One World Products (OTC: OWPC) Q3 profit, Eco Bio deal and going concern
One World Products, Inc. reported Q3 2025 results with net income of
For the nine months ended September 30, 2025, revenue was
The company remains highly leveraged, with total liabilities of
Positive
- Eco Bio Plastics acquisition and bargain purchase gain: The July 2025 acquisition of Eco Bio Plastics Midland’s plant for
$415,000 generated a recognized bargain purchase gain of$6,049,860 , driving Q3 net income and increasing fixed assets to$6.3M and total assets to$6.6M .
Negative
- Going concern uncertainty and weak liquidity: As of September 30, 2025, the company had cash of
$168,620 , negative working capital of$3,953,402 , an accumulated deficit of$26,120,538 , and management states these conditions raise substantial doubt about its ability to continue as a going concern.
Insights
Acquisition-driven profit masks leverage and going concern pressure.
One World Products shows a sharp swing to Q3 2025 net income of
The balance sheet expanded as total assets rose to
Management reports cash of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||
| SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||
| SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (zip code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
The
number of shares of registrant’s common stock outstanding as of January 2, 2026, was
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | 1 | |
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) | 1 |
| Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025, and 2024 (Unaudited) | 2 | |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025, and 2024 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025, and 2024 (Unaudited) | 5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 23 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 28 |
| ITEM 4. | CONTROLS AND PROCEDURES | 28 |
| PART II - OTHER INFORMATION | 29 | |
| ITEM 1. | Legal Proceedings | 29 |
| ITEM 1A. | RISK FACTORS | 29 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 29 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 29 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 29 |
| ITEM 5. | OTHER INFORMATION | 29 |
| ITEM 6. | EXHIBITS | 30 |
| SIGNATURES | 31 | |
PART I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
ONE WORLD PRODUCTS, INC.
CONDENSED COMBINED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
(Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | $ | |||||||
| Inventory | $ | |||||||
| Prepaid expenses | $ | |||||||
| Total current assets | ||||||||
| Other Assets: | ||||||||
| Fixed assets: | ||||||||
| Furniture, fixtures and equipment | - | |||||||
| Manufacturing machinery | - | |||||||
| Building, land and improvements | - | |||||||
| Less: Accumulated Depreciation | ( | ) | - | |||||
| Net Fixed Assets | - | |||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | $ | |||||||
| Dividends payable | $ | |||||||
| Accrued Interest | $ | |||||||
| Notes payable, related parties, current maturities | $ | |||||||
| Notes payable, net of $ | $ | |||||||
| Notes payable | ||||||||
| Total current liabilities | ||||||||
| Notes payable, related parties, long-term portion, net of $ | ||||||||
| Total Liabilities | ||||||||
| Series A convertible preferred stock, $ | ||||||||
| Series B convertible preferred stock, $ | ||||||||
| Convertible preferred stock value | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Series C Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated (deficit)-End of Period | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 1 |
ONE WORLD PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30th | September 30th | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross revenue (loss) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries, wages, taxes & benefits | - | - | ||||||||||||||
| General and administrative | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Gain on acquisition of business | - | - | ||||||||||||||
| Loss on early extinguishment of debt | - | - | - | ( | ) | |||||||||||
| Loss on deconsolidation of foreign subsidiaries | - | ( | ) | - | ( | ) | ||||||||||
| Loss on sale of fixed assets | ( | ) | - | ( | ) | - | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Depreciation expense | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Loss on foreign currency translation | - | - | - | ( | ) | |||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Series
A convertible preferred stock dividend ($ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to common shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
| Net income (loss) per share - basic and diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
See accompanying notes to condensed consolidated financial statements
| 2 |
ONE WORLD PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | - | Income (Loss) | Deficit | (Deficit) | |||||||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2025 | For the Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Additional | Unamortized | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Subscriptions | Stock-based | Accumulated | Equity | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Compensation | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | - | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Common Stock issued for services | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Amortization of common stock options issued for services | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Series A convertible preferred stock dividend declared ($ | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | - | - | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Loss | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| For the Three Months Ended September 30, 2024 | For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Additional | Accumulated Other | Total | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Subscriptions | Comprehensive | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Loss | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
| Common Stock issued for services | - | - | - | - | 1,560,651 | ( | ) | - | - | |||||||||||||||||||||||||||||||||||
| Preferred Stock Series A sold | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Cancellation of subscriptions payable | $ | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Relative Fair Value for Warrants amended | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Amortization of common stock options issued for services | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Series A convertible preferred stock dividend declared ($ | - | - | - | - | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | -- | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Loss | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Additional | Accumulated Other | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Subscriptions | Comprehensive | Accumulated |
Equity | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Loss | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | - | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Common Stock issued for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Amortization of common stock options issued for services | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Reverse common stock Subscription | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Series A convertible preferred stock dividend declared ($0.60 per share) | - | - | - | - | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2024 | For the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||
| Series A Convertible | Series B Convertible | Additional | Other | Total | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common Stock | Paid-In | Subscriptions | Comprehensive | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Payable | Loss | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||
| Series A Convertible Preferred Stock sold for cash | $ | - | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Common Stock issued pursuant to debt modification | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for debt commitment fees | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Cancellation of Subscription | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||
