ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company for the fiscal years ended December 31, 2024 and 2023. The discussion and analysis that follows should be read together with the section entitled “Forward Looking Statements” and our financial statements and the notes to the financial statements included elsewhere in this annual report on Form 10-K.
Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.
Overview
We are currently focused on research and development activities involving sustainable industrial help solutions. These solutions enable automakers to reduce their carbon footprint and support environmental initiatives within the automotive supply chain. In October of 2024, we partnered with other companies in the automotive industry to produce 1,400 reusable hemp-based molded reusable totes, designed to move and protect automotive parts through the supply chain. We are actively seeking to raise capital and further research and development in this area. If successful, we intend to produce these hemp-based materials for a variety of applications, starting with automotive component applications.
Due to challenging economic conditions and under prior management, OWP SAS experienced significant operational and managerial challenges, resulting in the accumulation of approximately $1.2 million of past due financial obligations. Without adequate resources and in an effort to forestall the imposition of interest, late charges, fines and any court-mandated order(s) to cease operations, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) (“Reorganization Proceedings”) in Colombia on December 22, 2023. On October 1, 2024, the Company amended its filing with the Court to change from a Reorganization Proceeding to a liquidation of its assets, primarily consisting of the farm in Popayán and equipment. The Company has deconsolidated its foreign subsidiaries to include the petitioning entity, OWP SAS, as well as the Company’s non-operating shell entities, Agrobase, S.A.S. and Hope Colombia, S.A.S., given the of independently identifiable operations. The deconsolidation resulted in a 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 on investment of $245,272 for the year ended December 31, 2024, related to the subsequent support of the proceedings.
On May 15, 2024, OWP Ventures, Inc., acquired Pétalo Pharmaceutical, S.A.S. (“Pétalo”), a Company located in Colombia and legally constituted as a simplified stock company that owns licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes from the free trade zone in Colombia. Pétalo had no operations, other than obtaining four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export from the free trade zone, which we intended to establish an export business using these licenses. During the fourth quarter of 2024, we dissolved this entity, resulting in $75,000 of impairment expense.
We also entered into a strategic partnership with Stephen Marley’s Kx Family Care in 2024 in which we purchased 2,000 units of CBD products, which we white labeled as Pro-11 and began selling online. There can be no assurances that this strategic partnership will generate significant revenues or be profitable for the Company.
Critical Accounting Policies
The establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), as well as ensuring compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given set of facts and circumstances and a complex series of decisions.
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
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 December 31, 2024:
State of
Name of Entity
Incorporation
Relationship
One World Products, Inc. (1)
Nevada
Parent
OWP Ventures, Inc. (2)
Delaware
Subsidiary
(1) Holding company in the form of a corporation.
(2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc.
The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada.
Foreign Currency Translation
The functional currency of the Company is Colombian Peso (“COP”). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar 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 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
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.
Inventory
Inventories are stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s sales to date have primarily consisted of the sale of seeds. These sales include multi-element arrangements whereby the Company collects 50% of the sale upon delivery of the sales, and the remaining 50% upon the completion of the harvest, whether the seeds result in a successful crop, or not. In addition, the Company has a right of first refusal to purchase products resulting from the harvest.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.
Basic and Diluted Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2024 and 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Results of Operations for the Years ended December 31, 2024 and 2023
The following table summarizes selected items from the statement of operations for the years ended December 31, 2024 and 2023.
For the Years Ended
December 31,
Increase /
(Decrease)
Revenues
Cost of goods sold
Gross profit (loss)
Operating expenses:
General and administrative
Professional fees
Depreciation expense
Impairment expense
Total operating expenses:
Operating loss
Total other expense
Net loss
Revenues
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 .
Cost of Goods Sold
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.
General and Administrative Expenses
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.
Professional Fees
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.
Depreciation Expense
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.
Impairment Expense
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.
Other Income (Expense)
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.
Net Loss
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.
Liquidity and Capital Resources
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.
The following table summarizes our total current assets, liabilities and working capital at December 31, 2024 and 2023.
December 31,
Current Assets
Current Liabilities
Working Capital
The following table summarizes our cash flows during the years ended December 31, 2024 and 2023, respectively.
For the Year Ended
December 31,
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Effect of exchange rate changes on cash
Cash removed in deconsolidated foreign subsidiaries
Net change in cash
The decrease in funds used in operating activities for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to decreased operations in the current year as capital resources tightened.
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.
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.
Satisfaction of our Cash Obligations for the Next 12 Months
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 to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly , limited or may not occur. We cannot guarantee that we will become . Even if we , given the competitive and evolving nature of the industry in which we operate, we may not be to sustain or increase and our to do so would affect our business, including our ability to raise additional funds.
The accompanying consolidated financial statements appearing in this 10-K have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
