisting of $528,645 of accounts payable, $939,368 of accrued expenses, $196,734 of dividends payable, a convertible note payable to a related party in the amount of $750,000, and $1,457,364 of debts, including $1,146,500 owed to related parties.
Current wording
As of December 31, 2024, the Company had current assets of $68,300, consisting of cash of $42,456, accounts receivable of $114, inventory of $16,226 and prepaid expenses of $9,504. The Company’s current liabilities as of December 31, 2024 were $3,168,589, consisting of $594,059 of accounts payable, $651,250 of accrued expenses, $256,732 of dividends payable, and $1,666,548 of debts, including $72,195 owed to related parties.
Previous wording
The decrease in funds used in investing activities for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to decreased purchases of fixed assets in the year ended December 31, 2023.
Current wording
The increase in funds used in investing activities for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due primarily to the purchase of Pétalo Pharmaceutical, SAS, compared to the purchase of fixed assets in the year ended December 31, 2023.
Previous wording
The decrease in funds provided by financing activities for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to $558,081 of decreased net debt financing proceeds received, as partially offset by $300,000 of increased proceeds received from the sale of our securities during the year ended December 31, 2023.
Current wording
The increase in funds provided by financing activities for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due primarily to $721,195 of increased net debt financing proceeds received, as partially offset by $500,000 of decreased proceeds received from the sale of our securities during the year ended December 31, 2024.
Previous wording
As of December 31, 2023, we had $726 of cash on hand and negative working capital of $3,858,229. On April 19, 2024, we raised approximately $1.47 million from the sale of convertible notes in the amount of $1.6 million to two accredited investors, which included the issuance of 2 million shares as a commitment fee to one investor and a pre-funded warrant to purchase 8,666,667 shares of our common stock to the other investor, of which approximately $620,000 was used to partially pay off outstanding debts. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we implement our cannabis cultivation business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need, and are currently seeking, additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.
Current wording
As of December 31, 2024, we had $42,456 of cash on hand and negative working capital of $3,100,289. On April 21, 2025, we raised approximately $250,000 from a related party, of which approximately $48,000 has been used to partially pay interest on outstanding debts. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we implement our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need, and are currently seeking, additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.