| Amended Warrants | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Relative Fair Value for Warrants issued for Loan Commitment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Common stock issued pursuant to debt modifications | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Amortization of common stock options issued for services | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Series A convertible preferred stock dividend declared ($0.60 per share) | - | - | - | - | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Preferred Stock Series A sold | ||||||||||||||||||||||||||||||||||||||||||||
| Loss on foreign currency translation | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
ONE WORLD PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For the Nine Months Ended | ||||||||
| September 30th | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net Gain (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Bargain Purchase Gain | ( | ) | - | |||||
| Depreciation expense | - | |||||||
| Loss on early extinguishment of debt | - | |||||||
| Amortization of debt discounts | ||||||||
| Common stock issued for services | ||||||||
| Stock options issued for services | ||||||||
| Stock amortization-warrants | - |
| ||||||
| Amended stock warrants | - | |||||||
| Decrease (increase) in assets: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from Investment activities | ||||||||
| Petulo Pharmaceutical SAS | - | ( | ) | |||||
| Investment in Eco Bio - Purchase Price | ( | ) | ||||||
| Net Cash used in Investment activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayment from notes payable, related parties | - | | ||||||
| Proceeds from notes payable, related parties | ( | ) | ||||||
| Proceeds from notes payable | - | |||||||
| Repayments of notes payable | - | ( | ) | |||||
| Proceeds from sale of stock | - | |||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | - | ( | ) | |||||
| Net increase (decrease) in cash | ||||||||
| Cash - beginning | ||||||||
| Cash - ending | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | - | $ | - | ||||
| Non-cash investing and financing transactions: | ||||||||
| Dividends payable | $ | $ | ||||||
| Value of debt discounts attributable to commitment shares to related parties | $ | $ | ||||||
| Value of debt discounts attributable to commitment shares | - | $ | ||||||
| Value of debt discounts attributable to Warrants | - | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
ONE WORLD PRODUCTS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
One World Products, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, the Company entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., a wholly owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc., and on November 23, 2021, the Company changed its name to One World Products, Inc. through the merger of One World Products, Inc., a recently formed Nevada corporation wholly owned by the Company, with and into the Company (the “Name Change Merger”) pursuant to the applicable provisions of the Nevada Revised Statutes (“NRS”). As permitted by the NRS, the articles of merger filed with the Secretary of State of the state of Nevada to affect the Name Change Merger amended Article I of the Company’s Articles of Incorporation to change the Company’s name to “One World Products, Inc.” The Name Change Merger was affected solely to effect the change of the Company’s name, and had no effect on the Company’s officers, directors, operations, assets or liabilities.
In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved a change in the Company’s corporate name to “Isiah Enterprises, Inc.” This change in corporate name will not become effective in the trading markets until such time as FINRA has approved such change.
On July 14, 2025, the Company, completed the acquisition of the assets of Eco Bio Plastics Midland, Inc. (“Eco Bio Plastics”). With global demand surging for sustainable materials, and new regulatory incentives aligning with our strengths, Eco Bio Plastics is positioned to become one of the fastest-growing players in American green manufacturing. Eco Bio Plastics advanced micronizeation and pelletization process enables the production of ultra-small, application-ready biofibers derived from organic matter including agricultural byproducts, natural fibers, and plant-based residues - offering automotive, food, and industrial clients a cost-effective, ESG-compliant alternative to traditional materials. In-house micronizeation allows Eco Bio to produce fine powder compounds ideal for coatings, polymer blends, and talc-free formulations - meeting growing demand for recyclable, lightweight, and high-performance solutions across multiple sectors. Its patent-pending process produces the only pelletized bast fiber on the market, opening the door for additional sustainable fiber plastic compounds.
In
July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved an increase in the number of
authorized number of shares of common stock from
Basis of Presentation
The accompanying consolidated financial statements, except for the unaudited pro forma financial information presented for illustrative purposes, 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, 2024. 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.
The unaudited proforma condensed statement of operations gives effect to the acquisition of Eco Bio Plastics as if the transaction had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have occurred had the acquisition been completed on that date, nor is it necessarily indicative of future operating results.
| 6 |
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, 2025:
Schedule of Common Control and Ownership Interest
| Jurisdiction of | ||||
| Name of Entity | Incorporation | Relationship | ||
| (1) |
| (2) |
| (3) |
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.
Reclassifications
Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.
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 two segments and will evaluate additional segment disclosure requirements as it expands its operations.
Our segment revenue, costs and net income are as follows:
Schedule of Segment Reporting
| OWP Ventures | Eco Bio | |||||||
| Revenues | $ | $ | ||||||
| Costs | ( | ) | ||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Total assets | $ | $ | ||||||
| 7 |
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 $
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company previously recognized 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.
Currently the Company manufactures products and provides research and development production studies under custom work orders. Net revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services and is recognized when performance obligations are satisfied under the terms of contracts with customers.
A performance obligation is deemed to be satisfied by the Company when control of the product or service is transferred to the customer. The transaction price of a contract, or the amount the Company expects to receive upon satisfaction of the performance obligation, is determined by reference to the contract’s terms and includes adjustments. If an estimate is required, these allowances are determined using the expected value method, which is typically based upon historical rates. The timing of revenue recognition for product is at a point in time.
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.
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 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.
| 8 |
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024. See Note 20 “Segment Reporting” in the accompanying Notes to the Consolidated Financial Statements for additional information.
In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted ASU No. 2020-06 during the year ended December 31, 2024.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.
There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.
Note 2 –Going Concern
As
shown in the accompanying condensed consolidated financial statements as of September 30, 2025, our balance of cash on hand was $
In the event sales do not materialize at the expected rates, management will seek additional financing and 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 regarding the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands is largely dependent on our success in raising additional capital.
Note 3 – Acquisition
Acquisition of Eco Bio Plastics Midland, Inc.
Asset Purchase Agreement. On June 4, 2025, the Company entered into a Letter of Intent (the “Eco Bio LOI”) with Eco Bio Plastics Midland, Inc. (“Eco Bio”).
