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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 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: 000-56151

 ONE

 (Exact
name of registrant as specified in its charter)

 nevada

 61-1744826

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 One
World Products, Inc.

 6605
Grand Montecito Pkwy., Suite 100

 Las
Vegas, Nevada 89149

 (Address
of principal executive offices and zip code)

 Registrant's
telephone number, including area code: (800) 605-3210

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

registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 Yes
 No

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

 Yes
 No

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes
 No

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 the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 Yes
 No

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant based upon the closing price of
$0.08225 per share as of June 30, 2023 was approximately $ 4,084,456.

 As
of May 21, 2024, there were 104,329,919 shares of registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 PART
I

 Forward
Looking Statements

 This
Form 10-K contains "forward-looking" statements including statements regarding our expectations of our future operations.
For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," or "continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within our control.

 These
risks and uncertainties include our limited operating history; changes in cannabis laws, regulations and guidelines; our reliance on
Colombian licenses, our ability to obtain authorizations and quotas; regulatory compliance risks; competition in our industry; our ability
to establish and maintain bank accounts; our ability to comply with foreign trade policies; the continued demand for cannabis and derivate
products; our ability to retain and acquire skilled personnel; and the risks involved in conducting operations in Colombia, as well as
other factors set forth under the caption "Risk Factors" in this Form 10-K. Although the forward-looking statements in this
report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.
In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except
as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect
the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made
subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety
by this section.

 ITEM
1. BUSINESS

 Overview

 On
February 21, 2019, we entered into an Agreement and Plan of Merger ("Merger Agreement") with OWP Merger Subsidiary, Inc.
("OWP Merger Sub), our wholly-owned subsidiary, and OWP Ventures, Inc. ("OWP Ventures"). Under the Merger Agreement,
the acquisition of OWP Ventures by us was effected by the merger of OWP Merger Sub with and into OWP Ventures, with OWP Ventures being
the surviving entity as our wholly-owned subsidiary (the "Merger"). The closing (the "Closing") of the Merger
occurred on February 21, 2019.

 Immediately
prior to the Closing, we were a public "shell" company with nominal assets. As of the Closing, we are no longer a public
shell. As a result of the Merger, we are engaged in OWP Ventures' business, including the business of its wholly-owned subsidiary,
One World Pharma, S.A.S., a Colombian company ("OWP SAS"). On November 23, 2021, we
changed our name from One World Pharma, Inc. to One World Products, Inc. through the merger of One World Products, Inc., a recently formed
Nevada corporation wholly-owned by us, with and into us. This merger was effected solely to effect the change of our name, and had no
effect on our officers, directors, operations, assets or liabilities.

 On
June 3, 2020, Isiah L. Thomas, III was appointed to serve as our Chief Executive Officer and Vice Chairman. Mr. Thomas was a 12-time
NBA All Star, two-time NBA champion, and is an accomplished international business executive. In 2021, through ISIAH International, LLC,
of which he is the sole member, Mr. Thomas purchased $3,000,000 of our Series B Preferred Stock in installments over a period of time
ending in July 2021.

 We
plan to be a producer of and/or source raw and processed cannabis and hemp plant ingredients for both medical and industrial uses across
the globe. The Company is a holding company and conducts its business in Colombia through OWP SAS, its wholly-owned subsidiary. OWP SAS
has received licenses from the Colombian government to cultivate, produce and distribute the raw ingredients of the cannabis and hemp
plant for medicinal, scientific and industrial purposes in the town of Esmeralda-Popay n, Cauca, Colombia.

 On
December 22, 2023, OWP SAS filed for for protection under Colombian Law 1116 of 2006, which is the primary legislation governing
business insolvency proceedings (restructuring and liquidation) ("Reorganization Proceedings") in Colombia. The Reorganization
Proceeds are similar to Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States, whereby
the Company intends to restructure its debts. See "Operations of OWP SAS" for additional information.

 We
are in the process of acquiring another Colombian subsidiary within the Bogota free trade zone, which has all requisite
licenses for the cultivation, production, distribution and export of cannabis and hemp infused products, and will serve as the Company's
primary base of operations in the Colombian market. Establishing operations within the free trade zone provides favorable import/export
commercial terms and taxation, and will improve logistics and the overall operating efficiencies for the Company due to the close proximity
of El Dorado International Airport and the commercial, economic and cultural center of the city of Bogota itself.

 Operations
of OWP SAS

 We
planted our first crop of cannabis in Popay n, Colombia in 2018, and began initial harvesting in the first quarter of 2019
for the purpose of further research and development activities and quality control testing of the cannabis we have produced. We
commenced limited shipping of non-psychoactive products to customers in May of 2020. Subject to the completion of the Reorganization
Proceedings, although we hold the four Colombian Licenses, we will need to obtain additional approvals from Colombian regulators
before we can fully execute our business plan, particularly with respect to the sale psychoactive products. As described further
under "Regulation" below,

 We
 will need to obtain quota approvals from the Colombian authorities before we can commence commercial sale of our psychoactive products
 under our Cannabis Manufacturing License and Psychoactive Cultivation License;

 We
 have successfully registered three non-psychoactive distinct cannabis strains and have received the certification required by Colombia's
 National Registrar as of April 2020; and

 We
 have been issued the sanitary registrations needed to sell our products intended for human consumption; and

 We
 have successfully registered eight psychoactive distinct cannabis strains and have received the certifications required by Colombia's
 National Registrar as of December 2020; and

 We
 will proceed to get quota approvals for 2024.

 Our
first cultivation site was located in Popay n, Colombia. Our cultivation facility encompassed approximately 30 acres and
included a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we entered into
agreements with a local farming co-operative that cultivated cannabis on up to approximately 140 acres of land using our seeds
and propagation techniques, and sold their harvested products to us on an exclusive basis.

 We
employ modern propagation and cultivation techniques drawn from U.S. practices that allow us to rapidly multiply the cells of a specific
plant strain to produce large numbers of genetically consistent progeny plants using our own plant tissue culture method. We believe
this technique allows us to cultivate plants which are stable, robust and able to produce genetically superior cannabis and hemp derived
products. We intend to have our processes and products certified as compliant with international standards, including Good Agricultural
Practices ("GAP"), Good Manufacturing Practice ("GMP") and the standards set forth in EU Pharmacopoeia, a publication
that sets forth quality standards applicable to the European pharmaceutical industry.

 We
generated revenues since the second quarter of 2020. Between August 2021 and March 2022, we made payments of approximately $1,400,000
for the purchase of a state-of-the-art distillation machine that cleared customs and is currently located in a warehouse near Bogota.
We intend to build out an extraction and production facility in the Bogota free trade zone extension, after we execute a lease for this
location. The installation of this equipment makes us one of the only companies in Colombia to both hold licenses and possess the capability
to extract high-quality CBD and THC oils.

 For
strategic and operational reasons, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary regulations
governing Reorganization Proceedings in Colombia, on
December 22, 2023. Subject to court approval, the Company intends on continuing its normal operations during the Reorganization
Proceeding. Our normal operations consist or providing cannabinoids in bulk for the domestic and international markets, including
the raw material for our brands and affiliate companies. At this time, the Company cannot predict the length of time of the
Reorganization Proceeding. The Company has deconsolidated its foreign subsidiaries until it emerges from the Reorganization
Proceedings to include the petitioning entity, OWP SAS, as well as the Company's non-operating shell entities, Agrobase,
S.A.S. and Hope Colombia, S.A.S., given the lack of independently identifiable operations. The deconsolidation resulted in a loss on
deconsolidation of foreign subsidiaries in the amount of $1,564,823 for the year ended December 31, 2023.

 We
expect to start exporting products in 2024, including CBD flower and distillate oil, while developing white label commercial agreements
with partners in Europe, USA, and Latin America. Our product pipeline may include premium coffee certified by the Colombian National
Coffee Federation infused with CBD, teas infused with CBD and a series of wellness products, including sports CBD energy drinks for optimum
performance, CBD facial and body creams for anti-inflammatory and anti-aging use. In September and December 2023, we entered into strategic
partnerships with Smokiez Edibles to distribute Smokiez Gummies in Colombia and other countries in Latin America. In December 2023, we
entered into a strategic partnership with Kx Family Care, which honors the legacy of Bob Marley to distribute Kx Family Care products
in Colombia and other countries in Latin America. There can be no assurances that these strategic partnerships will generate revenue
or be profitable for the Company.

 History
and Background

 One
World Pharma S.A.S., is a Colombian company ("OWP SAS"), incorporated on July 14, 2017 with the goal of procuring the following
Colombian Licenses.

 On
December 20, 2017, the Colombian Ministry of Health, by means of resolution No. 5251 of 2017, granted OWP SAS its license for the production
of cannabis derivatives for domestic use and export, allowing OWP SAS to extract high tetrahydrocannabinol ("THC") compounds
("Cannabis Manufacturing License"). This license will expire on December 20, 2027.

 On
December 26, 2017, the Colombian Ministry of Justice, by means of resolution No. 1087 of 2017, granted OWP SAS its license to use seeds
for sowing for sale or delivery of seeds and/or for scientific research purposes, allowing for genetic and seed bank registration ("Cannabis
Seed Possession License"). This license will expire on December 26, 2027.

 On
December 26, 2017, the Colombian Ministry of Justice, by means of resolution No. 1088 of 2017, granted OWP SAS its license to grow non-psychoactive
cannabis plants (less than 1.0% THC). Under this license, OWP SAS can produce seeds for planting, deliver and make sales of the cannabis
crop in order to produce cannabis derivatives and deliver and make sales of the cannabis crop for industrial purposes ("Cannabis
Non-Psychoactive Cultivation License"). This license will expire on December 26, 2027.

 On
January 4, 2018, the Colombian Ministry of Justice, by means of resolution No. 0015 of 2018, granted OWP SAS its license to grow psychoactive
cannabis plants (greater than 1.0% THC) ("Psychoactive Cultivation License"). Under this license, OWP SAS can produce seeds
for planting, and deliver and make sales of the cannabis crop in order to produce cannabis derivatives. This license will expire on January
4, 2028.

 Six
months prior to the expiration of each of the Licenses, we can apply for successive renewals for additional five-year periods. In each
renewal application, the corresponding Ministry will assess compliance with all the relevant requirements in determining whether or not
to renew the License.

 On
March 27, 2018, OWP Ventures, Inc. was formed as a Delaware corporation for the purpose of acquiring OWP SAS.

 On
May 30, 2018, OWP Ventures entered into a Stock Purchase Agreement with the shareholders of OWP SAS whereby the shareholders of OWP SAS
transferred their shares in OWP SAS to OWP Ventures in exchange for 10,200,000 shares of common stock of OWP Ventures.

 Products

 Our
business involves the cultivating, processing and supplying crude cannabis oil, distillate and isolate to customer specifications. We
plan to sell as a wholesaler to industrial companies making cannabis related products as well as other products through retail and other
distribution channels. We also plan on supplying the hemp plant bio-mass remaining after our extraction process to industry participants
that utilize hemp in the manufacture of their products. Hemp is used to make a variety of commercial and industrial products, including
rope, textiles, clothing, shoes, food, paper, bioplastics, insulation and biofuel.

 We
have registered 25 varieties or strains of cannabis with the Colombian Ministry of Health. See "Strains of Cannabis" below.
The development of these strains enables us to select mother plants and identify the concentrations of cannabinoids required for the
products which we intend to distribute. The cannabis will be produced in accordance with GMP Standards. We are committed to developing
final products consistent with medicinal cannabis industry standards and pharmaceutical procedures. Our products will include a variety
of cannabinoids and terpenes designed to address specific medical conditions. The composition of the strains will include a wide range
of THC and CBD ratios.

 Industry

 Medicinal
cannabis refers to the use of cannabis and its constituent cannabinoids and terpenes to treat disease or ameliorate symptoms such as
pain, muscle spasticity, nausea and other indications. Cannabinoid is a blanket term covering a family of complex chemicals, both natural
and man-made, that bind with cannabinoid receptors (protein molecules on the surface of cells) and effect a wide number of responses.
Cannabinoid receptors in the human body are part of a system called the endocannabinoid system. This system produces chemicals called
endocannabinoids, which also bind with cannabinoid receptors. Cannabinoid receptors are found in the brain and throughout the body. Scientists
have found that cannabinoid receptors in the endocannabinoid system are involved in a vast array of functions in our bodies, including
helping to modulate brain and nerve activity (including memory and pain), energy metabolism, heart function, the immune system and even
reproduction. While there are a large number of active cannabinoids found in cannabis, the two most common currently used for medical
purposes are tetrahydrocannabinol and cannabidiol. Although no clinical trials have been completed in the United States to validate the
effectiveness of tetrahydrocannabinol or cannabidiol in managing disease and improving symptoms, scientific studies have identified that
they, alone and/or in combination, may potentially provide treatment benefits for a large number of medical conditions. For example,
tetrahydrocannabinol, a psychotropic cannabinoid, has been shown to activate pathways in the central nervous system which work to block
pain signals and has shown potential to assist patients with Post Traumatic Stress Disorder (PTSD) and stimulate appetite in patients
following chemotherapy. Cannabidiol, on the other hand, is non-psychotropic and has shown potential to relieve convulsion and inflammation,
and is the active ingredient in Epidolex, which in June 2018 was approved by the FDA for the treatment of two rare and severe forms of
epilepsy.

 Regulation

 Our
primary active business operations are currently conducted solely within Colombia, and as such, the discussion below is limited to Colombian
laws and regulations applicable to our business, which require us to hold the relevant licenses, quotas and other permits, as described
below. Our activities in the United States consist of corporate administrative activities at our Las Vegas, Nevada headquarters, including
accounting, finance and SEC compliance functions, and preliminary research and development activities of hemp fiber applications and
products in the Detroit, Michigan area. We believe that our current activities in the United States will not subject us to regulation
under the U.S. Controlled Substances Act or other applicable U.S. federal or state laws with respect to our proposed business plans.
All export activities will be conducted from Colombia, and we do not intend to export any of our products to jurisdictions where such
sales are not legal under local law. Accordingly, we do not currently intend to export our products to the United States to the extent
such products may be subject to regulation under the U.S. Controlled Substances Act or other applicable U.S. federal or state regulations.

 Regulatory
Authorities

 Several
authorities interact in the Colombian cannabis industry. The Ministry of Health is in charge of granting the Cannabis Manufacturing and
Distribution License and exercises administrative control over the production of cannabis derivatives. The Ministry of Justice, through
the subsection for the Control and Supervision of Chemical Substances and Narcotic Drugs, is the competent authority for issuing the
Cannabis Seeds Possession License, the Cannabis Psychoactive Cultivation License and the Cannabis Non-Psychoactive Cultivation License
and for exercising administrative control over cannabis operations and cultivation. The National Narcotics Fund ("FNE") exercises
administrative and operational control over activities related to the management of psychoactive and non-psychoactive cannabis and its
derivatives. The National Food and Drug Surveillance Institute ("INVIMA") is in charge of issuing and monitoring compliance
under the health and phytosanitary registrations that may be applicable to products containing cannabis derivatives. The Colombian Agricultural
Institute ("ICA") is responsible for maintaining the registry of the Genetic Pool or Fuente Semillera "
and the registration of cannabis seeds and strains under the " Registro Nacional de Cultivares Comerciales ".

 In
exercising the administrative and operational control activities discussed above the Ministry of Justice, Ministry of Health, ICA and
FNE are required to coordinate their activities to the extent necessary, according to their competencies, with the Ministry of Agriculture
and Rural Development through ICA, as well as with the National Police.

 Licenses

 Under
Colombian law, there are four types of cannabis licenses that authorize different activities concerning the various stages of the production
line of the medical cannabis industry: (i) the Cannabis Seeds Possession License; which is required for the domestic sale and delivery
of seeds (but not export) and for scientific research purposes; (ii) the Cannabis Psychoactive Cultivation License, which is required
for the production of seeds for sowing; for grain production; production of cannabis derivatives; for scientific research purposes, for
storage, and for final disposal; (iii) the Cannabis Non-Psychoactive Cultivation License, which is required for the production of grain
and seeds for sowing; production of cannabis derivatives; for industrial purposes; for scientific research purposes; for storage; and
for final disposal; and (iv) the Cannabis Manufacturing and Distribution License, which is required for the production of cannabis derivatives
for domestic use; production of cannabis derivatives for scientific research purposes; and production of cannabis derivatives for exportation.
OWP SAS holds all of these licenses.

 The
legal framework currently in force in Colombia regarding medical cannabis is established in Law 1787 of 2016 (the "Law")
and the Decree 613 of 2017 (the "Decree"). Cannabis licenses must be issued by the Ministry of Health or the Ministry of
Justice in an estimated time of 60 days, however, in practice, this process can take between four and six months. In accordance with
Colombia's international obligations, there is a limit in the amount of Cannabis allowed for fabrication or cultivation assigned
by the Colombian Government (specific crop or manufacturing quotas) that must be requested by each licensee when applying for a Cannabis
Psychoactive Cultivation License or a Cannabis Manufacturing License. The activities of cultivation and manufacturing can only be started
once the specific quotas have been granted to the licensee.

 Duration
of Licenses

 The
Cannabis Seeds Possession License, the Cannabis Psychoactive Cultivation License, the Cannabis Non-Psychoactive License, and the Cannabis
Manufacturing and Distribution License are granted by the Ministry of Justice and/or the Ministry of Health (as applicable), when the
applicant fulfills the general criteria described in Article 2.8.11.2.1.5 of the Decree, and the specific requirements for each type
of license. Each of these licenses is valid for up to five years. The Ministry of Justice and the Ministry of Health (as applicable)
maintain the right to monitor the activities performed by the corresponding licensee, and in the event of a breach by the licensee of
the obligations and duties set forth in the Decree, the licenses may be revoked. The relevant Ministry may renew these licenses for additional
and successive five-year periods. In each renewal application, the Ministry will assess compliance with all the relevant requirements
in determining whether or not to renew the license.

 Quotas

 As
described above, regulations of cannabis in Colombia provides an additional requirement applicable to the Cannabis Psychoactive Cultivation
License and Cannabis Manufacturing License, which require the grant of crop and manufacturing quotas (the "Quotas"). According
to Article 2.8.11.2.6.2 of the Decree, the assignment of Quotas is collectively made by the Ministry of Health, the Ministry of Justice,
the ICA, the INVIMA, and the FNE.

 According
to Article 2.8.11.2.6.5 of the Decree, there are two types of Quotas: (i) crop quotas for psychoactive cannabis (for holders of the Cannabis
Psychoactive Cultivation License) which are granted by the Ministry of Justice; and (ii) the manufacturing quotas for psychoactive cannabis
(for holders of the Cannabis Manufacturing License) which are granted by the Ministry of Health.

 These
Quotas are requested by the licensees no later than the last calendar day of April of each year, and, if they are granted by the corresponding
authority, they can only be used by the licensees during the next calendar year (for instance, if a licensee requests a specific crop
Quota in March, 2018, and this Quota is granted by the Ministry of Justice, the licensee will be allowed to use the Quota from January
1, 2019 to December 31, 2019). In extraordinary events, the licensees can request a supplementary Quota that will apply to the calendar
year requested (the issuance of these Quotas depends on the special circumstances defined by the Colombian governmental authorities).