Further
to the Eco Bio LOI, on July 11, 2025, the Company, EBPIE, LLC, a Michigan limited liability company wholly owned by the Company
(“EBPIE”), and Eco Bio signed and closed an Asset Purchase Agreement (the “Eco Bio Asset Agreement”),
pursuant to which EBPIE acquired substantially all of the assets of Eco Bio (the “Plant”) for a total of $
Employment Agreement. On July 11, 2024, EBPIE entered into an Executive Employment Agreement (the “Saotome Agreement”) with Fukuji Saotome, pursuant to which Mr. Saotome will serve as EBPIE’s Chief Operating Officer. The initial term of the Saotome Agreement ends December 31, 2030, and renews automatically for successive 12-month terms, unless cancelled by either EBPIE or Mr. Saotome upon not less than 90-days’ written notice prior to the end of the then-current term. Under the Saotome Agreement, Mr. Saotome is to be compensated, as follows:
| (1) | an
annual salary of $ | |
| (2) | in addition to his Base Salary, Mr. Saotome shall be eligible for an annual bonus based on a Budgetary NOI Goal established on or before each January 10th during the Term of the Saotome Agreement is achieved. The Budgetary NOI Goal shall be reduced to a writing signed by EBPIE and Mr. Saotome. |
Stock
Option Grant Notice. On July 11, 2024, the Company entered into an Stock Option Grant Notice (the “Saotome Option
Grant”) with Fukuji Saotome, pursuant to which the Company, pursuant to its 2019 Stock Incentive Plan, granted Mr. Saotome an
option to purchase up to
| 9 |
We have accounted for the acquisition of Eco Bio as a business combination with a bargain purchase price.
Purchase Price Allocation
The fair market value of the Plant was $
Preliminary Purchase Price Allocation of the Total Assets in the Acquisition and relevant comments follow:
Schedule of Purchase Price Allocation of the Total Assets in the Acquisition
| Total cash consideration | $ | |||
| Preliminary purchase price allocation: | ||||
| Furniture, fixtures and equipment | $ | |||
| Manufacturing machinery | ||||
| Building, land and improvements | ||||
| Net assets acquired | $ | |||
| Bargain purchase gain, net of deferred taxes $ | $ |
The bargain purchase gain is classified
separately in our condensed consolidated statements of operations. Deferred taxes are not included as the Company believes they would
be offset by existing tax loss carryforwards. Acquisition-related transaction costs of $
Pro Forma Financial Information
The accompanying unaudited pro forma financial information is presented for illustrative purposes. The unaudited proforma condensed statement of operations gives effect to the acquisition of the Plant as if the transaction had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have occurred had the acquisition been completed on that date, nor is it necessarily indicative of future operating results.
The pro forma adjustments include the recognition
of a bargain purchase gain of $
| 10 |
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Pro Forma for Acquisition of Eco Bio Plastics Midland, Inc.)
Nine Months Ended September 30th, 2025
Schedule of Pro Forma Condensed Statement of Operations
| One World | Eco Bio | Pro Forma | Pro Forma | |||||||||||||
| (Historical) | (Historical) | Adjustments | Combined | |||||||||||||
| Revenue | $ | $ | $ | |||||||||||||
| Cost of revenue | $ | |||||||||||||||
| Gross Profit | - | |||||||||||||||
| Operating expenses | - | |||||||||||||||
| Operating loss | ( | ) | ( | ) | - | ( | ) | |||||||||
| Interest expense | ( | ) | - | ( | ) | ( | ) | |||||||||
| Gain on acquisition of business | - | |||||||||||||||
| - | ||||||||||||||||
| Income (loss) before Income Taxes | ( | ) | ( | ) | ||||||||||||
| Income Tax Expense | - | - | - | - | ||||||||||||
| Net Gain (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| 11 |
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Pro Forma for Acquisition of Eco Bio Plastics Midland, Inc.)
Nine Months Ended September 30th, 2024
| One World | Eco Bio | Pro Forma | Pro Forma | |||||||||||||
| (Historical) | (Historical) | Adjustments | Combined | |||||||||||||
| Revenue | $ | $ | $ | |||||||||||||
| Cost of revenue | - | $ | ||||||||||||||
| Gross Profit | ( | ) | - | ( | ) | |||||||||||
| Operating expenses | - | - | ||||||||||||||
| Operating loss | ( | ) | ( | ) | - | ( | ) | |||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest expense forgiven | ( | ) | - | |||||||||||||
| Other Expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on acquisition of business | - | |||||||||||||||
| Income (loss) before Income Taxes | ( | ) | ( | ) | ||||||||||||
| Income Tax Expense | - | - | - | - | ||||||||||||
| Net Gain (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
The pro forma adjustments include the recognition
of a bargain purchase gain of $
| 12 |
Note 4 – Related Party Transactions
Debt Financing
During
September 2025, the Company received proceeds totaling $
During
August 2025, the Company received proceeds totaling $
During
July 2025, the Company received proceeds totaling $
During
April 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received proceeds totaling $
During
April and March 2025, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $
Common Stock Issued for Services,
On
June 25, 2025, the Company issued
On
March 25, 2025, the Company issued
Accounts Payable, Related Parties
The total amount due to one of the Company’s
directors was $
| 13 |
Note 5 – 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, 2025, and December 31, 2024, 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, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | - | $ | - | |||||||
| Total assets | - | - | ||||||||||
| Liabilities | ||||||||||||
| Convertible notes payable, related party | - | - | - | |||||||||
| Notes payable, related parties, short term, net of $ | - | - | ||||||||||
| Notes payable, related parties, long term | - | - | ||||||||||
| Notes payable | - | - | ||||||||||
| Total liabilities | - | ( | ) | - | ||||||||
| Fair Value, Net Asset (Liability) | $ | $ | ( | ) | $ | - | ||||||
| 14 |
| Level 1 | Level 2 | Level 3 | ||||||||||
| Fair Value Measurements at December 31, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | - | $ | - | |||||||
| Total assets | - | - | ||||||||||
| Liabilities | ||||||||||||
| Notes payable, related parties, short-term | - | - | ||||||||||
| Notes payable, related parties, long-term, net of $ | - | - | ||||||||||
| Notes payable | - | - | ||||||||||
| Total liabilities | - | ( | ) | - | ||||||||
| Fair Value, Net Asset (Liability) | $ | $ | ( | ) | $ | - | ||||||
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended September 30, 2025.
Note 6 – 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. OWP Ventures CBD products consist entirely of finished goods with an Inventory $
Note 7 - Fixed Assets
Fixed assets consist of the following at September 30, 2025:
Schedule of Fixed Assets
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | Audited | |||||||
| Assets | ||||||||
| Fixed assets: | ||||||||
| Furniture, fixtures and equipment | - | |||||||
| Manufacturing machinery | - | |||||||
| Building, land and improvements | - | |||||||
| Gross Fixed Assets | - | |||||||
| Less: Accumulated Depreciation | ( | ) | - | |||||
| Net Fixed Assets | - | |||||||
The cost of Property, plant and equipment is
depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term base.
Accumulated depreciation and Depreciation expense was $
The anticipated useful lives for depreciation are in the table below shown by classification of use:
Schedule of Estimated Useful Lives of Assets
| Process Manufacturing Equipment | |
| Laboratory Equipment | |
| Other Machinery | |
| Shop Equipment | |
| Buildings | |
| Office equipment | |
| Furniture and fixtures | |
| Equipment and machinery | |
| Leasehold improvements | Term of lease |
| 15 |
Note 8 – Common Stock Issued for Services
On
June 25, 2025, the Company issued
On
March 25, 2025, the Company issued
Note 9 – Prepaid Expenses
Prepaid expenses at September 30, 2025, and December 31, 2024, consisted of the following:
Schedule of Prepaid Expenses
| September 30, | December 31 | |||||||
| 2025 | 2024 | |||||||
| Prepaid virtual office rent | $ | $ | ||||||
| Prepaid license fees | - | |||||||
| Prepaid OTC markets listing fees | - | |||||||
| Prepaid professional fees | - | |||||||
| Insurance deposit | - | |||||||
| Total Period Expenses | ||||||||
Note 10 – Accrued Expenses
Accrued expenses consisted of the following at September 30, 2025 and December 31, 2024, respectively:
Schedule of Accrued Expenses
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued compensation | $ | $ | ||||||
| Accrued other | - | |||||||
| Accrued expenses | $ | $ | ||||||
Note 11 – Convertible Note Payable, Related Party
Convertible note payable, related party was matured and was repaid on September 16, 2024.
The
Company recorded interest expense pursuant to the stated interest rates on the convertible note, related party in the amount of $
| 16 |
Note 12 – Notes Payable, Related Parties
Notes payable, related parties, consists of the following at September 30, 2025, and December 31, 2024, respectively:
Schedule of Notes Payable Related Party
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| On
December 26, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On
December 16, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On
December 16, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $ | ||||||||
| On
November 29, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $ | ||||||||
| On
March 19, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., received an advance of $ | ||||||||
| On
March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On
March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On
March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On
March 15, 2024, the Company, through its wholly owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note in the
amount of $ | ||||||||
| On March 24, 2025, the Company issued an unsecured promissory note in the amount of $ | - | |||||||
| On
April 2, 2025, the Company issued an unsecured promissory note in the amount
of $ | - | |||||||
| On
April 7, 2025, the Company issued an unsecured promissory note in the amount
of $ | - | |||||||
| On
April 21, 2025, the Company issued an unsecured promissory note in the
amount of $ | - | |||||||
| On
June 30, 2025, the Company issued an unsecured promissory note in the amount
of $ | - | |||||||
| On
August 4, 2025, the Company received an advance of $ | - | |||||||
| On
August 18, 2025, the Company issued an unsecured promissory note in the
amount of $ | - | |||||||
| On
September 12, 2025, the Company issued an unsecured promissory note in
the amount of $ | - | |||||||
| On
July 15, 2025, the Company issued a secured promissory note and deed of trust, secured by the real and personal property acquired
with these funds, in the amount of $ | - | |||||||
| Total notes payable, related parties | ||||||||
| Less: unamortized debt discounts | ||||||||
| Notes payable, related parties, net of discounts | ||||||||
| Less: current maturities | ||||||||
| Notes payable, related parties, long-term portion | $ | $ | ||||||
| 17 |
The
Company recorded interest expense pursuant to the stated interest rates on the notes payable, related parties, in the amount of $
Note 13 – Notes Payable
Schedule of Notes Payable
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| On
April 19, 2024, the “Company completed the sale of a The Note matures on Pursuant to the Purchase Agreement with SDT, SDT received a pre-funded warrant to purchase A portion of the proceeds were used to repay the $ | $ | $ | ||||||
| On
April 19, 2024, the “Company completed the sale of a The Fourth AJB Note matures on Pursuant to the Purchase Agreement with AJB, the Company paid a $ | ||||||||
| On
August 18, 2023, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note of $ | ||||||||
| - | ||||||||
| Total notes payable | ||||||||
| Less: unamortized debt discounts | - | |||||||
| Notes payable, net of discounts | ||||||||
| Less: current maturities | ||||||||
| Notes payable, long-term portion | $ | - | $ | - | ||||
| 18 |
The Company recognized aggregate debt discounts on the notes payable to for the Nine months ended September 31, 2025, as follows:
Schedule of Notes Payable Debt Discounts
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Fair value of commitment shares of common stock | $ | $ | ||||||
| Fair value of pre-funded warrants | ||||||||
| Original issue discounts | ||||||||
| Legal and brokerage fees | ||||||||
| Total debt discounts | ||||||||
| Amortization of debt discounts | ||||||||
| Unamortized debt discounts | $ | - | $ | |||||
The
Company recorded interest expense on the notes payable in the amount of $
The Company recognized interest expense for the nine months ended September 30, 2025 and 2024, as follows:
Schedule of Interest Expense
September 30, 2025 | September 30, 2024 | |||||||
| Interest on convertible notes, related party | $ | - | $ | |||||
| Interest on notes payable, related parties | ||||||||
| Interest on notes payable | ||||||||
| Amended warrants | ||||||||
| Amortization of debt discounts, related parties | - | |||||||
| Amortization of debt discounts, common stock | - | |||||||
| Amortization of debt discounts, warrants | - | |||||||
| Amortization of debt discounts | - | |||||||
| Total interest expense | $ | $ | ||||||
Note 14 – Convertible Preferred Stock
Preferred Stock
The
Company has
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.