 On
December 3, 2018, by means of resolution 1256 of 2018, Colombia s Ministry of Justice granted OWP SAS a supplementary Quota for
growing psychoactive mother plants; six for each of 13 varieties, for a total of 78 "mother" plants. However, before we commence
the commercial sale of our psychoactive products (greater than 1% THC content), we will need to obtain Quotas from the Ministry of Health.
This will require us to conduct successful agricultural characterization tests approved by and registered with the ICA/Ministry of Agriculture
and Rural Development, and stabilized extracts characterization tests approved by INVIMA/Ministry of Health, of product samples grown
by us under Quotas obtained from the Ministry of Justice. We have already requested from the Ministry of Health and Justice our annual
Quotas for the export sale of psychoactive ingredients in 2022, and are awaiting the issuance of such Quotas in order to start our production
process.

 Strains
of Cannabis

 Strains
of cannabis are registered in Colombia in two manners:

 of the Genetic Pool or "Fuente Semillera": Under Article 2.8.11.11.1 of the Decree, licensed producers of cannabis
 had until December 31, 2018 to register the genetics of strains of cannabis with the ICA. Under this transitory article, the government
 allowed a limited period for licensed producers of cannabis to source genetics currently available in Colombia and register these
 as their "fuente semillera". We registered 25 varieties under this article. This registration enables us to grow our
 own strains of cannabis as opposed to having to purchase registered strains from other licensed producers.

 Under the "Registro Nacional de Cultivares Comerciales": Licensed producers of cannabis have to be granted a breeding/research
 license to be able to develop, select and trial stabilized cannabis cultivars. This registration allows licensed producers to register
 unique and stable varieties of cannabis for commercial production within Colombia. We were granted such license in the first quarter
 of 2018. Licensed producers can then request from ICA a registration trial, which is a field flowering trial with the supervision
 of ICA officials. The data collected in these trials can lead to registration of the cultivar in the National Registrar. Only registered
 varieties will be allowed to be produced commercially. We have received full registration for 3 non-psychoactive high CBD strains
 which have been approved for sale. We have also received permission to take 13 psychoactive THC strains through this process. In
 2023, we maintained the registered varieties allowed for commercialization.

 Sanitary

 The
commercialization of cannabis-based finished products intended for human consumption requires the issuance of sanitary registrations
by the INVIMA, and in the case of products intended for animal consumption, by the ICA.

 Environmental

 Under
Colombian law, general principles of environmental law are set out in Law 99 of 1993 and Article 9 of the National Code of Natural Resources
and Protection of the Environment. These laws establish principles governing the use of natural resources, including that use must occur
without causing harm to the interests of the community or of third parties. Parties that cause environmental damage while acting under
the authority of a permit are responsible for incurring the costs to rectify the damage. The imposition of environmental sanctions is
in addition to civil and criminal penalties that may be imposed. Environmental damage caused while a party is acting without a license
constitutes a breach of Law 99 of 1993 and may lead to the imposition of sanctions, in addition to civil or criminal proceedings that
may result. Parties that cause environmental damage, in addition to sanctions or penalties that apply, will also be required to carry
out studies to assess the characteristics of the damage. Under Colombian law, liability for environmental damage creates a presumption
of liability in case of a: (i) breach of environmental laws; (ii) environmental damage; and (iii) breach of environmental license or
any other administrative act from the environmental authorities. The Environmental Authorities may investigate potential claims, authorize
preventative measures, or impose sanctions on parties breaching environmental law.

 Competition

 The
market for medicinal cannabis is characterized by unsatisfied patient demand, with few authorized producers. Although competition in
the market is growing and Colombia offers an open process to apply for the licenses, we believe we are competitively positioned to satisfy
the demand for medicinal cannabis given our early entry into the market, the management team's expertise in medical product branding,
marketing, quality control and domestic market relationships. In addition, the Colombian government has published for comment a draft
decree that requires any applicant for any of the four Licenses to furnish evidence that it has completed the seed registration process
before the ICA and obtained the corresponding technical sheet for the cannabis plants and varieties. If enacted, this new regulation
will result in stricter requirements on potential competitors seeking a Colombian License.

 Cultivation
in Colombia has natural cost advantages. However, management believes the more sustainable competitive advantage is to create patient
loyalty and brand preference, as opposed to the distribution of more homogeneous products. Domestically our competition consists of PharmaCielo,
CannaVida, Empresa Colombiana de Cannabis, Khiron Life Sciences Corp., Med Can, Canopy Growth Corporation, and Clever Leaves.

 Intellectual
Property

 Our
success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely
on trade secrets, including know-how, employee and third-party nondisclosure agreements and other contractual rights to establish and
protect our proprietary rights in our technology.

 Seasonality

and its vertical offering of microclimates is the ideal country for year-round growing and processing of all possible varieties of cannabis
in a natural, environmentally friendly manner.

 Principal
Executive Offices

 Our
principal executive offices are located at 6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149. Our telephone number is (800)
605-3210. We believe our facilities are adequate to meet our current and near-term needs.

 Employees

 As
of December 31, 2023, we had 10 full-time employees. Since inception, we have never had a work stoppage, other than due to the Covid-19
quarantine from March 2020 through May 25, 2020, and our employees are not represented by labor unions. We consider our relationship
with our employees to be positive.

 ITEM
1A. Risk Factors

 The
following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could
affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations.
Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially
and adversely affect our business, operations, results or financial condition.

 Risks
Relating to our Business

 Limited
Operating History

 We
are an early-stage company that has generated minimal revenues and we have a limited operating history upon which our business and future
prospects may be evaluated. We are subject to all of the business risks and uncertainties associated with any new business enterprise
in the cannabis industry, including the risk that we will not achieve our operating goals. In order for us to meet future operating requirements,
we will need to successfully grow, harvest and/or sell our cannabis products. Until such time as we are able to fund our business from
operations, we will be required to raise funds through various sources, including the sale of equity and debt securities, Failure to
generate cash from operations and to reach profitability may adversely affect our success.

 We
have had a history of losses, we expect losses in the future, and there can be no assurance that we will become profitable in the future.

 We
have experienced operating losses on an ongoing basis. For the years ended December 31, 2023 and 2022, we incurred net losses of $3,953,321
and $3,059,477, respectively. As of such dates, we had accumulated deficits of $26,929,686 and $22,976,365, respectively. We expect our
losses to continue for the foreseeable future. These continuing losses may be greater than current levels. If our revenues do not increase
substantially or if our expenses exceed our expectations, we may never become profitable. Even if we do achieve profitability, we may
not sustain profitability on a quarterly or annual basis in the future.

 Our
auditor has given us a "going concern" qualification, which questions our ability to continue as a going concern without
additional financing.

 Our
independent certified public accountant has added an emphasis paragraph to its report on our financial statements for the year ended
December 31, 2023 regarding our ability to continue as a going concern. Key to this determination is our recurring net losses, an accumulated
deficit, and a working capital deficiency. In the event sales do not materialize at expected levels, management would seek additional
financing or would conserve cash by further reducing expenses. No assurance can be given that any
future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain
additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are
unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly
delayed, limited or may not occur. We cannot guarantee that we will become profitable.

 Our
Wholly-owned Colombian Subsidiary, OWP SAS, is Operating under Court Supervision Pursuant to a Reorganization Proceeding

 OWP
SAS experienced significant operational and managerial challenges over the past several years, resulting in the accumulation of financial
obligations of approximately $1.2 million, which are substantially past due. OWP SAS filed for protection under Colombian Law 1116 of
2006, which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) ("Reorganization
Proceedings") in Colombia on December 22, 2023. There are many risks attendant to the Reorganization Proceeding, including OWP
SAS's ability to obtain approval from the court to conduct its normal business operations, maintain its cannabis licenses, satisfy
its financial obligations to its creditors, the availability of operating capital during the pendency of its Restructuring Proceeding,
the length of time that the Company will operate in the Reorganization Proceedings and the possibility that it may be unable to obtain
any additional funding. Failure to achieve any of these objectives could have a material adverse effect on the business of the Company
and OWP SAS.

 Change
of Cannabis Laws, Regulations and Guidelines

 Cannabis
laws and regulations in Colombia and other jurisdictions where we intend to transact business are dynamic and subject to evolving interpretations
which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. Regulations
may be enacted in the future that will be directly applicable to certain aspects of our cultivation, manufacturing and exporting businesses
for our cannabis and hemp related products. We cannot predict the nature of any future laws, regulations, interpretations or applications,
nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated,
could have on our business. Management expects that the legislative and regulatory environment in the cannabis industry in Colombia and
internationally will continue to be dynamic and will require innovative solutions to comply with this changing legal landscape in this
nascent industry for the foreseeable future. Compliance with any such legislation may have a material adverse effect on our business,
financial condition and results of operations.

 Public
opinion can also exert a significant influence over the regulation of the cannabis industry. A negative shift in the public's perception
of the cannabis industry could affect future legislation or regulation in different jurisdictions.

 Reliance
on Colombian Licenses, Authorizations and Quotas

 Our
ability to import seeds, grow, manufacture, distribute and sell cannabis and hemp in Colombia or internationally is dependent on our
ability to sustain and/or obtain the necessary licenses and authorizations by certain authorities in Colombia and/or the importing jurisdiction.
The licenses and authorizations are subject to ongoing compliance and reporting requirements and our ability to obtain, sustain or renew
any such licenses and authorizations on acceptable terms is subject to changes in regulations and policies and to the discretion of the
applicable authorities or other governmental agencies in foreign jurisdictions. Failure to comply with the requirements of the licenses
or authorizations or any failure to maintain the licenses or authorizations would have a material adverse impact on our business, financial
condition and operating results. In addition, Colombian regulators limit the cultivation and sale of psychoactive cannabis by quotas
issued on an annual basis to licensed producers.

 Although
we believe that we will meet the requirements to obtain, sustain or renew the necessary licenses and authorizations, there can be no
guarantee that the applicable authorities will issue these licenses or authorizations. In addition, to date we have not been issued quotas
from Colombian regulatory authorities that would allow us to commence the commercial sale of psychoactive cannabis products in Colombia.
Should the authorities fail to issue the necessary licenses or authorizations, including required quotas, we may be curtailed or prohibited
from the production and/or distribution of cannabis and hemp or from proceeding with the development of our operations as currently proposed
and our business, financial condition and results of the operation may be materially adversely affected.

 Regulatory
Compliance Risks

 Achievement
of our business objectives of becoming a producer of raw cannabis and hemp related products is contingent, in part, upon compliance with
regulatory requirements enacted by applicable governmental authorities and obtaining all regulatory approvals, where necessary, for the
sale of our products in Colombia and other jurisdictions where we intend to distribute and sell our products. We will incur ongoing costs
and obligations related to regulatory compliance. Failure to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or
be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.
Civil or criminal fines or penalties may be imposed on us for violations of applicable laws or regulations. Vigorous enforcement of these
laws could require extensive changes to our operations, increase our compliance costs or give rise to material liabilities, which could
have a material adverse effect on our business, results of operations and financial condition.

 Competition

 There
are many companies engaged in the cannabis business who we will compete with, including larger and more established companies with substantially
greater marketing, financial, human and other resources than we have. These companies include PharmaCielo, CannaVida, Empresa Colombiana
de Cannabis, Khiron Life Sciences Corp., Med Can, Canopy Growth Corporation, and Clever Leaves. Although we believe we are competitively
positioned to be a leader in the medicinal cannabis industry given our early entry into the market, the management team's expertise
in medical product branding, marketing, quality control, and market relationships, competition in the medical cannabis industry is growing
quickly. As more competitors enter the market, prices may be reduced. We believe our approach in creating brand loyalty will allow us
to effectively compete in the market but there is no assurance that will be the case, and our competitors may adopt a similar or identical
approach. To date, we have obtained four licenses in Colombia that authorize us to engage in cannabis activities, and there are currently
few authorized Colombian producers. However, Colombia offers an open process to apply for licenses and there are no significant barriers
to entry. As a result, our ability to generate revenues and earnings may be reduced as competition intensifies, thereby causing a material
adverse effect on our business and financial condition.

 Ability
to Establish and Maintain Bank Accounts

 Many
banking institutions in countries where we or our prospective customers operate will not accept payments related to the cannabis industry
due to domestic laws and regulations or pressure exerted by the United States on banks with laws subject to the laws of the United States
(including, the Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT
Act)). Failure to conduct our business through normal banking channels may impede our ability to make payments for goods and services
and transact business in the ordinary course. Failure to operate in normal banking channels may also increase our cost of doing business
and adversely impact our business. In the event financial service providers do not accept accounts or transactions related to the cannabis
industry, it is possible that we may be required to seek alternative payment solutions. If the industry was to move toward alternative
payment solutions, we would have to adopt policies and protocols to manage the Company's exposure to foreign exchange and interest
rate risks. Our inability to effectively manage such risks may adversely affect our operations and financial performance.

 Anti-Money
Laundering Laws and Regulations

 We
are subject to a variety of laws and regulations within Colombia and internationally that are designed to prevent money laundering and
proceeds of crime through strict financial recordkeeping. In the event that any of our investments, or any proceeds thereof, any dividends
or distributions therefrom, or any profits or revenues accruing from such investments are found to be in violation of money laundering
legislation or otherwise, such transactions may be viewed as proceeds of crime under applicable legislation. Money laundering laws could
restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions or subsequently cause the repatriation
of such funds to the United States or to any shareholders' jurisdiction of residence. Furthermore, while we have no current intention
to declare or pay dividends on our common stock in the foreseeable future, in the event that a determination was made that the revenues
from our cannabis operations could reasonably be shown to constitute proceeds of crime, we may decide or be required to suspend the declaration,
and or, payment of dividends without advance notice and for an extended or indefinite period of time.

 Foreign
Trade Policies

 Our
international operations are subject to inherent risks, including changes in the regulations governing the flow of cannabis products
between countries, fluctuations in cross-currency rates, discriminatory fiscal policies, unexpected changes in local regulations and
laws and the uncertainty of enforcement of remedies in foreign jurisdictions. In addition, foreign jurisdictions could impose tariffs,
quotas, trade barriers and other similar restrictions on our international sales and subsidize competing cannabis products. All of these
risks could result in increased costs or a reduction in revenues.

 United
States Regulation

 Although
we do not believe that our limited U.S. activity will subject us to regulation under U.S. federal or state laws applicable to the sale
of cannabis and marijuana products, we cannot assure you that current or future U.S. laws and regulations will not detrimentally affect
our business. Local, state and federal cannabis laws and regulations in the United States are constantly changing and they are subject
to evolving interpretations, which could require us to incur substantial costs associated with compliance or to alter one or more of
our product or service offerings. In addition, violations of these laws, or allegations of such violations, could disrupt our business
and result in a material adverse effect on our revenues, profitability, and financial condition. We cannot predict the nature of any
future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative
policies and procedures, when and if promulgated, could have on our business.

 Liability,
Enforcement, Complaints, etc.

 Our
participation in the cannabis and hemp industries may lead to litigation, formal or informal complaints, enforcement actions, and inquiries
by third parties, other companies and/or various governmental authorities against us. Litigation, complaints, and enforcement actions
involving us could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on our
future cash flows, earnings, results of operations and financial condition.

 Legal
Proceedings

 From
time to time, we may be a party to legal and regulatory proceedings, including matters involving governmental agencies, entities with
whom we transact business and other proceedings arising in the ordinary course of business. We will evaluate our exposure to these legal
and regulatory proceedings and establish reserves for the estimated liabilities in accordance with generally accepted accounting principles.
Assessing and predicting the outcome of these matters involves substantial uncertainties. Unexpected outcomes in these legal proceedings,
or changes in management's evaluations or predictions and accompanying changes in established reserves, could have an adverse impact
on our financial results.

 Environmental
Regulations

 We
are subject to Colombian environmental laws governing the use of natural resources, which prohibit such use that causes harm to the interests
of the community or of third parties. Parties that cause environmental damage while acting under the authority of a permit and, or license,
are responsible for incurring the costs to rectify the damage. The imposition of environmental sanctions in addition to civil and criminal
penalties may be imposed. Environmental damage caused while a party is acting without a license may lead to the imposition of sanctions,
in addition to civil or criminal proceedings. Parties that cause environmental damage, in addition to sanctions or penalties that apply,
are also required to carry out studies to assess the characteristics of the damage. Colombian environmental authorities may investigate
potential claims, authorize preventative measures, or impose sanctions on parties breaching environmental law. Any such measures imposed
on us could have a material adverse effect on our business.

 Demand
for Cannabis and Derivate Products

 The
global sale of cannabis and hemp products is a new industry as a result of recent legal and regulatory changes. Although we expect demand
for licensed cannabis to exceed supply produced by licensed producers, there is a risk that such demand does not develop as anticipated.
Further, there is a risk that the adoption rate by pharmacies to sell medical cannabis is lower than expected or that such adoption rate
may take longer than anticipated. There is also a risk that the international export market for medicinal cannabis and extracts, such
as CBD, CBG and CBC, will not materialize as projected or not be commercially viable. Should any of such events materialize, the result
may have a material adverse effect on our business, operations and financial condition.

 Weather,
Climate Change and Risks Inherent in an Agricultural Business

 Our
business involves growing and/or sourcing cannabis and related products, which is an agricultural product. Although our medical cannabis
is intended to be grown in greenhouses, hemp used as feedstock for medicinal extracts and derivatives will be grown both outdoors and
in greenhouses. The occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost, is unpredictable and
may have a potentially devastating impact on agricultural production and may otherwise adversely affect the supply of cannabis and hemp.
Adverse weather conditions may be exacerbated by the effects of climate change and may result in the introduction and increased frequency
of pests and diseases. The effects of severe adverse weather conditions may reduce our yields or require us to increase our level of
investment to maintain yields. Additionally, higher than average temperatures and rainfall can contribute to an increased presence of
insects and pests, which could negatively affect cannabis crops. Future droughts could reduce the yield and quality of our cannabis production,
which could materially and adversely affect our business, financial condition and results of operations.

 The
occurrence and effects of plant disease, insects and pests can be unpredictable and devastating to agriculture, potentially rendering
all or a substantial portion of the affected harvests unsuitable for sale. Even if only a portion of the crop and, or, production is
damaged, our results of operations could be adversely affected as all or a substantial portion of the production costs may have been
incurred. Although some plant diseases are treatable, the cost of treatment can be high and such events could adversely affect our operating
results and financial condition. Furthermore, if we fail to control a given plant disease and the production is threatened, we may be
unable to supply our customers, which could adversely affect our business, financial condition and results of operations. There can be
no assurance that natural elements will not have a material adverse effect on any such production.

 Product
Liability

 As
a manufacturer, distributor and/or seller of cannabis products designed to be ingested or inhaled by humans, we face an inherent risk
of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused damages, loss or
injury. In addition, the sale of our cannabis products involves the risk of injury to consumers due to tampering by unauthorized third
parties or product contamination. Adverse reactions resulting from human consumption of our cannabis products alone or in combination
with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that
our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning health risks,
possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in
increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect
on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability
insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available
in the future on acceptable terms, or at all.