| 19 |
Preferred Stock Dividends
The
Series A Preferred Stock accrues dividends at the rate of
Note 15 – Commitments and Contingencies
Debt Commitment Obligations
The Company has entered into various forms of debt financing that require the Company to issue shares of common stock or pre-funded warrants that carry certain make-whole provisions whereby, if the debt holder is unable to sell the commitment fee shares for net proceeds equal to at least the commitment fee, the Company shall pay the shortfall in cash, or cause the issuance of additional shares of common stock, to the debt holder until the sale of which would ultimately generate total net funds equal to the commitment fee, as follows:
Schedule of Debt Commitments and Contingencies
| Debt Holder | Commitment Shares or Warrants | Commitment Amounts | ||||
| SDT Equities Note | $ | |||||
| Fourth AJB Note | $ | |||||
| Third AJB Note | $ | |||||
| * |
Equity Line of Credit
On
September 1, 2022, the Company entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with Tysadco Partners, LLC
(“Tysadco”). Pursuant to the ELOC Purchase Agreement, Tysadco has agreed to purchase from the Company, from time to time
upon delivery by the Company to Tysadco of “Request Notices,” and subject to the other terms and conditions set forth in
the ELOC Purchase Agreement, up to an aggregate of $
In connection with the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with Tysadco under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of common stock issuable under the ELOC Purchase Agreement and conversion of the Commitment Fee Shares (the “Registration Rights Agreement”). There have not been any advances on this arrangement to date.
| 20 |
Note 16 – Stockholders’ Equity
Common Stock
The
Company is authorized to issue an aggregate of
Amortization of Stock-Based Compensation
A
total of $
Note 17 – 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
Outstanding Options
In July 2025, the Company issued
an option to an employee to purchase up to
Options
to purchase an aggregate total of
The
Company recognized a total of $
Note 18 – Warrants
Outstanding Warrants
Warrants
to purchase an aggregate total of
| 21 |
Note 19 – 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, 2025, and the year ended December 31, 2024, 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. As of September 30, 2025 and 2024, the Company had approximately $
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, 2024 and December 31, 2023, respectively.
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
Note 20 - Subsequent Events
The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable events.
| 22 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended December 31, 2024, and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in the Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Overview
On July 14, 2025, the Company completed the acquisition of certain assets of Eco Bio Plastics Midland, Inc. The accompanying condensed consolidated financial statements reflect the historical results of One World Products, Inc. and its subsidiaries for the periods presented. Unaudited pro forma financial information giving effect to the acquisition is presented separately for illustrative purposes only.
During 2024, the Company began its new business model, first developing industrial hemp solutions for the automotive market. Then the Company began to focus increased efforts on research and development to help the automotive industry meet its goals of achieving carbon neutral manufacturing using renewable and recycled material solutions. In October of 2024, the Company, in collaboration with partners in the automotive industry, developed hemp-based molded containers for automotive part packaging applications and received an initial order for 1,400 units of these reusable totes, designed to move and protect automotive parts through the supply chain.
With global demand surging for sustainable materials, and new regulatory incentives aligning with our strengths, Eco Bio Plastics is positioned to become one of the fastest-growing players in American green manufacturing. Eco Bio’s advanced micronizeation and pelletization process enables the production of ultra-small, application-ready biofibers derived from organic matter including agricultural byproducts, natural fibers, and plant-based residues - offering automotive, food, and industrial clients a cost-effective, ESG-compliant alternative to traditional materials. In-house micronizeation allows Eco Bio to produce fine powder compounds ideal for coatings, polymer blends, and talc-free formulations - meeting growing demand for recyclable, lightweight, and high-performance solutions across multiple sectors. Its patent-pending process produces the only pelletized bast fiber on the market, opening the door for additional sustainable fiber plastic compounds.
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In July 2025, the Company’s Board of Directors and the Company’s majority shareholder approved a change in the Company’s corporate name to “Isiah Enterprises, Inc.” This change in corporate name will not become effective in the trading markets until such time as FINRA has approved such change.
Results of Operations for the Three Months Ended September 30, 2025 and 2024:
The following table summarizes selected items from the statement of operations for the three months ended September 30, 2025, and 2024.