 Energy
Prices and Supply

 We
may require substantial amounts of diesel and electric energy and other resources to harvest and transport cannabis and hemp. We rely
upon third parties for our supply of energy resources used in our operations. The prices for and availability of energy resources may
be subject to change or curtailment, respectively, due to, among other things, new laws or regulations, imposition of new taxes or tariffs,
interruptions in production by suppliers, imposition of restrictions on energy supply by government, worldwide price levels and market
conditions. If our energy supply is curtailed for an extended period of time and we are unable to find replacement sources at comparable
prices, or at all, our business, financial condition and results of operations would be materially and adversely affected.

 Retention
and Acquisition of Skilled Personnel

 We
will be required to attract and retain top quality talent to compete in the marketplace. We believe our future growth and success
will depend in part on our abilities to attract and retain highly skilled managerial, product development, sales and marketing, and finance
personnel. There can be no assurance of success in attracting and retaining such personnel. Shortages in qualified personnel could limit
our ability to be successful. At present and for the near future, we will depend upon a relatively small number of employees primarily
in Colombia to develop, manufacture, market, sell and distribute our products. As the size of our business increases, we will seek to
hire additional employees in other jurisdictions. Expansion of marketing and distribution of our products will require us to find, hire
and retain additional capable employees who can understand, explain, market and sell our products and/or our ability to enter into satisfactory
logistic arrangements to sell our products. There is intense competition for capable personnel in all of these areas and we may not be
successful in attracting, training, integrating, motivating, or retaining new personnel or subcontractors for these required functions.

 Emerging
Market Risks

 Emerging
market investment generally poses a greater degree of risk than investment in more mature market economies as developing market economies
are more susceptible to destabilization resulting from domestic and international developments.

 Colombia's
legal and regulatory requirements in connection with companies conducting agricultural activities, banking system and controls as well
as local business culture and practices are different from those in the United States. Our officers and directors must rely, to a great
extent, on our local legal counsel and local consultants retained by us in order to keep abreast of material legal, regulatory and governmental
developments as they pertain to and affect our business operations, and to assist us with our governmental relations. We also rely on
the advice of local experts and professionals in connection with current and new regulations that develop in respect of banking, financing
and tax matters. Any developments or changes in such legal, regulatory or governmental requirements or in local business practices are
beyond our control and may adversely affect our business.

 We
also bear the risk that changes can occur to the Government in Colombia and a new government may void or change the laws and regulations
that we are relying upon. Currently, there are no restrictions on the repatriation from Colombia of earnings to foreign entities and
Colombia has never imposed such restrictions. However, there can be no assurance that restrictions on repatriation of earnings will not
be imposed in the future. Exchange control regulations for Colombia require that any proceeds in foreign currency originated on exports
of goods from Colombia be repatriated to Colombia. However, purchase of foreign currency is allowed through Colombian authorized financial
entities for purposes of payments to foreign suppliers, repayment of foreign debt, payment of dividends to foreign stockholders and other
foreign expenses.

 Due
to our location in Colombia, our business, financial position and results of operations may be affected by the general conditions of
the Colombian economy, price instabilities, currency fluctuations, inflation, interest rates, regulatory changes, taxation changes, social
instabilities, political unrest and other developments in or affecting Colombia, over which we do not have control.

 Risks
Related to Conducting Operations in Colombia

 We
were recently granted medicinal cannabis licenses in Colombia. Over the past 10 to 15 years, the Government of Colombia has made strides
in improving the social, political, economic, legal and fiscal regimes. However, operations in Colombia remain subject to risk due to
the potential for social, political, economic, legal and fiscal instability. The Government of Colombia faces ongoing problems including,
but not limited to, unemployment and inequitable income distribution and unstable neighboring countries. The instability in neighboring
countries could result in an influx of immigrants resulting in a humanitarian crisis and/or increased illegal activities. Colombia is
also home to a number of insurgency groups and large swaths of the countryside are under guerrilla influence. In addition, Colombia experiences
narcotics-related violence, a prevalence of kidnapping, extortion and thefts and civil unrest in certain areas of the country. Such instability
may require us to suspend operations on our properties.

 Other
risks exist relating to the conduct of business in Colombia. These risks include the future imposition of special taxes or similar charges,
as well as foreign exchange fluctuations and currency convertibility and controls. Other risks of doing business in Colombia include
our ability to enforce our contractual rights or the taking or nationalization of property without fair compensation, restrictions on
the use of expatriates in our operations, renegotiation or nullification of existing concessions, licenses, permits and contracts, changes
in taxation policies, or other matters.

 The
Government of Colombia recently reached a peace accord with the country's largest guerrilla group. The Government of Colombia also
entered into and dissolved formal discussions with the country's second largest guerrilla group due to their unwillingness to cease
criminal and violent crimes. There is no certainty that the agreements will be adhered to by all of the members of the guerrilla groups
or that a peace agreement will be ultimately reached with the country's second largest guerrilla group. There is a risk that any
peace agreement might contain new laws or change existing laws that could have a material adverse effect on us. Furthermore, the achievement
of peace with the country's guerrilla groups could create additional social or political instability in the immediate aftermath,
which could have a material adverse effect on our operations.

 Global
Economy

 Financial
and commodity markets in Colombia are influenced by the economic and market conditions in other countries, including other South American
and emerging market countries and other global markets. Although economic conditions in these countries may differ significantly from
economic conditions in Colombia, investors' reactions to developments in these other countries, such as the recent developments
in the global financial markets, may substantially affect the capital flows into, and the market value of securities of issuers with
operations in Colombia.

 Insurance
Coverage

 Our
production is, in general, subject to different risks and hazards, including adverse weather conditions, fires, plant diseases and pest
infestations, other natural phenomena, industrial accidents, labor disputes, changes in the legal and regulatory framework applicable
to us, and environmental contingencies. We will endeavor to obtain appropriate insurance covering these risks in amounts sufficient to
support a downturn in the sale of our products due to these potential production risks. The cost of such insurance may be high and we
may not be able to obtain sufficient amount of insurance to cover these risks.

 Operations
in Spanish

 As
a result of our conducting most of our operations in Colombia, our regulatory licenses and books and records, including key documents
such as material contracts and financial documentation, are principally negotiated and entered into in the Spanish language and English
translations may not exist or be readily available.

Business Risks

 Inability
to Manage Growth

 We
may not be able to effectively manage our growth as a producer, manufacturer and exporter of cannabis and hemp products. Our strategy
envisions growing our business. We plan to expand our production and manufacturing capability and create a global distribution network.
Any growth in or expansion of our business is likely to continue to place a strain on our management and administrative resources, infrastructure
and systems. As with other growing businesses, we expect that we will need to further refine and expand our business development capabilities,
our systems and processes and our access to financing sources. We also will need to hire, train, supervise and manage new employees.
These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We
cannot assure you that we will be able to:

 cultivate
 and/or source cannabis material in Colombia and expand our manufacturing processes and systems in our facilities in Colombia;

 execute
 and perform under our current manufacturing and distribution agreements with Smokiez Edibles and Kx Family Care;

 raise
 additional capital to fund our operations;

 identify
 and hire qualified employees or retain valued employees; or

 obtain
 and maintain necessary licenses in relevant jurisdictions

 Our
inability, or failure to effectively manage, our growth and expansion could harm our business and materially and adversely affect our
operating results and financial condition.

 Speculative
Forecasts

 Any
forecasts we provide will be highly speculative in nature and we cannot predict results in a development stage company with a high degree
of accuracy. Any financial projections, especially those based on ventures with minimal operating history, are inherently subject to
a high degree of uncertainty, and their ultimate achievement depends on the timing and occurrence of a complex series of future events,
both internal and external to the enterprise. There can be no assurance that potential revenues or expenses we project will be accurate.

 Limited
Management Team

 Our
limited senior management team size may hamper our ability to effectively manage a publicly traded company while operating our business.
Our management team has experience in the management of publicly traded companies and complying with federal securities laws, including
compliance with recently adopted disclosure requirements on a timely basis. They realize it will take significant resources to meet these
requirements while simultaneously working on cultivating, developing and distributing our cannabis and hemp related products. Our management
will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and
reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

 Risks
Related to our Common Stock

 Limited
Trading

 Although
prices for shares of our common stock are quoted on the OTCQB tier of the OTC Markets, there is limited trading and no assurance can
be given that an active public trading market will develop or, if developed, that it will be sustained. The OTC Markets is generally
regarded as a less efficient and less prestigious trading market than other national markets. There is no assurance if or when our common
stock will be quoted on another more prestigious exchange or market. The market price of our common stock is may be volatile as there
will likely be a limited trading market for the stock, which may cause transactions of small blocks of stock to have a disproportionate
impact on the stock price.

 We
may issue additional stock without stockholder consent.

 Our
Board of Directors has authority, without action or vote of the stockholders, to issue all or part of our authorized but unissued shares.
Additional shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise. Any such issuance
will dilute the percentage ownership of existing stockholders. The Board of Directors can also issue preferred stock in one or more series
and fix the terms of such stock without stockholder approval. Preferred stock may include the right to vote as a series on particular
matters, preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions. The issuance of preferred
stock could adversely affect the rights of the holders of common stock and reduce the value of the common stock. In addition, specific
rights granted to holders of preferred stock could discourage, delay or prevent a transaction involving a change in control of our company,
even if doing so would benefit our stockholders. Such issuance could also discourage proxy contests and make it more difficult for you
and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

 Broker-dealers
may be discouraged from effecting transactions in our common stock because it is considered a penny stock and is subject to the penny
stock rules.

 Our
common stock currently constitutes "penny stock." Subject to certain exceptions, for the purposes relevant to us, "penny
stock" includes any equity security that has a market price of less than $5.00 per share. Rules 15g-1 through 15g-9 promulgated
under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on certain brokers-dealers who
engage in certain transactions involving a "penny stock." In particular, a broker-dealer selling penny stock to anyone other
than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or
an annual income exceeding $200,000, or $300,000 together with his or her spouse), must make a special suitability determination for
the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the
transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction
involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market,
unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to
the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to
send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information
with respect to the limited market in penny stocks.

 The
additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions
in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

 Because
our Board of Directors does not intend to pay dividends on our common stock in the foreseeable future, stockholders may have to sell
their shares of our common stock to realize a return on their investment in the company.

 Holders
of our common stock are entitled to receive dividends if, and when, declared by our Board of Directors out of funds legally available.
To date, we have paid no dividends. Our Board of Directors does not intend to declare any dividends in the foreseeable future, but instead
intends to retain all earnings, if any, for use in our business operations. Accordingly, a return on an investment in shares of our common
stock may be realized only through a sale of such shares, if at all.

 Control
of Common Stock will Influence Decision Making

 Our
officers, directors and principal stockholders are able to exert significant influence over us and may make decisions that are not in
the best interests of all stockholders. Our officers, directors and principal stockholders (greater than 5% stockholders) collectively
own approximately 87.0% of our fully-diluted common stock. As a result of such ownership, these stockholders are able to affect the outcome
of, or exert significant influence over, all matters requiring stockholder approval, including the election and removal of directors
and any change in control. In particular, this concentration of ownership of our common stock could have the effect of delaying or preventing
a change of control of our company or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of
our company. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders
from realizing a premium over the market prices for their shares of our common stock.

 We
are an Emerging Growth Company Within the Meaning of the Securities Act.

 We
are an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including
if the market value of our common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year,
in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors
will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive
as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there
may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accountant standards used.

 Antitakeover
Protections

 Anti-takeover
provisions may limit the ability of another party to acquire us, which could cause our stock price to decline. Our articles of incorporation,
as amended, bylaws and Nevada law contain provisions that could discourage, delay or prevent a third party from acquiring us, even if
doing so may be beneficial to our stockholders. In addition, these provisions could limit the price investors would be willing to pay
in the future for shares of our common stock.

 Increased
Compliance Costs

 The
requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934,
as amended, and the requirements of the Sarbanes-Oxley Act of 2002, may strain our resources, increase our costs and distract management,
and we may be unable to comply with these requirements in a timely or cost-effective manner. As a public company, we need to comply with
laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of
the SEC, and requirements of the principal trading market upon which our common stock may trade, with which we are not required to comply
as a private company. As a result, the combined business will incur significant legal, accounting and other expenses that a private company
would not incur. Complying with these statutes, regulations and requirements will occupy a significant amount of the time of our board
of directors and management, will require us to have additional finance and accounting staff, may make it more difficult to attract and
retain qualified officers and members of our board of directors, particularly to serve on the audit committee, and may make some activities
more difficult, time consuming and costly. We will need to:

 institute
 a more comprehensive compliance function;

 establish
 new internal policies, such as those relating to disclosure controls and procedures and insider trading;

 design,
 establish, evaluate and maintain a system of internal control over financial reporting in compliance with the requirements of the
 Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

 prepare
 and distribute periodic reports in compliance with its obligations under the federal securities laws including the Securities Exchange
 Act of 1934, as amended, or Exchange Act;

 involve
 and retain to a greater degree outside counsel and accountants in the above activities; and

 establish
 an investor relations function.

 If
we are unable to accomplish these objectives in a timely and effective fashion for our business, our ability to comply with financial
reporting requirements and other rules that apply to reporting companies could be impaired. If our finance and accounting personnel insufficiently
support our business in fulfilling these public-company compliance obligations, or if we are unable to hire adequate finance and accounting
personnel, we could face significant legal liability, which could have a material adverse effect on our financial condition and results
of operations. Furthermore, if we identify any issues in complying with those requirements (for example, if our company or the independent
registered public accountants identified a material weakness or significant deficiency in our company's internal control over financial
reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect, our reputation
or investor perceptions of our company.

 Risks
Relating to Our Agreements with Tysadco Partners, LLC

 The
sale of our common stock to Tysadco may cause dilution, and the sale of the shares of common stock acquired by Tysadco, or the perception
that such sales may occur, could cause the price of our common stock to fall.

to a Purchase Agreement, Tysadco has committed to purchase up to an aggregate of $10,000,000 of our common stock. The shares that may
be sold pursuant to the Purchase Agreement in the future may be sold by us to Tysadco at our discretion from time to time, commencing
three years from February 9, 2024, the date the SEC declared the registration statement effective. The per share purchase price for the
shares that we may sell to Tysadco under the Purchase Agreement will fluctuate based on the price of our common stock, and will be equal
to 88% of the of the lowest daily volume weighted average price of our common stock during the
period of 10 trading days beginning five trading days preceding the day we deliver the applicable put notice to Tysadco. Depending
on market liquidity at the time, sales of shares of common stock to Tysadco may cause the trading price of our common stock to fall.

 We
generally have the right to control the timing and amount of any sales of our shares to Tysadco, except that, pursuant to the Purchase
Agreement, we may not sell shares to Tysadco if the sale would result in its beneficial ownership of more than 4.99% of our outstanding
common stock. Tysadco may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase
Agreement and, after it has acquired shares, Tysadco may sell all, some or none of those shares. Therefore, sales to Tysadco by us could
result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number
of shares of our common stock to Tysadco, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related
securities in the future at a time and at a price that we might otherwise wish to effect sales.

 Tysadco
will pay less than the then-prevailing market price for our common stock for purchases under the Purchase Agreement.

 The
common stock to be issued to Tysadco pursuant to the Purchase Agreement will be purchased at a 12% discount to the lowest volume weighted
average price of our common stock during the during the period of 10 trading days beginning five
trading days preceding the day we deliver the applicable put notice to Tysadco. Tysadco has a financial incentive to sell our
common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the
market price. If Tysadco sells the shares, the price of our common stock could decrease. If our stock price decreases, Tysadco may have
a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

 We
may not be able to put to Tysadco all $10,000,000 of shares available under the Purchase Agreement.

 The
Purchase Agreement provides for the purchase by Tysadco of up to $10,000,000 of shares of our common stock. Our ability to draw down
funds and sell shares under the Purchase Agreement requires the satisfaction of a number of conditions, including that the registration
statement of which this prospectus is a part be declared effective by the SEC and continue to be effective at the time of the put, as
well as Tysadco's compliance with its obligations under the Purchase Agreement. Accordingly, there can be no guarantee that we
will be able to draw down all or any portion of the $10,000,000 available to us under the Purchase Agreement.

 ITEM
1B. Unresolved Staff Comments

 Not
Applicable.

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy

 We
periodically assess risks from cybersecurity threats, and monitor our information systems for potential vulnerabilities. However, to
date, given the small size of our company and the nature of our operations, our reliance on information systems has been limited to the
use of standard off-the-shelf software (such as Google, QuickBooks and Microsoft Office) and the use by our employees of standard personal
computers. Accordingly, management has not implemented any formal process for assessing, identifying, and managing risks from cybersecurity
threats.

 Risks
from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition.
We discuss how cybersecurity incidents could materially affect us in our risk factor disclosures in Item 1A of this Annual Report on
Form 10-K.

 Governance

 As
discussed above, given the nature of our current operations and our experience to date, we do not currently perceive cybersecurity as
a particularly significant risk to our business. Accordingly, we have not tasked our Board of Directors with any additional cybersecurity
oversight duties, or designated any committee of the Board of Directors to specifically oversee cybersecurity risks to our business.

 ITEM
2. Properties

 Our
principal executive offices are located at 6605 Grand Montecito Pkwy., Suite 100, Las Vegas, NV 89149, Telephone No.: (800) 605-3210.
Our leased premises are shared and are utilized for corporate business offices. Our Nevada premises are subject to a month-to-month lease
agreement.

 We
believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities
as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as
needed to accommodate our operations.

 ITEM
3. Legal Proceedings

 Due
to challenging economic conditions, OWP SAS filed for protection un der Colombian Law 1116 of 2006,
which is the primary legislation governing business insolvency proceedings (restructuring and liquidation) ("Reorganization Proceedings")
in Colombia on December 22, 2023. As of December 31, 2023, OWP SAS is i nvolved in a total of 23 separate lawsuits for various
civil and labor disputes in the municipal civil courts in Colombia, in the Cities of Bogota, Cali. Funza and Popay n. If the civil
courts rule against OWP SAS, we estimate the potential liability from these claims is approximately $310,000. However, this is only an
estimate, and our potential liability could be greater.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 There
is a limited public market for our common stock. Shares of our common stock trade on the over-the-counter market and are quoted on the
OTCQB tier of the OTC Markets under the symbol "OWPC".

 The
following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on
the OTC Markets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

 High

 Low

 Fiscal Year Ended December
 31, 2023

 First

 $
 0.13

 $
 0.05

 Second

 $
 0.10

 $
 0.05

 Third

 $
 0.12

 $
 0.06

 Fourth

 $
 0.10

 $
 0.02

 Fiscal Year Ended December
 31, 2022

 First

 $
 0.14

 $
 0.08

 Second

 $
 0.24

 $
 0.07

 Third

 $
 0.19

 $
 0.09

 Fourth

 $
 0.13

 $
 0.07

 As
of May 13, 2024, there were approximately 77 shareholders of record of our common stock. Such number does not include any shareholders
holding shares in nominee or "street name". As of May 13, 2024, there were 104,329,919 shares of common stock outstanding
on record.

 Dividends

 We
have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable
future. The payment of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings,
our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development
and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our
board of directors, based upon the board's assessment of our financial condition and performance, earnings, need for funds, capital
requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences,
restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.