| Three Months Ended September 30, | Increase / | |||||||||||
| 2025 | 2024 | (Decrease) | ||||||||||
| Revenues | $ | 49,966 | $ | 1,517 | $ | 48,449 | ||||||
| Cost of goods sold | 1,375 | 310 | 1,065 | |||||||||
| Gross profit | 48,591 | 1,207 | 47,384 | |||||||||
| Operating expenses: | ||||||||||||
| Salaries, wages and benefits | 250,800 | - | 250,800 | |||||||||
| General and administrative | 17,150 | 203,242 | (186,092 | ) | ||||||||
| Professional fees | 157,781 | 169,596 | (11,815 | ) | ||||||||
| Total operating expenses: | 425,731 | 372,838 | 52,893 | |||||||||
| Operating loss | (377,140 | ) | (371,631 | ) | (5,509 | ) | ||||||
| Other income (expense) | ||||||||||||
| Gain on acquisition of business | 6,049,860 | - | 6,049,860 | |||||||||
| Loss on early extinguishment of debt | - | - | - |
|||||||||
| Loss on deconsolidation of foreign subsidiaries | - | (22,359 | ) | 22,359 | ||||||||
| Loss on sale of assets | (841 | ) | - | (841 | ) | |||||||
| Interest expense | (258,135 | ) | (340,609 | ) | 82,474 | |||||||
| Depreciation expense | (148,001 | ) | - | (148,001 | ) | |||||||
| Total other Income (expense) | 5,642,883 | (362,968 | ) | 6,005,851 | ||||||||
| Net income (loss) | $ | 5,265,743 | $ | (734,599 | ) | $ | 6,000,342 | |||||
Revenues
Revenues during the three months ending September 30, 2025, were $49,966, compared to $1,517 during the three months ending September 30, 2025, an increase of $48,449, or 3,194%. Revenues during the current period were generated by manufacturing sales of Eco Bio products, while revenues from the comparative period were attributable to CBD products.
Cost of Goods Sold
Cost of goods sold for the three months ending September 30, 2025, were $1,375, compared to $310 for the three months ending September 30, 2024, an increase of $1,065 or 344%. Cost of goods sold for the current period was from manufacturing compounding product consists primarily of additives while the costs for CBD products are finished goods sold. Our profit margin during the three months ended September 30, 2025, was 96% compared to 80% for the three months ending September 30, 2024.
Salaries, wages and benefits
Salaries, wages and benefits have been tracked separately since the acquisition of the Eco Bio Plastics Michigan operation. Wages, salaries, and benefits for the three months ending September 30, 2025, were $250,800. Such costs did not exist in the prior operations as the Company had no salaries, wages and benefits cash payments.
General and Administrative Expenses
General and administrative expenses for the three months ending September 30, 2025, were $17,150 compared to $203,242 during the three months ending September 30, 2024, a decrease of $186,092, or 92%. The expenses for the current period consisted primarily of office rent and travel costs. General and administrative expenses decreased primarily due to our focus on operations within the United States.
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Professional Fees
Professional fees for the three months ending September 30, 2025, were $157,781, compared to $169,596 during the three months ending September 30, 2024, a decrease of $11,815, or 7%. Professional fees included non-cash, stock-based compensation of $21,564 and $147,367 during the three months ending September 30, 2025, and 2024, respectively. Professional fees increased primarily due to increased stock-based compensation being issued to consultants during the current period.
Other Income (Expense)
Other income (expenses), on a net basis, for the three months ending September 30, 2025, were $5,642,883, compared to other expenses, on a net basis, for the three months ending September 30, 2024, of $362,968, an increase in other income of $6,005,851, or 1,655%. Other income (expense) for the three months ended September 30, 2025, primarily reflects a gain of $6,049,860 recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc. The gain represents a bargain purchase under ASC 805, calculated as the excess of the fair value of net assets acquired over the purchase price, and was recognized in terms of earnings during the period. This gain was partially offset by interest expense of $258,135 associated with outstanding debt. There were no gains or losses related to foreign subsidiary deconsolidation during the period. Expenses in 2024 resulted from one-time charges related to a $22,359 loss on deconsolidation of foreign subsidiaries and $340,609 of interest expense, including $147,756 of stock-based finance costs on the amortization of debt discounts for the three months ended September 30, 2024. Depreciation expense of $148,001 related to the newly acquired fixed assets.
Net Income (Loss)
Net loss for the three months ending September 30, 2025, was $5,265,743, $0.44 per share, compared to $734,599 or a loss of $0.01 per share, during the three months ended September 30, 2024, an increase of $6,000,342, or 817%.
Results of Operations for the Nine Months Ended September 30, 2025, and 2024:
The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Increase / | |||||||||||
| 2025 | 2024 | (Decrease) | ||||||||||
| Revenues | $ | 51,619 | $ | 3,053 | $ | 48,566 | ||||||
| Cost of goods sold | 1,703 | 588 | 1,115 | |||||||||
| Gross profit | 49,916 | 2,465 | 47,451 | |||||||||
| Operating expenses: | ||||||||||||
| Salaries, wages, taxes, benefits | $ | 250,800 | $ | - | $ | 250,800 | ||||||
| General and Administrative | 202,503 | 552,874 | (350,371 | ) | ||||||||
| Professional fees | 278,383 | 971,934 | (693,552 | ) | ||||||||
| Total operating expenses: | 731,686 | 1,524,808 | (793,123 | ) | ||||||||
| Operating loss | 681,770 | (1,522,343 | ) | (840,573 | ) | |||||||
| Other income (expense) | ||||||||||||
| Gain on acquisition of business | 6,049,860 | - | 6,049,860 | |||||||||
| Loss on early extinguishment of Debt | - | (724,086 | ) | (724,086 | ) | |||||||
| Loss on deconsolidation of foreign subsidiaries | - | (242,631 | ) | (242,631 | ) | |||||||
| Loss on sale of assets | (841 | ) | - | 841 | ||||||||
| Interest expense | (475,088 | ) | (811,620 | ) | (336,532 | ) | ||||||
| Depreciation expense | (148,001 | ) | - | 148,001 | ||||||||
| Total other income (expense) | 5,425,930 | (1,778,337 | ) | 7,204,267 | ||||||||
| Net income (loss) | $ | 4,744,160 | $ | (3,300,680 | ) | $ | 8,044,841 | |||||
Revenues
Revenues during the nine months ended September 30, 2025 were $51,619, compared to $3,053 during the nine months ended September 30, 2025, a increase of $48,566, or 1591%. Revenues during the current period were generated by sales at our Eco Bio Plastics Michigan facility while 2024 sales were from our CBD product.