 Equity
Compensation Plan Information

 This
following table provides information about shares our common stock that may be issued under our options outstanding at December 31, 2023.
Other than individual options outstanding reflected in the table below, we did not have any shares authorized for issuance under equity
plans at December 31, 2023.

 Plan
 category

 of securities

 to
 be issued

 upon
 exercise of

 outstanding
 options,

 warrants
 and rights

 Weighted-average

 exercise
 price of

 outstanding
 options,

 warrants
 and rights

 of securities

 remaining
 available

 for
 future issuance

 under
 equity

 compensation
 plans

 (excluding
 securities

 reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation
 plans approved by security holders

 5,392,000

 $
 0.15

 4,608,000

 Equity
 compensation plans not approved by security holders (1)

 19,511,650

 0.24

 N/A

 Total

 21,753,650

 $
 0.23

 5,258,000

 (1)
 Represents options to purchase 5,500,000 shares of common stock at a per share exercise price of $0.13 issued outside of our option
plan to our CEO, Isiah L. Thomas, III, and warrants to purchase a total of 12,011,650 and 2,000,000 shares of common stock at $0.25 and
$0.50 per share, respectively.

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

 Recent
Sales of Unregistered Securities

Stock Issued for Series B Preferred Stock Conversions

 On
November 16, 2023, a shareholder converted 10,000 shares of Series B Preferred Stock into 1,000,000 shares of common stock, restricted
in accordance with Rule 144, to Tysadco Partners, LLC.

Stock Sales

 On
October 2, 2023, the Company sold 1,000,000 shares of common stock, restricted in accordance with Rule 144, to an accredited investor
for proceeds of $100,000.

Stock Issued as Consideration on Debt Financing

 On
December 7, 2023, the Company issued 269,261, restricted in accordance with Rule 144, to AJB Capital as consideration on debt financing.

Stock Issued for Services

 On
November 21, 2023, the Company issued 250,000 shares of common stock, restricted in accordance with Rule 144, to a consultant for services
provided.

 On
October 4, 2023, the Company issued 572,083 shares of common stock, restricted in accordance with Rule 144, to ClearThink Capital Partners,
LLC, for services provided.

 In
connection with the above security issuances, we did not pay any underwriting discounts or commissions. None of the sales of securities
described or referred to above was registered under the Securities Act. In making the sales without registration under the Securities
Act, we relied upon one or more of the exemptions from registration contained in Section 4(2) of the Securities Act, and in Regulation
D promulgated under the Securities Act. No general solicitation or advertising was used in connection with the sales.

 ITEM
6. Selected Financial Data

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 This
discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company
for the fiscal years ended December 31, 2023 and 2022. The discussion and analysis that follows should be read together with the section
entitled "Forward Looking Statements" and our financial statements and the notes to the financial statements included elsewhere
in this annual report on Form 10-K.

 Except
for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties
and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made
by us in this report.

 Overview

 We
plan to be a producer of and/or source raw and processed cannabis and hemp plant ingredients for both medical and industrial uses across
the globe. The Company is a holding company and conducts its business in Colombia through OWP SAS, its wholly-owned subsidiary. OWP SAS
has received licenses from the Colombian government to cultivate, produce and distribute the raw ingredients of the cannabis and hemp
plant for medicinal, scientific and industrial purposes in the town of Esmeralda-Popay n, Cauca, Colombia.

 We
are in the process of acquiring another Colombian subsidiary within the Bogota free trade zone, which has all requisite
licenses for the cultivation, production, distribution and export of cannabis and hemp infused products, and will serve as the Company's
primary base of operations in the Colombian market. Establishing operations within the free trade zone provides favorable import/export
commercial terms and taxation, and will improve logistics and the overall operating efficiencies for the Company due to the close proximity
of El Dorado International Airport and the commercial, economic and cultural center of the city of Bogota itself.

 OWP
SAS owns approximately 30 acres and has a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition,
we entered into agreements with a local farming co-operative, under which they will cultivate cannabis on up to approximately 140 acres
of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We planted our first
crop of cannabis in 2018, which we harvested in the first quarter of 2019 for the purpose of further research and development activities
and quality control testing of the cannabis we have produced.

 We
have generated revenues since the second quarter of 2020. Between August 2021 and March 2022, we made payments of approximately $1,400,000
for the purchase of a state-of-the-art distillation machine that cleared customs and is currently located in a warehouse near Bogota.
We intend to build out an extraction and production facility in the Bogota free trade zone adjacent to El Dorado International Airport
in Bogota after we execute a lease for this location. Once the extraction equipment is placed in
service, we will be one of the few companies in Colombia to both hold licenses and possess the capability to extract high-quality CBD
and THC oils.

 Due
to challenging economic conditions and under prior management, OWP SAS experienced significant operational and managerial challenges
in 2022 and 2023, resulting its accumulation of financial obligations of approximately $1.2 million, which are substantially past due.
Without adequate resources and in an effort to forestall the imposition of interest, late charges, fines and any court-mandated order(s)
to cease operations, OWP SAS filed for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business
insolvency proceedings (restructuring and liquidation) ("Reorganization Proceedings") in Colombia on December 22, 2023. During
the Reorganization Proceeding, management intends to satisfy OWP SAS's continuing financial obligations through the negotiation
and/or settlement with creditors and the Colombian governmental authorities. Subject to court approval, the Company intends to continue
normal operations, which consists of providing cannabinoids in bulk for the domestic and international markets, including the raw material
for our brands and affiliate companies. At this time, the Company cannot predict the length of time of the Reorganization Proceeding.
The Company has deconsolidated its foreign subsidiaries until it emerges from the Reorganization Proceedings to include the petitioning
entity, OWP SAS, as well as the Company's non-operating shell entities, Agrobase, S.A.S. and Hope Colombia, S.A.S., given the lack
of independently identifiable operations. The deconsolidation resulted in a loss on deconsolidation of foreign subsidiaries in the amount
of $1,564,823 for the year ended December 31, 2023.

 We
expect to start exporting products in 2024, including CBD flower and distillate oil. Our product pipeline may include premium coffee
certified by the Colombian National Coffee Federation infused with CBD, teas infused with CBD and a series of wellness products, including
sports CBD energy drinks for optimum performance, CBD facial and body creams for anti-inflammatory and anti-aging use and white label
commercial agreements with partners in Europe, USA, and Latin America. We recently entered into strategic partnerships with Smokiez Edibles
in Colombia and Stephen Marley's Kx Family Care. There can be no assurances that these strategic partnerships will generate revenues
or be profitable for the Company.

 Critical
Accounting Policies

 The
establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial
statements in accordance with generally accepted accounting principles in the United States ("GAAP"), as well as ensuring
compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from
which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding
a given set of facts and circumstances and a complex series of decisions.

 Basis
of Presentation

 The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission ("SEC"). All references to Generally Accepted Accounting
Principles ("GAAP") are in accordance with The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") and the Hierarchy of Generally Accepted Accounting Principles.

 These
statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for
fair presentation of the information contained therein.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control
and ownership at December 31, 2023:

 State
 of

 Name
 of Entity

 Incorporation

 Relationship

 One
 World Products, Inc. (1)

 Nevada

 Parent

 OWP
 Ventures, Inc. (2)

 Delaware

 One
 World Pharma S.A.S. (3)(6)

 Colombian
 Hope, S.A.S. (4)(6)

 Agrobase,
 S.A.S. (5)(6)

 (1)

 Holding
 company in the form of a corporation.

 (2)

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

 (3)

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

 (4)

 subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock
 company. This company has yet to incur any substantive income or expenses.

 (5)

 subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock
 company. This company has yet to incur any substantive income or expenses.

 (6)

 Deconsolidated
 subsidiary post-petition for reorganization under Colombian Law 1116 of 2006 on December 22,
 2023. The operations prior to December 22, 2023 have been included in the Consolidated Financial Statements for the Year Ended
 December 31, 2023, but the assets and liabilities of the subsidiaries have been deconsolidated and omitted from the Balance Sheet
 for the Year Ended December 31, 2023.

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

 Foreign
Currency Translation

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

 Comprehensive

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

 Use
of Estimates

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

 Segment
Reporting

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

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

 Revenue
Recognition

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

 Stock-Based

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

 Basic
and Diluted Loss Per Share

 The
basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted
net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2023 and 2022, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 Results
of Operations for the Years ended December 31, 2023 and 2022

 The
following table summarizes selected items from the statement of operations for the years ended December 31, 2023 and 2022.

 For
 the Years Ended

 31,

 Increase
 /

 2023

 2022

 (Decrease)

 Revenues

 $
 7,589

 $
 125,662

 $
 (118,073
)

 Cost
 of goods sold

 173,122

 300,757

 (127,635
)

 Gross
 loss

 (165,533
)

 (175,095
)

 (9,562
)

 Operating expenses:

 and administrative

 1,289,656

 1,587,017

 (297,361
)

 Professional
 fees

 591,416

 431,737

 159,679

 expense

 34,266

 42,287

 (8,021
)

 Total
 operating expenses:

 1,915,338

 2,061,041

 (145,703
)

 loss

 (2,080,871
)

 (2,236,136
)

 (155,265
)

 Total
 other expense

 (1,872,450
)

 (823,341
)

 1,049,109

 Net
 loss

 $
 (3,953,321
)

 $
 (3,059,477
)

 $
 (670,979
)

 Revenues

 Revenues
for the year ended December 31, 2023 were $7,589, compared to $125,662 during the year ended December 31, 2022, a decrease of $118,073,
or 94%. Revenues decreased as we transitioned to new management at our operating facility.

 Cost
of Goods Sold

 Cost
of goods sold for the year ended December 31, 2023 were $173,122, compared to $300,757 during the year ended December 31, 2022, a decrease
of $127,635, or 42%. Cost of goods sold consists primarily of labor, depreciation and maintenance on cultivation and production equipment,
and supplies consumed in our operations. Our gross margins were approximately negative 2,181% for the year ended December 31, 2023, compared
to negative 139% during the year ended December 31, 2022. Costs of goods sold decreased as we transitioned to new management at our operating
facility.

and Administrative Expenses

and administrative expenses for the year ended December 31, 2023 were $1,289,656, compared to $1,587,017 for the year ended December
31, 2022, a decrease of $297,361, or 19%. General and administrative expenses decreased primarily due to decreased salaries and wages
and lease expenses in Colombia over the comparative period, as we transitioned to new management. The expenses for the current period
consisted primarily of compensation expenses, office rent, and travel costs, including $207,233 of stock-based compensation, which consisted
$89,850 of common stock and $117,383 of stock options that were issued to our officers. The expenses for the prior period consisted primarily
of compensation expenses, office rent, and travel costs, including $117,388 of stock-based compensation, which consisted entirely of
expense related to stock options that were issued to our officers. Stock-based compensation increased by $89,845, or 77%, for the year
ended December 31, 2023, compared to the year ended December 31, 2022.

 Professional
Fees

 Professional
fees for the year ended December 31, 2023 were $591,416, compared to $431,737 during the year ended 2022, an increase of $159,679, or
37%. Professional fees included non-cash stock-based compensation of $278,353, consisting of $243,987 of common stock and $34,366 of
stock options expense, during the year ended December 31, 2023, compared to $47,232, consisting entirely of stock options expense, during
the year ended December 31, 2022, an increase of $231,121, or 489%. Professional fees increased primarily due to increased stock-based
compensation during the current period.

Expense

 We
had $34,266 of depreciation expense for the year ended December 31, 2023, compared to $42,287 of depreciation expense for the year ended
December 31, 2022, a decrease of $8,021, or 19%. Depreciation expense decreased due to the prior year disposal of office equipment.

 Other
Income (Expense)

 Other
expenses, on a net basis, for the year ended December 31, 2023 were $1,872,450, compared to other expenses, on a net basis, of $823,341
for the year ended December 31, 2022. Other expense during the year ended December 31, 2023 consisted of a loss on disposal of fixed
assets of $3,290, a loss of $1,564,823 on the deconsolidation of our foreign subsidiaries, and $308,741 of interest expense, including
$19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements, as partially offset by a gain
of $4,397 on the early extinguishment of leases and $7 of interest income. Other expenses for the year ended December 31, 2022 consisted
of a loss on disposal of fixed assets of $9,041, and $956,858 of interest expense, including $339,133 on shares of series B preferred
stock and common stock issued as commitment fees to Tysadco Partners on debt financing arrangements, as partially offset by $1,000 of
sublease income, a gain on early extinguishment of leases of $20,148, a gain on forgiveness of PPP loan of $121,372 and $38 of interest
income.

 Net
Loss

 Net
loss for the year ended December 31, 2023 was $3,953,321, or $0.05 per share, compared to $3,059,477, or $0.05 per share, during the
year ended December 31, 2022, an increase of $893,844, or 29%. The net loss for the year ended December 31, 2023 included non-cash expenses
consisting of $34,266 of depreciation, a $3,290 loss on disposal of fixed assets, a loss of $1,564,823 on the deconsolidation of our
foreign subsidiaries, $505,189 of stock-based compensation, and $308,741 of interest expense, including $55,539 on the amortization of
debt discounts and $19,603 on shares of common stock issued as commitment fees to AJB Capital on debt financing arrangements. The net
loss for the year ended December 31, 2022 included non-cash expenses consisting of $42,287 of depreciation, a $9,041 loss on disposal
of fixed assets, $503,753 of stock-based compensation, and $956,858 of interest expense, including $412,673 on the amortization of debt
discounts and $339,133 on shares of series B preferred stock and common stock issued as commitment fees to Tysadco Partners on debt financing
arrangements.

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had current assets of $13,882, consisting of cash of $726 and other current assets of $13,156. The
Company's current liabilities as of December 31, 2023 were $3,872,111, consisting of $528,645 of accounts payable, $939,368 of
accrued expenses, $196,734 of dividends payable, a convertible note payable to a related party in the amount of $750,000, and $1,457,364
of debts, including $1,146,500 owed to related parties.

 The
following table summarizes our total current assets, liabilities and working capital at December 31, 2023 and 2022.

 31,

 2023

 2022

 $
 13,882

 $
 123,467

 $
 3,872,111

 $
 2,227,435

 Working
 Capital

 $
 (3,858,229
)

 $
 (2,103,968
)

 The
following table summarizes our cash flows during the years ended December 31, 2023 and 2022, respectively.

 For the Year
 Ended

 31,

 2023

 2022

 Net cash used
 in operating activities

 $
 (1,194,131
)

 $
 (1,380,483
)

 Net cash used in investing
 activities

 (5,046
)

 (36,851
)

 Net cash provided by financing
 activities

 1,059,500

 1,317,581

 Effect of exchange rate changes
 on cash

 131,046

 (8,909
)

 Cash
 removed in deconsolidated foreign subsidiaries

 (1,659
)

 -

 Net
 change in cash

 $
 (10,290
)

 $
 (108,662
)

 The
decrease in funds used in operating activities for the year ended December 31, 2023, compared to the year ended December 31, 2022, was
primarily due to decreased operations in the current year as capital resources tightened.

 The
decrease in funds used in investing activities for the year ended December 31, 2023, compared to the year ended December 31, 2022, was
due primarily to decreased purchases of fixed assets in the year ended December 31, 2023.

 The
decrease in funds provided by financing activities for the year ended December 31, 2023, compared to the year ended December 31, 2022,
was due primarily to $558,081 of decreased net debt financing proceeds received, as partially offset by $300,000 of increased proceeds
received from the sale of our securities during the year ended December 31, 2023.

 Satisfaction
of our Cash Obligations for the Next 12 Months

 As
of December 31, 2023, we had $726 of cash on hand and negative working capital of $3,858,229. On April 19, 2024, we raised approximately $1.47 million from the sale of convertible notes in the amount of
$1.6 million to two accredited investors, which included the issuance of 2 million shares as a commitment fee to one investor and a pre-funded
warrant to purchase 8,666,667 shares of our common stock to the other investor, of which approximately $620,000 was used to partially
pay off outstanding debts. We do not currently have sufficient funds
to fund our operations at their current levels for the next twelve months. As we implement our cannabis cultivation business and attempt
to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable,
and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon
our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised
funds primarily through the sale of equity securities. We will need, and are currently seeking, additional funds to operate our business.
No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory
to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution
for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives
and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we
achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or
increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.

 The
accompanying consolidated financial statements appearing in this 10-K have been prepared assuming that we will continue as a going concern,
which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 Off-Balance
Sheet Arrangements

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

 ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. Financial Statements and Supplementary Data

 ONE

FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 TABLE
OF CONTENTS

 Page

 Report
 of Independent Registered Public Accounting Firm, M&K CPAS, PLLC (PCAOB ID: 2738)

 Consolidated
 Balance Sheets as of December 31, 2023 and 2022

 Consolidated
 Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated
 Statement of Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of One World Products, Inc. and subsidiaries

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of One World Products, Inc. and subsidiaries (the Company) as of December 31,
2023 and 2022, and the related consolidated statements of operations and comprehensive loss, consolidated stockholders' equity
(deficit) and consolidated cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively
referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United
States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency,
which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are
also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Preferred Stock

 As
discussed in Note 17, the Company has complex financial instruments due to the issued and outstanding preferred stock, resulting in the
classification of the financial instruments outside of permanent equity due to the terms of the instruments. Given the factors, the related
audit effort in evaluating management's judgments in determining the appropriate classification was extensive and required a high
degree of auditor judgment.

 We
tested the Company's classification of the financial instruments by examining and evaluating the agreements along with management's
evaluation of the key terms and management's disclosure of the transactions.

 /s/
 M&K CPAS, PLLC

 We
have served as the Company's auditor since 2018.

 Houston,
TX

 May

 F- 1

 ONE

BALANCE SHEETS

 31,

 31,

 2023

 2022

 Current assets:

 Cash

 $

 $

 receivable

 -

 12,355

 -

 54,153

 Other

 13,156

 45,943

 Total

 13,882

 123,467

 Other assets

 -

 179,927

 Right-of-use assets

 -

 425,969

 Security deposits

 85,000

 1,449,808

 Fixed
 assets, net

 -

 988,536

 Total

 $
 98,882

 $
 3,167,707

 and Stockholders' Equity (Deficit)

 Current liabilities:

 $
 528,645

 $
 798,067

 expenses

 939,368

 948,458

 Deferred
 revenues

 -

 11,808

 Dividends

 196,734

 137,843

 portion of lease liabilities

 -

 86,235

 note payable, related party, current maturities

 -

 Notes
 payable, related parties, current maturities

 1,146,500

 99,500

 Notes
 payable, net of $ 24,136 of debt discounts at December 31, 2023

 Notes

 Total
 current liabilities

 3,872,111

 2,227,435

 Long-term lease liability

 -

 341,680

 Convertible note payable,
 related party

 -

 Notes
 payable, related parties, long-term portion

 -

 900,000

 Total

 3,872,111

 4,219,115

 A convertible preferred stock, $ 0.001
 par value, 500,000
 shares authorized; 99,733
 and 70,233
 shares issued and outstanding at December
 31, 2023 and 2022, respectively

 997,330

 702,330

 B convertible preferred stock, $ 0.001
 par value, 600,000
 shares authorized; 238,501
 and 272,168
 shares issued and outstanding at December
 31, 2023 and 2022, respectively

 4,082,520

 preferred stock value

 4,082,520

 Stockholders' Equity
 (Deficit):

 stock, $ 0.001 par
 value, 9,200,000 shares
 authorized; no shares
 issued and outstanding at December 31, 2023 and 2022, respectively

 -

 -

 stock, $ 0.001 par
 value, 300,000,000 shares
 authorized; 79,827,618 and
 67,202,907 shares
 issued and outstanding at December 31, 2023 and 2022, respectively

 79,828

 67,203

 Additional
 paid-in capital

 18,414,456

 17,123,603

 Subscriptions

 -

 other comprehensive income (loss)

 42,328

 ( 50,699
)

 (deficit)

 ( 26,929,686
)

 ( 22,976,365
)

 Total
 Stockholders' Equity (Deficit)

 ( 8,348,074
)

 ( 5,836,258
)

 Total
 Liabilities and Stockholders' Equity (Deficit)

 $
 98,882

 $
 3,167,707

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 ONE

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2023

 2022

 For
 the Years Ended

 31,

 2023

 2022

 Revenues

 $
 7,589

 $
 125,662

 Cost
 of goods sold

 173,122

 300,757

 Gross
 loss

 ( 165,533
)

 ( 175,095
)

 Operating expenses:

 and administrative

 1,289,656

 1,587,017

 Professional
 fees

 591,416

 431,737

 expense

 34,266

 42,287

 Total
 operating expenses

 1,915,338

 2,061,041

 loss

 ( 2,080,871
)

 ( 2,236,136
)

 Other income (expense):

 Sublease
 income

 -

 1,000

 Loss on
 sale of fixed assets

 ( 3,290
)

 ( 9,041
)

 Gain on
 early extinguishment of lease

 4,397

 20,148

 Gain on
 early extinguishment of debt

 -

 121,372

 Loss on
 deconsolidation of foreign subsidiaries

 ( 1,564,823
)

 -

 income

 expense

 ( 308,741
)

 ( 956,858
)

 Total
 other expense

 ( 1,872,450
)

 ( 823,341
)

 Net loss

 $
 ( 3,953,321
)

 $
 ( 3,059,477
)

 Other comprehensive loss:

 Gain
 on foreign currency translation

 $
 93,027

 $
 13,648

 Net other comprehensive loss

 $
 ( 3,860,294
)

 $
 ( 3,045,829
)

 A convertible preferred stock declared ($ 0.60
 per share)

)

 ( 38,923
)

 Net
 loss attributable to common shareholders

 $
 ( 3,919,185
)

 $
 ( 3,084,752
)

 average number of common shares outstanding - basic and diluted

 73,334,678

 66,191,644

 Net
 loss per share - basic and diluted

 $
 ( 0.05
)

 $
 ( 0.05
)

 Dividends
 declared per share of common stock

 $
 0.00

 $
 0.00

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 ONE

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 Capital

 Payable

 (Loss)

 Deficit

 (Deficit)

 Series A Convertible

 Stock

 Series B Convertible

 Stock

 Stock

 Additional

 Paid-In

 Subscriptions

 Other

 Comprehensive

 Total

 Stockholders'
Equity

 Capital

 Payable

 (Loss)

 Deficit

 (Deficit)

 Balance, December 31, 2021

 65,233

 $
 652,330

 238,501

 $

 65,599,565

 $
 65,600

 $
 16,843,656

 $
 21,725

 $
 ( 64,347
)

 $
 ( 19,916,888
)

 $
 ( 3,050,254
)

 stock sold for cash

 5,000

 50,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Series B convertible preferred
 stock sold for cash

 -

 -

 20,000

 300,000

 -

 -

 -

 -

 -

 -

 -

 Series B convertible preferred
 stock issued as commitment fee on ELOC

 -

 -

 13,667

 205,005

 -

 -

 -

 -

 -

 -

 -

 Common stock issued for services

 -

 -

 -

 -

 1,603,342

 1,603

 154,250

 ( 21,725
)

 -

 -

 134,128

 Amortization of common stock
 options issued for services

 -

 -

 -

 -

 -

 -

 164,620

 -

 -

 -

 164,620

 stock dividends declared ($ 0.60
 per share)

 -

 -

 -

 -

 -

 -

 ( 38,923
)

 -

 -

 -

 ( 38,923
)

 Gain on foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 -

 13,648

 -

 13,648

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 3,059,477
)

 ( 3,059,477
)

 Balance, December 31, 2022

 70,233

 $
 702,330

 272,168

 $
 4,082,520

 67,202,907

 $
 67,203

 $
 17,123,603

 $
 -

 $
 ( 50,699
)

 $
 ( 22,976,365
)

 $
 ( 5,836,258
)

 Balance

 70,233

 $
 702,330

 272,168

 $
 4,082,520

 67,202,907

 $
 67,203

 $
 17,123,603

 $
 -

 $
 ( 50,699
)

 $
 ( 22,976,365
)

 $
 ( 5,836,258
)

 stock sold for cash

 25,000

 250,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Series A Convertible Preferred
 Stock issued for services

 4,500

 -

 -

 -

 -

 -

 -

 -

 Series B preferred stock conversions

 -

 -

 ( 33,667
)

 ( 505,005
)

 3,366,700

 3,367

 501,638

 -

 -

 -

 505,005

 Common stock issued for services

 -

 -

 -

 -

 3,591,344

 3,591

 259,849

 -

 -

 -

 263,440

 Commitment shares issued pursuant
 to promissory note

 -

 -

 -

 -

 1,666,667

 1,667

 40,508

 -

 -

 -

 42,175

 Common stock sold for cash

 -

 -

 -

 -

 4,000,000

 4,000

 396,000

 -

 -

 -

 400,000

 Amortization of common stock
 options issued for services

 -

 -

 -

 -

 -

 -

 151,749

 -

 -

 -

 151,749

 stock dividends declared ($ 0.60
 per share)

 -

 -

 -

 -

 -

 -

)

 -

 -

 -

)

 stock dividends declared

 -

 -

 -

 -

 -

 -

)

 -

 -

 -

)

 Gain on foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 -

 93,027

 -

 93,027

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 3,953,321
)

 ( 3,953,321
)

 Balance, December 31,
 2023

 99,733

 $
 997,330

 238,501

 $

 79,827,618

 $
 79,828

 $
 18,414,456

 $

 $
 42,328

 $
 ( 26,929,686
)

 $
 ( 8,348,074
)

 Balance

 99,733

 $
 997,330

 238,501

 $

 79,827,618

 $
 79,828

 $
 18,414,456

 $

 $
 42,328

 $
 ( 26,929,686
)

 $
 ( 8,348,074
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 ONE

STATEMENTS OF CASH FLOWS

 2023

 2022

 For
 the Years Ended

 31,

 2023

 2022

 Cash flows
 from operating activities

 Net loss

 $
 ( 3,953,321
)

 $
 ( 3,059,477
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 and amortization expense

 34,266

 42,287

 Loss on
 disposal of fixed assets

 3,290

 9,041

 Gain on
 early extinguishment of lease

 ( 4,397
)

 ( 20,148
)

 Gain on
 early extinguishment of debt

 -

 ( 121,372
)

 Loss on
 deconsolidation of foreign subsidiaries

 1,564,823

 -

 Amortization
 of debt discounts

 55,539

 412,673

 A preferred stock issued for services

 90,000

 -

 stock issued for services

 263,440

 339,133

 Stock
 options issued for services

 151,749

 164,620

 Decrease
 (increase) in assets:

 receivable

 12,355

 7,525

 8,362

 144,442

 Other

 30,101

 112,893

 Other

 ( 46,615
)

 ( 32,733
)

 Right-of-use

 34,391

 118,347

 Security
 deposits

 -

 ( 193,820
)

 Increase
 (decrease) in liabilities:

 132,138

 317,921

 expenses

 473,497

 492,794

 Deferred
 revenues

 ( 11,808
)

 ( 18,356
)

 Lease
 liability

 ( 31,940
)

 ( 96,253
)

 Net
 cash used in operating activities

 ( 1,194,130
)

 ( 1,380,483
)

 Cash flows
 from investing activities

 received on sale of fixed assets

 -

 6,350

 Purchase
 of fixed assets

 ( 5,046
)

 ( 43,201
)

 Net
 cash used in investing activities

 ( 5,046
)

 ( 36,851
)

 Cash flows
 from financing activities

 received on convertible note payable

 -

 Repayment
 of convertible note payable

 -

 ( 750,000
)

 from notes payable, related parties

 147,000

 99,500

 from notes payable

 262,500

 868,081

 from sale of preferred and common stock

 650,000

 350,000

 Net
 cash provided by financing activities

 1,059,500

 1,317,581

 Effect
 of exchange rate changes on cash

 131,046

 ( 8,909
)

 Cash
 removed in deconsolidated foreign subsidiaries

 ( 1,659
)

 -

 Net increase (decrease) in
 cash

 ( 10,290
)

 ( 108,662
)

 Cash
 - beginning

 119,678

 Cash
 - ending

 $

 $

 Supplemental disclosures:

 paid

 $
 93,809

 $
 117,112

 taxes paid

 $
 -

 $
 -

 Non-cash investing and financing
 transactions:

 Dividends

 $
 58,891

 $
 38,923

 Initial
 recognition of right-of-use assets and lease liabilities

 $
 -

 $
 1,962,998

 Deposit
 on equipment settled with note payable

 $
 35,000

 $
 -

 payable settled with exchange of equipment

 $
 9,158

 $
 -

 Value
 of debt discounts attributable to commitment shares

 $
 42,175

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 ONE

 NOTES

 Note
1 – Nature of Business and Significant Accounting Policies

 Overview

 On
December 22, 2023, our wholly-owned subsidiary, One World Products, S.A.S., a Colombian Simplified Shares Company, ("OWP SAS,"
or "the Debtors"), f iled for protection under Colombian Law 1116 of 2006, which is
the primary legislation governing business insolvency proceedings (restructuring and liquidation) ("Reorganization Proceedings")
in Colombia. The Reorganization Proceeds are similar to Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy
Code") in the United States, whereby the Company intends to restructure its debts and continue to operate.

 In
connection with the Reorganization Proceedings, we paused production and sales of our cannabis operations in Colombia until the Court
provides the Company with a plan of reorganization, at which time the Company intends to resume operations and satisfy its obligations
in Colombia in accordance with the court's plan. Furthermore, we continued our aggressive cost-cutting actions that included significant
personnel reductions. As a result of these actions, OWP SAS has no revenue-producing
operations. The Company's primary operations during the fourth quarter of 2023, and to date in 2024, have consisted of activities
associated with completing the Reorganization Proceedings, resolving substantial litigation, claims reconciliation, and preparing for
emergence from Reorganization Proceedings as contemplated in the yet to be determined, Proposed
Plan.

 Upon
the date that the Proposed Plan, which is yet to be determined and remains subject to court approval, becomes effective (the "Effective
Date"), and subject to the effectiveness of the Proposed Plan, it is contemplated that the near term operations of the Company
(also referred to as the "Post-Effective Date Debtors") will consist of (a) claims administration under the Proposed Plan,
(b) addressing the litigation, (c) prosecuting, pursuing, compromising, settling, or otherwise disposing of other retained causes of
action, (d) defending the Company against any counterclaims, (e) attempting to realize value, if any, from our assets and (f) satisfying
other regulatory requirements.

 In
the future, the Post-Effective Date Debtors expect to explore potential business opportunities, including strategic partnerships, including
those designed to maximize the Debtor's assets, including restoration of the Company's cannabis operations. No assurance
can be made that the Proposed Plan will become effective or that we will be successful in prosecuting any claim or cause of action or
that any strategic alternative will be identified and/or would result in profitable operations.

 In
accordance with ASC 810-10-15, the Company has deconsolidated its foreign subsidiaries until it emerges from the Reorganization Proceedings
to include the petitioning entity, OWP SAS, as well as the Company's non-operating shell entities, Agrobase, S.A.S. and Hope Colombia,
S.A.S., given the lack of independently identifiable operations. The deconsolidation resulted in a loss on deconsolidation of foreign
subsidiaries in the amount of $ 1,564,823
 for the year ended December 31, 2023.

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

 F- 6

 ONE

 NOTES

 OWP
Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it
acquired OWP SAS. OWP SAS is a licensed cannabis cultivation, production and distribution (export) company located in Popay n,
Colombia (nearest major city is Cali). We plan to be a producer of and/or source raw and processed cannabis and hemp plant ingredients
for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients
of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia
to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and
manufacturing allowing for extraction and export. Currently, we own approximately 30 acres and have a covered greenhouse built specifically
to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming cooperatives that include
small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our
seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We began harvesting cannabis in the
first quarter of 2019 for the purpose of further research and development activities, quality control testing and extraction. We have
generated revenue since the second quarter of 2020. During the first quarter of 2022, we made payments of approximately $ 1,400,000
 for a state-of-the-art distillation machine that
cleared customs and is currently located in a warehouse near Bogota.

 Basis
of Presentation

 The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission ("SEC"). All references to Generally Accepted Accounting
Principles ("GAAP") are in accordance with The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") and the Hierarchy of Generally Accepted Accounting Principles.

 These
statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for
fair presentation of the information contained therein.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control
and ownership at December 31, 2023:

of Common Control and Ownership Interest

 State of

 Name
 of Entity

 Incorporation

 Relationship

 One
 World Products, Inc. (1)

 Nevada

 Parent

 OWP
 Ventures, Inc. (2)

 Delaware

 One
 World Pharma S.A.S. (3)(6)

 Colombian
 Hope, S.A.S. (4)(6)

 Agrobase,
 S.A.S. (5)(6)

 (1)

 Holding
 company in the form of a corporation.

 (2)

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

 (3)

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

 (4)

 subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock
 company. This company has yet to incur any substantive income or expenses.

 (5)

 subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock
 company. This company has yet to incur any substantive income or expenses.

 (6)

 Deconsolidated
 subsidiary post-petition for reorganization under Colombian Law 1116 of 2006 on December 22, 2023. The operations prior to December
 22, 2023 have been included in the Consolidated Financial Statements for the Year Ended December 31, 2023, but the assets and liabilities
 of the subsidiaries have been deconsolidated and omitted from the Balance Sheet for the Year Ended December 31, 2023.

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

 Reclassifications

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

 F- 7

 ONE

 NOTES

 Foreign
Currency Translation

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

 Comprehensive

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

 Use
of Estimates

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

 Segment
Reporting

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

 Fair
Value of Financial Instruments

 The
Company discloses the fair value of certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures
(ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances
disclosure requirements for fair value measures. The three levels are defined as follows:

 -

 Level
 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 -

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 -

 Level
 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 The
carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value
primarily due to the short-term nature of the instruments.

 Cash
in Excess of FDIC Insured Limits

 The
Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by
the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000,
under current regulations. The Company did no t
have any cash in excess of FDIC insured limits at December 31, 2023, and has not experienced any losses in such accounts.

 F- 8

 ONE

 NOTES

 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.

 Fixed

 Fixed
assets are stated at the lower of cost or estimated net recoverable amount. 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 based on the following
life expectancy:

of Estimated Useful Lives of Fixed Assets

 Buildings

 years

 Office equipment

 years

 Furniture and fixtures

 years

 Equipment and machinery

 years

 Leasehold improvements

 Term
 of lease

 Repairs
and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extended the useful
life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold,
the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes
revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following
steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction
price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance
obligation is satisfied. The Company's sales to date have primarily consisted of the sale of seeds. These sales include multi-element
arrangements whereby the Company collects 50% of the sale upon delivery of the sales, and the remaining 50% upon the completion of the
harvest, whether the seeds result in a successful crop, or not. In addition, the Company has a right of first refusal to purchase products
resulting from the harvest. At December 31, 2023, the Company didn't have any deferred revenues or deferred cost of goods sold
outstanding.

 Advertising
Costs

 The
Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 10,350
 and $ 80,498

 Stock-Based

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

 Basic
and Diluted Loss Per Share

 The
basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted
net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2023 and 2022, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Taxes

 The
Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and
liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.
The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more
likely than not.

 F- 9

 ONE

 NOTES

 Uncertain
Tax Positions

 In
accordance with ASC 740, "Income Taxes" ("ASC 740"), the Company recognizes the tax benefit from an uncertain
tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities
based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance
on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 Various
taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's
tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating
the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for
probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited
and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

 The
assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's
various filing positions.

 Recent
Accounting Pronouncements

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

 In
July 2023, the FASB issued Accounting Standards Update ("ASU") 2023-03 to amend various SEC paragraphs in the Accounting
Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, " Presentation
of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from
Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant
to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic
6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. " ASU
2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022
Emerging Issues Task Force ("EITF") Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General
Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a material
impact on our 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 financial statements, the Company had $ 3,858,229
 of negative working capital as of December 31,
2023, has incurred recurring losses from operations resulting in an accumulated deficit of $ 26,929,686
 as of December 31, 2023, and its cash on hand
may not be sufficient to sustain operations. These factors raise substantial doubt about the Company's ability to continue as a
going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional
sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The
accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern.

 The
financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability
to continue as a going concern. These 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.

 F- 10

 ONE

 NOTES

 Note
3 – Deconsolidation of Foreign Subsidiaries

 On
December 22, 2023, our wholly-owned subsidiary, One World Products, S.A.S., a Colombian Simplified Shares Company, f iled
for protection under Colombian Law 1116 of 2006, which is the primary legislation governing business insolvency proceedings
(restructuring and liquidation) ("Reorganization Proceedings") in Colombia. The Reorganization Proceeds are
similar to Chapter 11 of the Bankruptcy Code in the United States, whereby the Company intends to restructure its debts and continue
to operate. The plan of reorganization and assessment of valid claims has not yet been determined, or approved by the court and
creditors, as necessary. OWP SAS has currently identified approximately 23 creditors, consisting of approximately $ 1.2 million
of financial obligations, collectively. In accordance with ASC 810-10-15, the Company has deconsolidated its foreign subsidiaries
until it emerges from the Reorganization Proceedings to include the petitioning entity, OWP SAS. Given the lack of independently
identifiable operations, the Company has also deconsolidated its non-operating shell entities, Agrobase, S.A.S. and Hope Colombia,
S.A.S (collectively, the "Foreign Subsidiaries"). The deconsolidation resulted in a loss on deconsolidation of foreign
subsidiaries in the amount of $ 1,564,823 for
the year ended December 31, 2023. There were no income, losses or cash flows within the Foreign Subsidiaries between the date
of petition on December 22, 2023 and December 31, 2023. A summary of the deconsolidated condensed combined balance sheet of the
Foreign Subsidiaries as of December 31, 2023 is as follows:

of Deconsolidated Balance sheet of Foreign Subsidiaries

 FOREIGN
SUBSIDIARIES

 CONDENSED
CONSOLIDATED BALANCE SHEET

 31,

 2023

 assets:

 Cash

 $
 1,660

 45,791

 Other

 2,687

 Total

 50,138

 Other

 226,542

 Fixed
 assets, net

 2,346,281

 Total

 $
 2,622,961

 and Stockholders' Equity (Deficit)

 liabilities:

 $
 392,403

 expenses

 482,587

 Notes

 183,148

 Intercompany
 liability owed to OWP Ventures, Inc.