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Cost of Goods Sold
Cost of goods sold for the nine months ending September 30, 2025, were $1,703, compared to $588 for the nine months ending September 30, 2025, an increase of $1,115, or 190%. Cost of goods sold at Eco Bio Plastics Michigan is from chemical additives used in compounding, while our CBD product consisted primarily of finished goods sold.
Salaries, wages and benefits
Salaries, wages and benefits have been tracked separately since the acquisition of the Eco Bio Plastics Michigan operation. Wages, salaries, and benefits for the Nine months ending September 30, 2025, were $250,800. Such costs did not exist prior to the acquisition of Eco Bio Plastics Michigan in 2025.
General and Administrative Expenses
General and administrative expenses for the nine months ending September 30, 2025, were $202,503, compared to $552,874 during the nine months ending September 30, 2024, a decrease of $350,371, or 63%. The expenses for the current period consisted primarily of liability insurance premiums, utilities, operating expenses and other costs of operation of the plant.
Professional Fees
Professional fees for the nine months ending September 30, 2025, were $278,383, compared to $971,934 during the nine months ending September 30, 2025, a decrease of $693,551, or 71%. Professional fees included non-cash, stock-based compensation of $267,452 and $100,000 during the nine months ending September 30, 2025, and 2024, respectively. Professional fees decreased due to a reduction in forces following the closing of operations outside United States.
Other Income (Expense)
Other Income (Expense), on a net basis, for the nine months ending September 30, 2025, were $5,425,930, compared to other income (expense), on a net basis, of $(1,778,337) during the nine months ending September 30, 2024, an increase in net other income (expenses) of $7,204,267, or 405%. Other income (expense) for the nine months ended September 30, 2025, primarily reflects a gain of $6,049,860 recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc. The gain represents a bargain purchase under ASC 805, calculated as the excess of the fair value of net assets acquired over the purchase price, and was recognized in terms of earnings during the period. This gain was partially offset by interest expense of $475,088 associated with outstanding debt. There were no gains or losses related to foreign subsidiary deconsolidation during the period. Depreciation expense of $148,001 related to the newly acquired fixed assets. The decrease is due primarily to the elimination of foreign operations and related debts.
Net Income (Loss)
Net Income for the nine months ending September 30, 2025, was $4,744,160, or less than $0.40 per share, compared to a loss of $3,300,680 or less than $0.30 per share, during the nine months ended September 30, 2024, an increase of $8,044,840, or 244%. The net income increased primarily due to a gain in connection with the acquisition of Eco Bio Plastics Midland, Inc. and related debt, stock-based compensation, the fair value of common stock issued to related parties as commitment shares on debt modifications and interest expense.
Liquidity and Capital Resources
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, financing activities and effect of exchange rate changes on cash for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Operating Activities | $ | (593,837) | $ | (1,010,268 | ) | |||
| Investing Activities | (415,000 | ) | (75,000 | ) | ||||
| Financing Activities | 1,135,000 | 1,208,500 | ||||||
| Effect of Exchange Rate Changes on Cash | (42,328 | ) | ||||||
| Net Increase (Decrease) in Cash | $ | 126,164 | $ | 80,904 | ||||
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Net Cash Used in Operating Activities
During the nine months ended September 30, 2025, net cash used in operating activities was $593,837, and $1,010,268, in the nine months ended September 30, 2024. The change was primarily attributable to non-cash adjustments, including the bargain purchase gain recognized in connection with the acquisition of Eco Bio Plastics Midland, Inc., which did not result in operating cash inflows, together with changes in working capital and operating results during the period.
Net Cash Used in Investing Activities
During the nine months ended September 30, 2025, net cash used in investing activities was $415,000 for the nine months ended September 30, 2025, and $75,000 in the nine months ended September 30, 2024. The change was due to cash used during the period for the acquisition of fixed assets in the Eco Bio Plastics Michigan purchase.
Net Cash Provided by Financing Activities
During the nine months ended September 30, 2025, net cash provided by financing activities was $1,135,000 and $1,208,500, in the nine months ended September 30, 2024. The current period consisted of increase in Notes Payable from affiliated shareholders. In the period ended September 30 2025 a series of restructuring notes payable accounted for the changes the nine months ended September 30, 2024.
Ability to Continue as a Going Concern
As of September 30, 2025, our balance of cash on hand was $168,620, and we had negative working capital of $3,953,402 and an accumulated deficit of $26,120,538. We are too early in our development stage to project future revenue levels and may not be able to generate sufficient funds to sustain our operations for the next twelve months. Accordingly, we will need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
In the event sales do not materialize at the expected rates, management will seek additional financing and will 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 regarding 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 products is largely dependent on our success in raising additional capital.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
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While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company previously recognized 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 revenues in the current period consisted of the sale of our CBD rub, and in the prior period revenues consisted entirely of the sale of seeds. The sale of seeds included multi-element arrangements whereby the Company collected 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 had a right of first refusal to purchase products resulting from the harvest.
Currently the Company manufactures products and provides research and development production studies under custom work orders. Net revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services and is recognized when performance obligations are satisfied under the terms of contracts with customers.
A performance obligation is deemed to be satisfied by the Company when control of the product or service is transferred to the customer. The transaction price of a contract, or the amount the Company expects to receive upon satisfaction of the performance obligation, is determined by reference to the contract’s terms and includes adjustments. If an estimate is required, these allowances are determined using the expected value method, which is typically based upon historical rates. The timing of revenue recognition for product is at a point in time.
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 and CBD derived products.
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 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.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item
| ITEM 4. | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
As part of the preparation of this Quarterly Report on Form 10-Q, management identified and corrected a misclassification related to the presentation of a bargain purchase gain associated with the acquisition of Eco Bio Plastics Midland, Inc. The correction was completed prior to the issuance of these financial statements. Management has implemented enhanced review procedures over acquisition accounting and financial statement classification. Based on management’s evaluation as of September 30, 2025, disclosure controls and procedures were not effective; however, the specific classification issue identified has been remediated.