 7,348,034

 Total
 current liabilities

 8,406,172

 Stockholders'
 Equity (Deficit):

 (deficit)

 ( 5,783,211
)

 Total
 Stockholders' Equity (Deficit)

 ( 5,783,211
)

 Total
 Liabilities and Stockholders' Equity (Deficit)

 $
 2,622,961

 Note
4 – Related Party Transactions

 Expense
Reimbursements Owed to Officers and Directors

 As
of December 31, 2023, the Company owed a total of $ 17,782
 to one of our Directors, Dr. Kenneth Perego,
II, M.D., and $ 15,208
 to the Company's President, Mr. Joerg Sommer,
for unreimbursed expenses, as presented within accounts payable on the Balance Sheet.

 F- 11

 ONE

 NOTES

Commitments and Common Stock Awards

 As
of December 31, 2023, the Company owed a total of $ 639,750
 to its three Corporate Officers, of which $ 430,000
 is owed to the Company's CEO, Isiah L.
Thomas, III, $ 168,750
 is owed to the Company's CFO, Timothy Woods,
and $ 41,000
 is owed to the Company's President, Joerg
Sommer. Mr. Sommer's annual base salary will increase to $ 240,000
 upon the closing
of an offering of the Company's equity securities that results in gross proceeds to the Company of at least $ 5,000,000.
Mr. Sommer received 1,500,000
 shares of the Company's
common stock upon his appointment as President; and is entitled to be issued an additional 1,500,000
 shares of the Company's
common stock within 60 days of the closing of a Qualified Offering.
 Mr. Sommer will also be entitled to a bonus of up $ 380,000
 upon the sale
of the Company's equity securities during the term of his employment, as set forth below;

 $ 200,000
$2 million

 $ 80,000
an additional $1 million

 $ 60,000
an additional $1 million

 $ 40,000
an additional $1 million

 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.

 F- 12

 ONE

 NOTES

 The
following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December
31, 2023 and 2022:

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

 Level

 Level

 Level

 Fair
 Value Measurements at December 31, 2023

 Level

 Level

 Level

 Cash

 $

 $
 -

 $
 -

 Right-of-use
 asset

 Total

 -

 -

 Lease liabilities

 Convertible notes payable,
 related party

 -

 -

 Notes payable, related parties

 -

 1,146,500

 -

 Notes
 payable, net of $ 24,136
 of debt discounts

 -

 -

 Total
 liabilities

 -

 ( 2,207,364
)

 -

 Total assets and liabilities

 $

 $
 ( 2,207,364
)

 $
 -

 Level

 Level

 Level

 Fair
 Value Measurements at December 31, 2022

 Level

 Level

 Level

 Cash

 $

 $
 -

 $
 -

 Right-of-use
 asset

 -

 -

 425,969

 Total

 -

 425,969

 Lease liabilities

 -

 -

 427,915

 Convertible notes payable

 -

 -

 Notes payable, related parties

 -

 299,500

 -

 Notes

 -

 845,524

 -

 Total
 liabilities

 -

 ( 1,895,024
)

 ( 427,915
)

 Total assets and liabilities

 $

 $
 ( 1,895,024
)

 $
 ( 1,946
)

 There
were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2023 or 2022.

 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. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. Inventory consisted
of the following at December 31, 2023 and 2022, respectively.

of Inventory

 31,

 31,

 2023

 2022

 Raw materials

 $
 -

 $
 18,580

 Work in progress

 -

 94,094

 Finished
 goods

 -

 198,985

 Inventory gross

 -

 311,659

 Less
 obsolescence

 -

 ( 257,506
)

 Total
 inventory

 $
 -

 $
 54,153

 F- 13

 ONE

 NOTES

 Note
7 – Other Current Assets

 Other
current assets included the following as of December 31, 2023 and 2022, respectively:

of Other Current Assets

 31,

 31,

 2023

 2022

 Prepaid expenses

 $
 13,156

 $
 39,288

 Deferred
 cost of goods sold

 -

 6,655

 Total

 $
 13,156

 $
 45,943

 Note
8 – Other Assets

 Other
assets consist entirely of $ 179,927 VAT
receivable at December 31, 2022, which will be returned to OWP SAS upon the successful export of the products purchased in which the
taxes were originally paid.

 Note
9 – Security Deposits

 Security
deposits included the following as of December 31, 2023 and 2022, respectively:

of Security Deposits

 31,

 31,

 2023

 2022

 Refundable
 deposit on equipment purchase

 $
 85,000

 $
 50,000

 Down payment on distillation
 equipment

 -

 1,399,413

 Security
 deposits on leases held in Colombia

 -

 Security
 deposits

 $
 85,000

 $
 1,449,808

 Note
10 – Fixed Assets

 Fixed
assets consist of the following at December 31, 2023 and 2022, respectively:

of Fixed Assets

 31,

 31,

 2023

 2022

 Land

 $
 -

 $
 138,248

 Buildings

 -

 473,971

 Office equipment

 -

 30,902

 Furniture and fixtures

 -

 6,495

 Equipment
 and machinery

 -

 423,547

 Fixed assets, gross

 -

 1,073,163

 Less:
 accumulated depreciation

 -

 ( 84,627
)

 Total

 $
 -

 $
 988,536

 On
October 1, 2023, the Company, through its wholly-owned subsidiary, One World Pharma, S.A.S., disposed of furniture and fixtures that
were abandoned. No proceeds were received on the disposal, resulting in a loss on disposal of fixed assets of $ 4,282,
which represented the net book value at the time of disposal.

 On
October 1, 2023, the Company, through its wholly-owned subsidiary, One World Pharma, S.A.S., sold a truck previously used at the Popay n
farm. The Company received proceeds of $ 9,157
 on the sale, resulting in a gain on disposal
of fixed assets of $ 992.

 On
August 15, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., sold its office furniture and equipment with a
net book value of $ 15,391
 for gross proceeds of $ 6,350,
resulting in a loss on the disposal of fixed assets of $ 9,041,
which represented the proceeds received, less the net book value at the time of disposal.

and amortization expense totaled $ 34,266
 and $ 42,287

 F- 14

 ONE

 NOTES

 Note
11 – Accrued Expenses

expenses consisted of the following at December 31, 2023 and 2022, respectively:

of Accrued Expenses

 31,

 31,

 2023

 2022

 Accrued payroll

 $
 665,417

 $
 613,569

 Accrued withholding taxes
 and employee benefits

 -

 31,632

 Accrued ICA fees and contributions

 -

 167,037

 interest

 273,951

 136,220

 Accrued expenses

 $
 939,368

 $
 948,458

 Note
12 – Deferred Revenues

 Arrangements
with customers include multiple deliverables, consisting of an initial delivery of seeds and a contingent portion of the sale that is
dependent on the customers future harvest of the seeds. Deferred revenues associated with these multiple-element arrangements were $ 11,808
 at December 31, 2022. Related deferred cost of
goods sold were $ 6,655 at
December 31, 2022, resulting in deferred gross margins of $ 5,153
 at December 31, 2022, that was expected to be
recognized upon the customers' completion of their harvests in future periods. No
 deferred revenues were recognized at December
31, 2023.

 Note
13 – Leases

 On
April 28, 2023, the Company leased commercial property for its extraction facility under a commercial lease contract at a monthly lease
rate of 3,000,000 COP
(approximately $ 645)
over a one-year term. The lease shall be automatically extended for another one-year period with respect to a mutually agreed upon lease
rate at the time of extension. Either party can terminate the lease three months prior to the expiration of the lease term.

 In
addition, the Company leases its corporate offices and operational facility in Colombia under short-term non-cancelable real property
lease agreements that expire within a year. The Company doesn't have any other office or equipment leases that would require capitalization.
The office lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs
applicable to the leased premise. In the locations in which it is economically feasible to continue to operate, management expects to
enter into a new lease upon expiration. The extraction facility lease contained provisions requiring payment of property taxes, utilities,
insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company's leases do not provide implicit
discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining
the present value of lease payments.

 Terminated
Leases

 The
Company leased its 12,400 square
foot extraction facility under a non-cancelable real property lease agreement that commenced on January 1, 2022 and was to expire on
December 31, 2027, at a monthly lease rate of 57,339,000
 COP (approximately $ 15,290).
The Company terminated the lease on September 30, 2022, resulting in termination fees of approximately $ 7,700.
A gain of $ 20,148 was
recognized on the early extinguishment of the lease for the year ended December 31, 2022.

 On
October 1, 2022, the Company entered into a five-year non-cancelable property lease, with an automatic five-year extension, for a new
extraction facility with combined office space, at a monthly lease term of 29,000,000
 COP plus VAT and administration fees (approximately
$ 6,300 in
the aggregate), with annual escalation of lease payments equal to the consumer price index, plus 2 %.
The Company terminated the lease on May 23, 2023, resulting in a gain of $ 3,825
 on the early extinguishment of the lease for
the year ended December 31, 2023.

 The
Company also leased a residential premise under a non-cancelable real property lease agreement that commenced on September 1, 2021 that
was to expire on August 31, 2024, at a monthly lease term of 3,800,000
 COP (approximately $ 1,013),
with approximately a 3 %
annual escalation of lease payments commencing September 1, 2022. The Company terminated the lease on April 1, 2023, resulting in a gain
of $ 372
 on the early extinguishment of the lease for
the year ended December 31, 2023.

 The
Company leased another residential premise under a non-cancelable real property lease agreement that commenced on June 1, 2022 and expires
on May 30, 2024, at a monthly lease term of 1,900,000
 COP (approximately $ 507),
with an 8 %
annual escalation of lease payments commencing June 1, 2023. The Company terminated the lease on April 1, 2023, resulting in a gain of
$ 200
 on the early extinguishment of the lease for
the year ended December 31, 2023.

 F- 15

 ONE

 NOTES

 The
components of lease expense were as follows:

of Components of Lease Expense

 2023

 2022

 For the Year
 Ended

 31,

 2023

 2022

 Operating lease cost:

 Amortization
 of right-of-use assets

 $
 34,391

 $
 114,907

 on lease liabilities

 11,379

 83,702

 Lease
 payments on short term leases

 1,575

 23,811

 Total
 operating lease cost

 $
 47,345

 $
 222,420

 Supplemental
balance sheet information related to leases was as follows:

of Supplemental Balance Sheet Information Related to Leases

 2023

 2022

 Operating lease:

 lease assets

 $
 -

 $
 425,969

 portion of operating lease liabilities

 $
 -

 86,235

 Noncurrent
 operating lease liabilities

 -

 341,680

 Total
 operating lease liability

 $
 -

 $
 427,915

 Weighted average remaining
 lease term:

 leases

 None

 4.25
 years

 Weighted average discount
 rate:

 lease

 6.75
 %

 6.75
 %

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

of Supplemental Cash Flow Related to Operating Leases

 2023

 2022

 For the Year
 Ended

 31,

 2023

 2022

 Cash paid for amounts included
 in the measurement of lease liabilities:

 cash flows used for operating leases

 $
 31,940

 $
 96,253

 Early extinguishment of
 lease:

 Lease
 liabilities terminated

 $
 395,975

 $
 1,438,830

 Right-of
 use assets terminated

 ( 391,578
)

 ( 1,418,682
)

 Gain
 on early extinguishment of lease

 $
 4,397

 $
 20,148

 Leased assets obtained
 in exchange for lease liabilities:

 Total
 operating lease liabilities

 $
 -

 $
 1,962,998

 F- 16

 ONE

 NOTES

 Note
14 – Convertible Note Payable, Related Party

note payable, related party consists of the following at December 31, 2023 and 2022, respectively:

of Convertible Note Payable Related Party

 2023

 2022

 On September 27, 2022

 $

 $

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

 $

 $

 Total convertible note
 payable, related party

 Less:
 current maturities

 -

 note payable, related party, long-term portion

 $
 -

 $

 Aggregate
debt discounts of $ 869,329 incurred
on convertible note that were extinguished during the year ended December 31, 2022, were amortized over the life of the loans using the
straight-line method, which approximated the effective interest method. The Company recognized $ 412,673
 of interest expense related to debt discounts
on extinguished convertible notes during the year ended December 31, 2022, consisting of $ 106,894
 related to the issuance of 3,250,000
 commitment shares of common stock, $ 255,026
 on the fair value of warrants to purchase 3,500,000
 shares of common stock, $ 32,055
 of original issue discounts and $ 18,698
 of legal and brokerage fees.

 The
convertible note limits the maximum number of shares that can be owned by the note holder as a result of the conversions to common stock
to 4.99 %
of the Company's issued and outstanding shares.

 The
Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $ 60,000
 and $ 59,023

 Note
15 – Notes Payable, Related Parties

 Notes
payable, related parties, consists of the following at December 31, 2023 and 2022, respectively:

of Notes Payable Related Party

 31,

 31,

 2023

 2022

 On November
 28, 2023, the Company received an advance of $ 60,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 10 %

 $
 60,000

 $
 -

 On October 11, 2023, the
 Company received an advance of $ 25,000
 from the Company's President, Joerg
 Sommer, pursuant to an unsecured promissory note due on demand that carries a 10 %

 25,000

 -

 On September 11, 2023,
 the Company received an advance of $ 52,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 10 %

 52,000

 -

 On August 31, 2023, the
 Company received an advance of $ 4,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 %

 4,000

 -

 On August 14, 2023, the
 Company received an advance of $ 6,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 %

 6,000

 -

 On August 5, 2022, the
 Company received an advance of $ 50,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 %

 50,000

 50,000

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

 4,500

 4,500

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

 100,000

 100,000

 On July 7, 2022, the Company
 received an advance of $ 5,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 %

 5,000

 5,000

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

 10,000

 10,000

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

 10,000

 10,000

 On May 5, 2022, the Company
 received an advance of $ 20,000
 Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 %

 20,000

 20,000

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

 400,000

 400,000

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

 On
 December 29, 2021, the Company received an advance of $ 200,000
 Chairman of the Board pursuant to an unsecured promissory note due January
 1, 2024 that carries an 8 %

 Total notes payable, related
 party

 1,146,500

 999,500

 Less:
 current maturities

 1,146,500

 99,500

 Notes
 payable, related party, long-term portion

 $
 -

 $
 900,000

 The
Company recorded interest expense pursuant to the stated interest rates on the notes payable, related parties, in the amount of $ 81,114
 and $ 104,780

 F- 17

 ONE

 NOTES

 Note
16 – Notes Payable

of Notes Payable

 31,

 31,

 2023

 2022

 On August 18,
 2023, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., issued an unsecured promissory note of $ 35,000
 to LDL8 Consulting, LLC for the purchase
 of equipment from another vendor. The promissory note bears interest at 10 %
 per annum and is due on demand. In the event of default, the interest rate increases to 15 %
 until repayment.

 $
 35,000

 $
 -

 On June 23, 2023, the Company
 completed the sale of a Promissory Note in the principal amount of $ 300,000
 (the "Third AJB Note") to AJB
 Capital Investments LLC ("AJB Capital") for an aggregate purchase price of $ 276,000,
 pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the "Purchase Agreement"). The Company
 received net proceeds of $ 262,500
 after deduction of an original issue discount
 of $ 24,000,
 $ 7,500
 of legal fees and a $ 6,000
 of broker fee, which are being amortized
 as a debt discount over the life of the loan.

The Third AJB Note matures on March
 23, 2024 (the "Maturity Date"),
 bears interest at a rate of 12 %
 per annum, and, following an event of default only, is convertible into shares of the Company's common stock at a conversion
 price equal to the lesser of the Volume Weighted Average Price ("VWAP") during (i) the 10 -trading
 day period preceding the issuance date of the note, or (ii) the 10 trading day period preceding date of conversion of the Note. The
 Note is also subject to covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions
 of this nature.

Pursuant to the Purchase Agreement, the Company paid a commitment fee to AJB Capital in the amount
 of $ 100,000
 (the "Commitment Fee") in the
 form of 1,666,667
 shares of the Company's common stock
 (the "Commitment Fee Shares"). During the period commencing on the six-month anniversary of the closing date and ending
 on the five-year anniversary of the closing date, AJB Capital is entitled to be issued additional shares of common stock or receive
 a cash payment to the extent AJB Capital's sale of the Commitment Fee Shares has resulted in net proceeds in an amount less
 than the Commitment Fee. The Commitment Fee Shares resulted in a debt discount of $ 42,175
 that is being amortized over the life of
 the loan.

In connection with the issuance of the Third AJB Note and Commitment Fee Shares, the Company entered into
 a Registration Rights Agreement with AJB Capital in which the Company agreed to file a registration statement with the SEC within
 180 days of June 23, 2023, registering the shares of common stock issuable under the Third AJB Note and Purchase Agreement.

 300,000

 -

 On September 15, 2022,
 the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 55,488,000
 COP, or approximately $ 12,243,
 on a loan with a face value of 70,000,000
 COP, or approximately $ 15,445,
 from an individual pursuant to an unsecured promissory note, bearing interest at 4 %
 per month, or 48% per annum, due on demand. The debt discount of $ 3,202
 was expensed as finance costs at the time
 of origination. The face value of the note has been adjusted by $ 2,870

 -

 14,552

 On June 17, 2022, the Company,
 through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 230,400,000
 COP, or approximately $ 55,821,
 on a loan with a face value of 240,000,000
 COP, or approximately $ 58,147,
 from an individual pursuant to an unsecured promissory note, bearing interest at 4 %
 per month, or 48% per annum, due on demand. The debt discount of $ 2,326
 was expensed as finance costs at the time
 of origination. The face value of the note has been adjusted by $ 4,647

 -

 49,894

 On May 31, 2022, the Company,
 through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 314,640,000
 COP, or approximately $ 76,231,
 on a loan with a face value of 360,000,000
 COP, or approximately $ 87,220,
 from an individual pursuant to promissory note, security by equipment, bearing interest at 2.1 %
 per month, or 25% per annum, which matured on November
 28, 2022 and is currently past due. The debt
 discount of $ 10,990
 was expensed as finance costs at the time
 of origination. The face value of the note has been adjusted by $ 6,970

 -

 74,841

 On May 30, 2022, the Company,
 through its wholly-owned subsidiary, One World Pharma, SAS, received a non-interest bearing loan of 20,000,000
 COP, or approximately $ 4,846,
 from an individual pursuant to an unsecured promissory note, due on demand. The face value of the note has been adjusted by $ 387

 -

 4,158

 On
 April 29, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received a non-interest bearing loan of
 10,000,000
 COP, or approximately $ 2,423,
 from an individual pursuant to an unsecured promissory note, due on demand. The face value of the note has been adjusted by $ 193

 -

 2,079

 Total notes payable

 335,000

 Less:
 unamortized debt discounts

 24,136

 -

 Notes payable, net of discounts

 Less:
 current maturities

 Notes
 payable, long-term portion

 $
 -

 $
 -

 The
Company recognized aggregate debt discounts on the notes payable to AJB Capital for the year ended December 31, 2023, as follows:

of Notes Payable Debt Discounts

 31,

 2023

 Fair value
 of 1,666,667
 commitment shares of common stock

 $
 42,175

 Original issue discounts

 24,000

 Legal
 and brokerage fees

 13,500

 Total
 debt discounts

 79,675

 Less:
 Amortization of debt discounts

 55,539

 Unamortized
 debt discounts

 $
 24,136

 The
aggregate debt discounts of $ 79,675,
for the year ended December 31, 2023, are being amortized over the life of the loan using the straight-line method, which approximates
the effective interest method. The Company recorded finance expense in the amount of $ 55,539
 on the amortization of these discounts for the
year ended December 31, 2023. In addition, the Company issued 269,261
 additional commitment shares to AJB Capital on
December 7, 2023, with a fair value of $ 19,602,
based on the closing traded price on the date of grant, to adjust for market price fluctuations in previously awarded commitment shares.

 The
convertible note limits the maximum number of shares that can be owned by the note holder as a result of the conversions to common stock
to 4.99 %
of the Company's issued and outstanding shares.

 The
Company recorded interest expense on the stated interest of notes payable in the amount of $ 92,486
 and $ 85,653

 F- 18

 ONE

 NOTES

 The
Company recognized interest expense for the year ended December 31, 2023 and 2022, respectively, as follows:

of Interest Expenses

 31,

 31,

 2023

 2022

 Interest on
 convertible notes, related party

 $
 60,000

 $
 59,023

 Interest on notes payable

 92,486

 85,653

 Interest on notes payable,
 related parties

 81,114

 19,127

 Amortization of debt discounts
 on convertible notes

 26,140

 50,753

 Amortization of debt discounts
 on convertible notes, common stock

 49,001

 106,894

 Amortization of debt discounts
 on convertible notes, warrants

 -

 255,026

 Finance cost on equity
 line of credit, issuances of series B preferred stock

 -

 205,005

 Finance cost on equity
 line of credit, issuances of common stock

 -

 134,128

 Finance cost on equity
 line of credit

 -

 30,000

 on accounts payable

 -

 11,249

 Total
 interest expense

 $
 308,741

 $
 956,858

 Note
17 – Convertible Preferred Stock

Stock

 The
Company has 10,000,000
 authorized shares of $ 0.001
 par value "blank check" preferred
stock, of which 500,000
 shares have been designated Series A Preferred
Stock and 300,000
 shares have been designated Series B Preferred
Stock. The
shares of Series A Preferred Stock and Series B Preferred Stock are each currently convertible into one hundred (100) shares of the Company's
common stock. The Series A Preferred Stock accrues dividends at the rate of 6 %
per annum, payable in cash as and when declared by the Board or upon a liquidation. The
shares of Series B Preferred Stock are not entitled to dividends, other than the right to participate in dividends payable to holders
of common stock on an as-converted basis. As of December 31, 2023, there were 99,733
 and 238,501
 shares of Series A Preferred Stock and Series
B Preferred Stock, respectively, issued and outstanding, respectively. The Series A and B Preferred Stock are presented as mezzanine
equity on the balance sheet because they carry a stated value of $ 10
 and $ 15
 per share, respectively, and a deemed liquidation
clause, which entitles the holders thereof to receive proceeds in an amount equal to the stated value per share, plus any accrued and
unpaid dividends, before any payment may be made to holders of common stock. Each share of Preferred Stock carries a number of votes
equal to the number of shares of common stock into which such Preferred Stock may then be converted. The Preferred Stock generally will
vote together with the common stock and not as a separate class.

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

A Preferred Stock Sales

 On
various dates between January 4, 2023 and April 3, 2023, the Company received total proceeds from four accredited investors of $ 250,000
 from the sale of 25,000
 units, consisting in the aggregate of 25,000
 shares of series A preferred stock and five -year
warrants to purchase an aggregate 2,500,000
 per share. The proceeds received were allocated
between the Series A Preferred Stock and warrants on a relative fair value basis.

 On
various dates between December 20, 2022 and December 21, 2022, the Company received total proceeds of $ 50,000
 from the sale of 5,000
 units, consisting in the aggregate of 5,000
warrants to purchase 500,000
 per share to twenty-two accredited investors.
The proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis.

A Preferred Stock Payable, Consultants

 On
July 1, 2023, the Company was obligated to issue 4,500
 shares of series A preferred stock in consideration
of consulting services. The fair value of the shares was $ 45,000,
based on recent sales prices of the Company's series A preferred stock on the date of grant. The fair value of the shares have
been recognized as a subscription payable, as the shares have not yet been issued.

A Preferred Stock Issued for Services, Consultants

 On
January 1, 2023, the Company issued 4,500
 shares of series A preferred stock in consideration
of consulting services. The fair value of the shares was $ 45,000,
based on recent sales prices of the Company's series A preferred stock on the date of grant.

 F- 19

 ONE

 NOTES

Stock Dividends

 The
Series A Preferred Stock accrues dividends at the rate of 6 %
per annum, payable in cash as and when declared by the Board or upon a liquidation. The Company recognized $ 58,891
 and $ 38,923
 for years ended December 31, 2023 and 2022, respectively.
A total of $ 196,734
 of dividends had accrued as of December 31, 2023.

B Preferred Stock Sales

 On
September 1, 2022, the Company and Tysadco Partners, LLC ("Tysadco"), entered into a Securities Purchase Agreement (the "Purchase
Agreement") under which Tysadco agreed to purchase from the Company, 20,000
 shares of the Company's Series B Preferred
Stock for a purchase price of $ 15
 per share of Series B Preferred Stock, and an
aggregate purchase price of $ 300,000.
On September 12, 2022, Tysadco purchased the first 10,000
 shares of Series B Preferred Stock under the
Purchase Agreement for $ 150,000,
and on October 12, 2022, Tysadco purchased the second 10,000
 shares of Series B Preferred Stock under the
Purchase Agreement for $ 150,000.
The Company paid $ 15,000 out of the proceeds of each investment to Garden State Securities,
Inc. as financing costs. In addition, the Company paid a commitment fee to Tysadco, consisting of 13,667
 shares of Series B Preferred Stock. The issuance
of the commitment fee shares resulted in $ 205,005
 of finance expense during the year ended December
31, 2022.

B Preferred Stock Issuances

 On
November 16, 2023, a shareholder converted 10,000
 shares of Series B Preferred Stock into 1,000,000
 shares of common stock, in accordance with the
terms of the agreement, therefore there was no gain or loss recognized on the conversion.

 On
September 12, 2023, a shareholder converted 10,000
 shares of Series B Preferred Stock into 1,000,000
 shares of common stock, in accordance with the
terms of the agreement, therefore there was no gain or loss recognized on the conversion.

 On
July 7, 2023, a shareholder converted 13,667
 shares of Series B Preferred Stock into 1,366,700
 shares of common stock, in accordance with the
terms of the agreement, therefore there was no gain or loss recognized on the conversion.

 Note
18 – Commitments and Contingencies

 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 $ 10,000,000
 of the Company's common stock. The
purchase price of the shares of common stock to be purchased under the Purchase Agreement will be equal to 88% of the lowest daily "VWAP"
during the period of 10-trading days beginning five trading days preceding the applicable Request. Each purchase under the Purchase Agreement
will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 500% of the average daily
trading value of the common stock over the seven trading days preceding the delivery of the applicable Request Notice.

 In
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.

 Contingent

 On
August 22, 2023, the Company entered into an advisor agreement with an individual to provide consulting and business advisory services
to the Company. Pursuant to the agreement, the Company has agreed to compensate the consultant a fee of $ 5,000
 per month, which is to be deferred until the
Company completes the sale of its equity securities in a transaction, or related series of transactions, resulting in aggregate gross
proceeds to the Company of at least $ 5,000,000,
while the Advisor is providing Services (the "Qualified Offering"). Within 60 days of the closing of a Qualified Offering,
the Company shall pay to Advisor a cash bonus of up to $ 200,000.
The advisor shall have no participation in any manner or form with any Qualified Offering. To date, the Company has not received gross
proceeds pursuant to the Qualified Offering terms.

 F- 20

 ONE

 NOTES

 On
May 23, 2023, the Company appointed Joerg Sommer to be the Company's President. In connection
with his appointment, the Company entered into an offer letter with Mr. Sommer (the "Offer Letter") under which he will initially
be paid an annual base salary of $ 60,000,
which will increase to $ 240,000
 upon the closing of
an offering of the Company's equity securities that results in gross proceeds to the Company of at least $ 5,000,000
 ("Qualified Offering").
Mr. Sommer received 1,500,000
 shares of the Company's
common stock upon his appointment as President; and is entitled to be issued an additional 1,500,000
 shares of the Company's
common stock within 60 days of the closing of a Qualified Offering.
 Mr. Sommer will also be entitled to a bonus of up $ 380,000
 upon the sale
of the Company's equity securities during the term of his employment, as set forth below;

 $ 200,000
$ 2
 million

 $ 80,000
an additional $ 1
 million

 $ 60,000
an additional $ 1
 million

 $ 40,000
an additional $ 1
 million

 To
date, the Company has not received gross proceeds pursuant to the Qualified Offering terms.

 Note
19 – Stockholders' Equity

Stock

 The
Company has 10,000,000
 authorized shares of $ 0.001
 par value "blank check" preferred
stock, of which 500,000
 shares have been designated Series A Preferred
Stock and 300,000
 shares have been designated Series B Preferred
Stock, See Note 17 above for a description of the features and issuances of the Series A Preferred Stock and Series B Preferred Stock.

Stock

 The
Company is authorized to issue an aggregate of 300,000,000
 shares of common stock with a par value of $ 0.001.
As of December 31, 2023, there were 79,827,618
 shares of common stock issued and outstanding.

Stock Sales

 On
October 2, 2023, the Company sold 1,000,000
 shares of common stock at a price of $ 0.10
 per share for total cash proceeds of $ 100,000.

 On
February 14, 2023, the Company sold 3,000,000
 shares of common stock at a price of $ 0.10
 per share for total cash proceeds of $ 300,000.

Stock Issued on Subscriptions Payable

 On
March 29, 2022, the Company issued 262,066
 shares of common stock on a Subscriptions Payable
for the December 1, 2021 award of common stock to COR IR for services.

Stock Issued as a Promissory Note Commitment

 On
June 23, 2023, the Company paid a commitment fee to AJB Capital in the form of 1,666,667
 shares of common stock in connection with the
issuance of the Third AJB Note (defined above). The aggregate fair value of the common stock was $ 42,175,
based on the closing price of the Company's common stock on the date of grant. The shares are being amortized as a debt discount
over the life of the loan.

to the Second AJB Note, which was repaid on September 27, 2022, the Company, AJB Capital was entitled to be issued additional shares
of common stock of the Company to the extent AJB Capital's sale of their previously issued commitment fee shares resulted in net
proceeds in an amount less than the defined commitment fee. As a result, the Company issued an additional 1,341,276
 shares of common stock to AJB Capital on September
15, 2022. The fair value of the shares was $ 134,128,
based on the closing price of the Company's common stock on the date of grant. In addition, the
Company issued another 269,261
 commitment shares to AJB Capital on December
7, 2023, with a fair value of $ 19,602,
based on the closing traded price on the date of grant.

Stock Issued for Services, Employees and Consultants

 On
November 21, 2023, the Company issued 250,000
 shares of common stock to a consultant for services
provided. The aggregate fair value of the common stock was $ 18,500,

 On
October 4, 2023, the Company issued 572,083
 shares of common stock to ClearThink Capital
Partners, LLC, for services provided. The aggregate fair value of the common stock was $ 51,487,

 F- 21

 ONE

 NOTES

 On
September 18, 2023, the Company issued 1,000,000
 shares of common stock to ClearThink Capital
Partners, LLC, for services provided. The aggregate fair value of the common stock was $ 84,000,
based on the closing price of the Company's common stock on the date of grant. The shares were expensed upon issuance.

Stock Issued for Services, Officers and Directors

 On
June 15, 2023, the Company issued 1,500,000
 shares of common stock to the Company's
President, Joerg Sommer, for services provided. The aggregate fair value of the common stock was $ 89,850,
based on the closing price of the Company's common stock on the date of grant. The shares were expensed upon issuance.

 Amortization
of Stock-Based Compensation

 A
total of $ 151,749 and $ 164,620
 of stock-based compensation expense was recognized
from the amortization of options to purchase common stock over their vesting period during the years ended December 31, 2023 and 2022,

 Note
20 – Common Stock Options

 Stock
Incentive Plan

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

Stock Options Issued for Services

 On
November 29, 2023, the Company awarded options to purchase an aggregate 500,000
 shares of common stock under the 2019 Plan at
an exercise price equal to $ 0.10
 per share, exercisable over a ten-year
 period to three consultants. The options vest
in equal quarterly installments over two years. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility
rate of 144 %
and a call option value of $ 0.0618,
was $ 30,893.
The options are being expensed over the vesting period, resulting in $ 1,355
 of stock-based compensation expense during the
year ended December 31, 2023. As of December 31, 2023, a total of $ 29,538
 of unamortized expenses are expected to be expensed
over the vesting period.

 On
August 22, 2023, the Company awarded options to purchase 250,000
 shares of common stock under the 2019 Plan at
an exercise price equal to $ 0.10
 per share, exercisable over a ten-year
 period to a consultant. The estimated value using
the Black-Scholes Pricing Model, based on a volatility rate of 145 %
and a call option value of $ 0.0735,
was $ 18,367.
The options were fully vested, resulting in $ 18,367
 of stock-based compensation expense during the
year ended December 31, 2023.

Stock Options Expired

 On
January 1, 2023, options to purchase a total of 100,000
 shares of common stock at a price $ 0.56
 per share expired.

 On
January 28, 2022, options to purchase a total of 500,000
 shares of common stock at a price $ 0.50
 per share expired.

 The
following is a summary of information about the Stock Options outstanding at December 31, 2023.

of Option Exercise Price Range

 Shares Underlying

 Underlying Options Outstanding

 Exercisable

 Underlying

 Remaining

 Underlying

 Range of

 Contractual

 Prices

 Outstanding

 Life

 Price

 Exercisable

 Price

 $

 0.10
 - $ 0.56

 10,892,000

 7.24
 years

 $
 0.14

 10,392,000

 $
 0.14

 F- 22

 ONE

 NOTES

 The
following is a summary of activity of outstanding stock options:

of Option Activity

 of

 Prices

 Balance, December
 31, 2021

 10,742,000

 $
 0.16

 granted

 -

 -

 exercised

 ( 500,000
)

 ( 0.50
)

 Balance, December 31, 2022

 10,242,000

 0.15

 granted

 0.10

 expired

 ( 100,000
)

 ( 0.56
)

 Balance,
 December 31, 2023

 10,892,000

 $
 0.14

 Exercisable,
 December 31, 2023

 10,392,000

 $
 0.14

 Note
21 – Common Stock Warrants

to purchase a total of 14,011,650 shares of common stock were outstanding as of December 31,
2023.

Granted

 On
April 3, 2023, the Company received proceeds of $ 100,000
 from the sale of 10,000
 units, consisting of 10,000
warrants to purchase 1,000,000
received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value
of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 146 %
and a weighted average call option value of $ 0.0635,
was $ 63,508.

 On
January 27, 2023, the Company received proceeds of $ 100,000
 from the sale of 10,000
 units, consisting of 10,000
warrants to purchase 1,000,000
received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value
of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 148 %
and a weighted average call option value of $ 0.0672,
was $ 67,180.

 On
January 9, 2023, the Company received proceeds of $ 25,000
 from the sale of 2,500
 units, consisting of 2,500
warrants to purchase 250,000
received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value
of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 152 %
and a weighted average call option value of $ 0.0550,
was $ 13,757.

 On
January 4, 2023, the Company received proceeds of $ 25,000
 from the sale of 2,500
 units, consisting of 2,500
warrants to purchase 250,000
received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value
of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 156 %
and a weighted average call option value of $ 0.0559,
was $ 13,970.

 On
December 21, 2022, the Company received proceeds of $ 50,000
 from the sale of 2,500
 units, consisting of 2,500
warrants to purchase 250,000
received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value
of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 157 %
and a weighted average call option value of $ 0.0699,
was $ 17,468.

 On
December 20, 2022, the Company received proceeds of $ 50,000
 from the sale of 2,500
 units, consisting of 2,500
warrants to purchase 250,000
 per share from another accredited investor. The
proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated
value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 157 %
and a weighted average call option value of $ 0.07,
was $ 17,499.

 F- 23

 ONE

 NOTES

 The
following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2023.

of Warrants to Purchase Common Stock Outstanding

 Shares Underlying

 Underlying Warrants Outstanding

 Exercisable

 Range of

 Underlying

 Remaining

 Underlying

 Contractual

 Prices

 Outstanding

 Life

 Price

 Exercisable

 Price

 $

 0.25 -$ 0.50

 14,011,650

 1.91
 years

 $
 0.29

 14,011,650

 $
 0.29

 The
fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants under the fixed option plan:

of Fair value Assumption of Warrants

 2023

 2022

 Average risk-free
 interest rates

 3.60
 %

 3.79
 %

 Average expected life (in
 years)

 5.00

 5.00

 Volatility

 %

 %

 The
weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately
$ 0.25 and
$ 0.29 per
warrant for the years ended December 31, 2023 and 2022, respectively.

 The
following is a summary of activity of outstanding common stock warrants:

of Warrants Activity

 of

 Prices

 Balance, December
 31, 2021

 11,011,650

 $
 0.30

 granted

 500,000

 0.25

 Balance, December 31, 2022

 11,511,650

 0.29

 granted

 2,500,000

 0.25

 Balance,
 December 31, 2023

 14,011,650

 $
 0.29

 Exercisable,
 December 31, 2023

 14,011,650

 $
 0.29

 Note
22 - Income Tax

 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 years ended December 31, 2023 and 2022, the Company incurred a net operating loss and, accordingly, no provision for income taxes
has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.
At December 31, 2023, the Company had approximately $ 9,990,000
 of federal net operating losses. The
net operating loss carry forwards, if not utilized, will begin to expire in 2025.

 F- 24

 ONE

 NOTES

 The
provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 were assuming a 21 %
effective tax rate. The effective income tax rate for the years ended December 31, 2023 and 2022 consisted of the following:

of Effective Income Tax Rate

 2023

 2022

 31,

 2023

 2022

 Federal statutory
 income tax rate

 %

 %

 State income taxes

 -
 %

 -
 %

 Change
 in valuation allowance

 ( 21
)%

 ( 21
)%

 Net
 effective income tax rate

 -

 -

 The
components of the Company's deferred tax asset are as follows:

of Deferred Tax Asset

 2023

 2022

 31,

 2023

 2022

 Deferred tax assets:

 Net
 operating loss carry forwards

 $
 2,097,900

 $
 1,950,000

 Net deferred tax assets before
 valuation allowance

 $
 2,097,900

 $
 1,950,000

 Less:
 Valuation allowance

 ( 2,097,900
)

 ( 1,950,000
)

 Net
 deferred tax assets

 $
 -

 $
 -

 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 December 31, 2023 and 2022, respectively.