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PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.
| ITEM 1A. | RISK FACTORS |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
The Company made the following issuances of equity securities by the Company during the three-month period ending September 30, 2025, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder:
Common Stock:
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
Submission of Matters to a Vote of Security Holders
On July 28, 2025, the holder of a majority of the voting power of the Company approved an increase in the number of authorized shares of common stock to 1,000,000,000 shares and to change the name of the Company to “Isiah Enterprises, Inc.”
Securities Trading Plans of Directors and Executive Officers
None
of the Company’s directors and officers has
Accounts Payable, Related Party
Accounts payable, related parties, at September 30, 2025, is $27,978, representing the total amount due to one of the Company’s directors, on account.
Bankruptcy
Effective October 1, 2024, the Company’s Colombian subsidiary, One World Pharma S.A.S. (“OWP Colombia”), entered into a liquidation proceeding pursuant to Colombian Law 1116 of 2006, under which the creditors of a company can request “judicial liquidation” of such company. The proceeding was submitted to the Superintendent of Corporations of Colombia as a substitute to the reorganization proceedings previously filed on December 22, 2023.
The operations of OWP Colombia have previously been deconsolidated. As such, we do not expect judicial liquidation to have a significant impact on the Company’s financial statements.
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| ITEM 6. | Exhibits |
| Exhibit | Description | |
| 2.1 | Agreement and Plan of Merger dated February 21, 2019, among the Company, OWP Merger Subsidiary Inc. and OWP Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2019) | |
| 3.1 | Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014) | |
| 3.2 | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2019) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) | |
| 3.4 | Certificate of Designation of Series A Preferred Stock of the Company dated June 1, 2020 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 26, 2020) | |
| 3.5 | Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 24, 2014) | |
| 3.6 | Certificate of Designation of Series B Preferred Stock of the Company dated February 2, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2021) | |
| 3.7 | Certificate of Designation of Series C Special Preferred Stock | |
| 4.1 | Promissory Note of the Company in the Principal Amount of $300,000 issued to AJB Capital Investments LLC, dated June 23, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023) | |
| 10.1+ | 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) | |
| 10.2+ | Form of Stock Option Grant Notice for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) | |
| 10.3+ | Form of Option Agreement for grants under the 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2020) | |
| 10.4+ | Letter Agreement between the Company and Isiah L. Thomas, III, dated June 3, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2020) | |
| 10.5 | Securities Purchase Agreement, dated as of June 23, 2023, between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023) | |
| 10.6 | Securities Purchase Agreement, dated as of February 7, 2021, between the Company and ISIAH International LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 8, 2021) | |
| 10.7 | Registration Rights Agreement, dated June 23, 2023, between the Company and AJB Capital Investments LLC (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 5, 2023) | |
| 10.8 | Commercial Lease Agreement dated November 26, 2021, between R&B Inversiones S.A.S. and One World Pharma S.A.S. (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022) | |
| 10.9 | Purchase Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022) | |
| 10.10 | Securities Purchase Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022) | |
| 10.11 | Registration Rights Agreement, dated September 1, 2022, between the Company and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022) | |
| 10.12 | Convertible Promissory Note Purchase Agreement, dated September 16, 2022, between the Company and Dr. John McCabe (incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by One World Products, Inc. on November 14, 2022) | |
| 10.13 | Convertible Note, dated September 16, 2022, between One World Products, Inc. and Dr. John McCabe (incorporated by reference to Exhibit 10.16 of the Form 10-Q filed with the Securities and Exchange Commission by on November 14, 2022) | |
| 10.14+ | Offer Letter dated April 25, 2023 by and between the Company and Jeorg Sommer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2023) | |
| 10.15+ | Employment, Confidentiality and Proprietary Rights Agreement, dated July 1, 2024, between the Company and Todd Peterson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2024) | |
| 10.16 | Exchange Agreement, dated November 8, between the Company and Isiah L. Thomas, III | |
| 10.17+ | CFO Consulting Agreement dated June 20, 2025, between the Company and William (Bill) Rowland, d/b/a W.P. Rowland Properties Corp. | |
| 10.18 | Asset Purchase Agreement among the Company, EBPIE, LLC and Eco Bio Plastics Midland, Inc. | |
| 10.19 | Executive Employment Agreement between EBPIE, LLC and Fukuji Saotome | |
| 10.20 | Stock Option Grant Notice between the Company and Fukuji Saotome | |
| 31.1* | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 31.2* | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 32.1* | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Schema Document | |
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
+ Compensatory plan or agreement.
| 30 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: January 2, 2026 | |
| One World Products, Inc. | |
| /s/ Isiah L. Thomas III | |
| Isiah L. Thomas III | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ William Rowland | |
| William Rowland | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
| 31 |
FAQ
How did OWPC achieve profitability in Q3 2025 despite its small revenue base?
OWPC reported Q3 2025 net income of
What were One World Products (OWPC) year-to-date results for the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, OWPC generated revenue of
What is the financial impact of the Eco Bio Plastics Midland acquisition on OWPC?
OWPC paid
What does the going concern disclosure say about OWPC’s future viability?
Management reports cash of
How leveraged is One World Products (OWPC) and what types of debt does it carry?
As of September 30, 2025, total liabilities were
What changes occurred in OWPC’s stockholders’ equity during the first nine months of 2025?
Stockholders’ deficit improved from
Has One World Products (OWPC) changed or planned to change its corporate name or capital structure?
In July 2025, OWPC’s board and majority shareholder approved changing the corporate name to “Isiah Enterprises, Inc.” and increasing authorized common shares from 250,000,000 to 1,000,000,000. The company expects the share increase to occur on or before