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

 Note
23 – Subsequent Events

 Debt
Financing

 SDT
and AJB Promissory Notes

 On
April 19, 2024, the "Company completed the sale of a 12 %
promissory note to each of (a) SDT Equities LLC, a Delaware limited liability company ("SDT") in the principal amount of
$ 1,300,000
 and for a purchase price of $ 1,196,000,
and (b) AJB Capital Investments LLC, a Delaware limited liability company ("AJB", and together with SDT, the "Investors")
in the principal amount of $ 300,000
 for a purchase price of $ 276,000
 (collectively, the "Notes") pursuant
to Securities Purchase Agreements between the Company and the Investors, respectively (the "Purchase Agreements").

 The
Notes mature on January
19, 2025 (the "Maturity Date") and
bear interest at a rate of 12 %
per annum. Subject to certain adjustments and following an event of default only, the Notes are convertible into shares of the Company's
common stock at a conversion price equal to the lowest closing price (i) during the previous ten Trading Day (as defined in the Notes)
period ending on the date of issuance of the Note, or (ii) during the previous ten Trading Day period ending on the Conversion Date (as
defined in the Notes), whichever is lower. The Notes are also subject to covenants, events of default, penalties, default interest, and
other terms and conditions customary in transactions of this nature.

to the Purchase Agreement with SDT, SDT received a pre-funded warrant to purchase 8,666,667
 shares of the Company's common stock (the
"Warrant"). The Warrant includes a make-whole provision, whereby, if SDT is unable to sell the Warrant Shares (as defined
in the Warrant) for net proceeds equal to at least $ 520,000
 (the "Make-Whole Amount") within
a certain timeframe, then the Company shall either (i) pay SDT in cash the difference between the Make-Whole Amount and the net proceeds
that SDT actually received from the sale of the Warrant Shares or (ii) cause the issuance of additional pre-funded warrants to SDT for
shares of common stock the sale of which would ultimately satisfy the Make-Whole Amount.

to the Purchase Agreement with AJB, the Company paid a $ 120,000
 commitment fee (the "Commitment Fee")
to AJB in form of 2,000,000
 shares of the Company's common stock (the
"Commitment Fee Shares"). The Purchase Agreement with AJB includes a make-whole provision, whereby, if AJB is unable to sell
the Commitment Fee Shares for net proceeds equal to at least the Commitment Fee, the Company shall cause the issuance of additional shares
of common stock to AJB the sale of which would ultimately generate total net funds equal to the Commitment Fee. Moreover, the Company
has an obligation to include the Commitment Fee Shares in a registration statement filed by the Company within ninety days after the
effective date of the Purchase Agreement with AJB. A portion of the proceeds were used to repay the $ 360,000
 Sanguine Group, LLC, noted below, and $ 257,446
 of debts owed to the Company's Vice Chairman,
Dr. Kenneth Perego, II. The repayments consisted of aggregate principal of $ 207,000
 and aggregate interest of $ 50,446.

 F- 25

 ONE

 NOTES

 The
Sanguine Group Promissory Note

 On
March 4, 2024, the Company completed the sale of a promissory note to the Sanguine Group, LLC ("Sanguine") in the principal
amount of $ 360,000
 for a net purchase price of $ 300,000,
pursuant to a securities purchase agreement between the Company and Sanguine. The Note matured on September
4, 2024, and carried interest at a rate of 15 %
per annum, calculated based on a 360-day year. The Company also paid a commitment fee in the form of 2,500,000
 shares of common stock, as noted, below. The
proceeds were used to repay the Third AJB Note in the principal amount of $ 300,000.
As noted, above, the promissory note was repaid on April 22, 2024 out of the proceeds received from SDT.

 Debt
Financing, Related Parties

 On
March 19, 2024, the Company received proceeds of $ 50,000
 from Joerg Sommer, the Company's President,
in exchange for a promissory note, bearing interest at 10 %
per annum, maturing on March
1, 2027. The Company also paid a commitment fee
in the form of 250,000
 shares of common stock, as noted, below.

 On
various dates between January 8, 2024 and March 12, 2024, the Company received aggregate proceeds of $ 147,000
 from the Company's Vice Chairman, Dr. Kenneth
Perego, II, in exchange for short term demand notes, bearing interest at 10 %
per annum. These notes were repaid on April 22, 2024 out of the proceeds received from SDT, as noted above.

 On
various dates between January 8, 2024 and March 12, 2024, the Company received aggregate proceeds of $ 147,000
 from the Company's Vice Chairman, Dr. Kenneth
Perego, II, in exchange for short term demand notes, bearing interest at 10 %
per annum. These notes were repaid on April 22, 2024 out of the proceeds received from SDT, as noted above.

 On
March 1, 2024, the Company received proceeds of $ 100,000
 from Dr. John McCabe, a significant shareholder,
in exchange for a promissory note, bearing interest at 8 %
per annum, maturing on March
1, 2025. This note was subsequently settled on
March 15, 2024, in exchange for a long-term promissory note, bearing interest at 7 %
maturing on March
1, 2027, as noted below.

 On
January 29, 2024, the Company received proceeds of $ 50,000
 from Dr. John McCabe, a significant shareholder,
in exchange for a promissory note, bearing interest at 8 %
per annum, maturing on January
29, 2025. This note was subsequently settled
on March 15, 2024, in exchange for a long-term promissory note, bearing interest at 7 %
maturing on March
1, 2027, as noted below.

Stock Issued as Consideration for Related Party Debt Modifications

 On
March 15, 2024, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., agreed to issue shares of common stock to officers
and directors in consideration for extending the maturity dates and terms of previously received debt financing, as listed below. The
aggregate fair value of the common stock was $ 429,000,
based on the closing price of the Company's common stock on the date of grant. The previously issued promissory notes were cancelled
in exchange for promissory notes with a maturity date of March
1, 2027, bearing interest at 10 %
per annum, with the exception of the promissory note issued to Dr. John McCabe, which carries an interest rate of 7 %
per annum.

of Related Party Debt Modifications

 Aggregate

 Name

 Position

 Debts
 Extended

 Fair
 Value

 III

 Chairman and
 CEO

 $
 27,467

 138,000

 $
 9,108

 Dr. Kenneth Perego, II

 Vice Chairman

 337,000

 1,685,000

 111,210

 Joerg Sommer

 President

 26,116

 131,000

 8,646

 Dr.
 John McCabe

 >5%
 Shareholder

 1,803,398

 9,017,000

 595,122

 $
 2,193,981

 10,971,000

 $
 724,086

Stock Issued as a Promissory Note Commitment

 On
April 19, 2024, the Company paid a commitment fee to AJB Capital in the form of 2,000,000
 shares of common stock in connection with the
issuance of the Fourth AJB Note (defined above). The relative fair value of the common stock was $ 41,417,
based on the closing price of the Company's common stock on the date of grant and the fair value of the debt received. The shares
are being amortized as a debt discount over the life of the loan.

 F- 26

 ONE

 NOTES

 On
March 19, 2024, the Company paid a commitment fee to Joerg Sommer, the Company's President, in the form of 250,000
 shares of common stock in connection with the
issuance of the Second Sommer Note (defined above). The relative fair value of the common stock was $ 2,411,
based on the closing price of the Company's common stock on the date of grant and the fair value of the debt received. The shares
are being amortized as a debt discount over the life of the loan.

 On
March 4, 2024, the Company paid a commitment fee to The Sanguine Group, LLC in the form of 2,500,000
 shares of common stock in connection with the
issuance of the First Sanguine Note (defined above). The relative fair value of the common stock was $ 39,070,
based on the closing price of the Company's common stock on the date of grant and the fair value of the debt received. The shares
are being amortized as a debt discount over the life of the loan.

Stock Issued for Services, Consultants

 On
May 10, 2024, the Company issued 1,250,000
 shares of common stock in consideration of consulting
services. The fair value of the shares was $ 76,250,

 On
May 10, 2024, the Company issued 381,680
 shares of common stock to ClearThink Capital
Partners, LLC, for services provided. The fair value of the common stock was $ 24,695,

 On
March 15, 2024, the Company issued shares of common stock to officers and directors for services provided, as listed below. The aggregate
fair value of the common stock was $ 429,000,
based on the closing price of the Company's common stock on the date of grant. The shares were expensed upon issuance.

 Name

 Position

 Fair
 Value

 III

 Chairman and
 CEO

 2,000,000

 $
 132,000

 Dr. Kenneth Perego, II

 Vice Chairman

 2,000,000

 132,000

 Terry Buffalo

 2,000,000

 132,000

 Joerg
 Sommer

 President

 500,000

 33,000

 6,500,000

 $
 429,000

 On
March 15, 2024, the Company issued an aggregate 500,000
 shares of common stock to two consultants for
services provided. The aggregate fair value of the common stock was $ 33,000,
based on the closing price of the Company's common stock on the date of grant. The shares were expensed upon issuance.

 On
February 9, 2024, the Company issued 149,621
 shares of common stock to ClearThink Capital
Partners, LLC, for services provided. The fair value of the common stock was $ 5,386,

 F- 27

 ITEM
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None

 ITEM
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness
of our disclosure controls and procedures as of December 31, 2023 (the "Evaluation Date"). The term "disclosure controls
and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management,
including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, our Principal Executive
Officer and Principal Financial Officer, concluded that, as of such date, our disclosure controls and procedures were not effective at
the reasonable assurance level.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 Management
has conducted, with the participation of our Principal Executive Officer and our Principal Accounting Officer, an assessment, including
testing of the effectiveness, of our internal control over financial reporting as of Evaluation Date. Management's assessment of
internal control over financial reporting was conducted using the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework).

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, Management identified the following three
material weaknesses that have caused management to conclude that, as of December 31, 2023, our disclosure controls and procedures, and
our internal control over financial reporting, were not effective at the reasonable assurance level:

 1.
We do not have a formal policy or written procedures for the approval, identification and reporting of related-party transactions. Our
controls are not adequate to ensure that all material transactions and developments with related parties will be properly identified,
approved and reported. In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to
have policies and procedures for the identification, approval and reporting of related-party transactions and has concluded that the
control deficiency that resulted represented a material weakness.

 2.
We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. In our assessment of our disclosure controls and
procedures, management evaluated the impact of our failure to have written documentation of our internal controls and procedures and
has concluded that the control deficiency that resulted represented a material weakness.

 3.
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature,
segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible,
the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
In our assessment of our disclosure controls and procedures, management evaluated the impact of our failure to have segregation of duties
and has concluded that the control deficiency that resulted represented a material weakness.

 To
address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements
included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods
presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our
financial condition, results of operations and cash flows for the periods presented.

 Remediation
of Material Weaknesses

 To
remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm
to assist us in remedying this material weakness once resources become available.

 We
also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order
to segregate duties in a manner that establishes effective internal controls once resources become available.

 Changes
in Internal Control over Financial Reporting

 There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) or in other factors that occurred during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 ITEM
9B. Other Information

 None.

 PART
III

 ITEM
10. Directors, Executive Officers and Corporate Governance

 Set
forth below are the present directors and executive officers of the Company. There are no arrangements or understandings between any
of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

 Name

 Age

 Position

 III

 Chief Executive
 Officer, Chairman of the Board

 Dr. Kenneth Perego, II

 Vice Chairman of the Board

 Terry Buffalo

 Timothy Woods

 Chief Financial Officer

 Joerg Sommer

 President

 Biographies

 Set
forth below are brief accounts of the business experience of each director and executive officer of the Company.

 Isiah
L. Thomas, III has been our Chief Executive Officer since June 2020, and our Chairman of the Board since December 2021. Mr. Thomas
has also been the Chairman and Chief Executive Officer of Isiah International, LLC, a holding company with interests in a diversified
portfolio of businesses, since 2011. Mr. Thomas also has been a Commentator and Analyst for NBA TV, since 2014, and Turner Sports, since
2012. He previously served as the President & Alternate Governor of the New York Liberty of the Women's National Basketball
Association from 2015 to February 2019, the Head Basketball Coach at Florida International University, from 2009 to 2012, the General
Manager, President of Basketball Operation and Head Coach of the New York Knicks of the National Basketball Association ("NBA"),
from 2006 to 2008, the Head Coach of the Indiana Pacers of the NBA from 2000 to 2003, the Owner of the Continental Basketball Association
from 1998 to 2000, Minority Owner & Executive Vice President of the Toronto Raptors of the NBA from 1994 to 1998 and point guard
for the Detroit Pistons of the NBA from 1981 to 1994. Mr. Thomas has served as a director of Get in Chicago, an organization focused
on stopping gun and related violence in Chicago, since 2013, and as a director of Madison Square Garden Entertainment Corp. since April
2020. He is also the Founder of Mary's Court Foundation, a charitable organization established in 2010. We believe that Mr. Thomas's
business experience qualifies him to serve as our chairman and CEO.

 Dr.
Kenneth Perego, II was a director of OWP Ventures prior to the Merger and was appointed to our Board of Directors pursuant to the
Merger Agreement, before being appointed Vice Chairman of the Board on December 7, 2021. He has been a practicing urologic surgeon in
private practice since 2001 with an emphasis in urologic oncology and reconstructive urology. He has a strong clinical background in
research and is focused on new drug discovery. We believe that Dr. Perego's medical experience qualifies him to serve as our director.

 Terry
Buffalo was appointed to serve as a director of One World Products on September 1, 2022. Mr. Buffalo established Buffalo Cannabis
Advisors in 2022 and currently serves as its President, was the Chief Executive Officer and a director
of American Cannabis Company from 2015 to 2021, and was the Chief Executive of First Midwest Securities, Inc. from 2002 to 2013.
Prior to that, Mr. Buffalo was the President of American Investment Services from 1997 to 2002. In addition, Mr. Buffalo currently serves
on the advisory board of Element Apothec since 2020. We believe that Mr. Buffalo's investment banking and cannabis management experience
qualifies him to serve as our director.

 Timothy
Woods was appointed to serve as the Company's Chief Financial Officer on February 14, 2022. From 2015 until his appointment
as our Chief Financial Officer, Mr. Woods served as the Director of Business Development and General Sales Manager of Lithia Motors,
Inc., one of the largest automotive retailers in the United States. Prior to his tenure with Lithia Motors, Mr. Woods was the Chief Financial
Officer of Spend Consciously, a technology-based start-up. Mr. Woods also served as the Chief Financial Officer and energy services division
Vice President of Finance for WGL Holdings Inc., providing high-level financial functions and advanced reporting, including the generation
of quarterly and annual SEC filings, Sarbanes-Oxley compliance, and benefit plans. Earlier in his career, Mr. Woods was VP of Finance
for Freddie Mac; a divisional CFO & North American controller for Stanley Works; and assistant global controller for General Electric's
Lighting Division. Mr. Woods holds a Bachelor of Business Administration in Accounting from Cleveland State University and is a graduate
of the GE Financial Management program. He has achieved multiple honors, including being named "Business Leader of the Year"
by the National Association of Black Accountants.

 Joerg
Sommer was appointed to serve as the Company's President on May 23, 2023. Mr. Sommer served on the Company's Advisory
Board from August 2020 through May 23, 2023, and as a consultant to the Company from January 2021 to June 2022. Since July 2022, Mr.
Sommer has been the Managing Partner of peach ventures management GmbH, an investor in energy and mobility startups based in Berlin,
Germany, and since November 2021, he has served as a Venture Partner of bmp Ventures AG, a venture capital investment firm based in Berlin,
Germany. Previously, Mr. Summer was the Chief Operating Officer of StreetScooter of Aachen, German, from March 2019 until February 2020;
and the Chief Operating Officer of Chanje Energy Inc. of Los Angeles, CA, from March 2017 until February 2019. Prior to February 2019,
Mr. Sommer held various top management positions in the automotive industry with Mercedes, Renault Group and Volkswagen Group in Europe
and in the US. Mr. Sommer holds a Masters of Business Administration (M.B.A.) from the MIT Sloan School of Management, and dual Masters
of Mechanical Engineering and Business Administration from Technische Universit t Berlin.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Board
Committees and Audit Committee Financial Expert

 We
do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar
functions. Our board of directors performs the functions of audit, nominating and compensation committees. No member of our board of
directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated under
the Securities Act.

Nominations

 As
of December 31, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our
board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company's
board of directors.

 Code
of Ethics

 We
have adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer
or controller, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us
at the address or telephone number listed on the cover page hereof.

 Delinquent
Section 16(a) Reports

 The
were no persons who, at any time during the fiscal year ended December 31, 2023, was a director, executive officer, or beneficial
owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year, except for one late filing of a Form 3, and a late Form 4, reporting fifty transactions, by
Dr. John McCabe, a beneficial owner of more than 10%, and a late filing of a Form 3, and late Form 4, reporting two transactions, by Dr.
Kenneth, Perego, II.

 ITEM
11. Executive Compensation

 Summary
Compensation Table

 The
following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December
31, 2023 and 2022 to Isiah L. Thomas, III, our Chief Executive Officer, Timothy Woods, our Chief Financial Officer, and Joerg
Sommer, our President (together, our "Named Executive Officers"), that received total compensation in excess of $100,000
during 2023.

 Name and

 Fiscal

 Option

 Financial
 Position

 Year

 Salary

 Awards 1

 Total

 III,

 2023

 $
 120,000
 (1)

 $
 -

 $
 120,000

 Chief Executive Officer and
 Chairman

 2022

 $
 120,000
 (1)

 $
 -

 $
 120,000

 Timothy Woods,

 2023

 $
 90,000
 (2)

 $
 -

 $
 90,000

 Chief Financial Officer

 2022

 $
 78,750
 (2)

 $
 -

 $
 78,750

 Joerg Sommer,

 2023

 $
 41,000
 (3)

 $
 89,850
 (4)

 $
 130,850

 President

 (1)
 Consists of $120,000 and $120,000 of accrued salary for the years ended December 31, 2023 and 2022, respectively, not yet paid.

 (2)
 Consists of $78,750 and $90,000 of accrued salary for the years ended December 31, 2023 and 2022, respectively, not yet paid. Mr.
Woods' employment agreement provides for an annual base salary of $90,000.

 (3)
 Consists of $41,000 of accrued salary owed to Mr. Sommer from his appointment date in April 2023 through December 31, 2023, not
yet paid. Mr. Sommer's employment agreement provides for an annual base salary of $60,000.

 (4)
 On June 15, 2023, we awarded Mr. Sommer 1,500,000 shares of common stock. The fair value of the common stock was $89,850, based
on the closing stock price on the grant date. The amounts reflected in this column represent the aggregate grant date fair value of options,
computed in accordance with ASC Topic 718.

 Outstanding
Equity Awards at Fiscal Year End

 As
of December 31, 2023, our Named Executive Officers had outstanding unexercised options as set forth below.

 Name

 of securities

 underlying

 unexercised
 options
 (#)
 exercisable

 of securities

 underlying

 unexercised
 options
 (#)
 unexercisable

 Option
 Price
 ($)

 Option
 Expiration
 Date
 ($)
 (2)

 Isiah L. Thomas, III

 5,500,000

 -

 $
 0.13

 June 30, 2030

 Timothy Woods

 -

 -

 -

 N/A

 Joerg Sommer

 -

 -

 -

 N/A

 On
January 21, 2021, the Company granted Mr. Thomas options to purchase 5,500,000 shares of our common stock, with half of the options vesting
immediately on the grant date and the remaining 2,750,000 options vesting quarterly in increments of 250,000 options per quarter.

 The
Company's non-employee directors, Dr. Perego and Mr. Buffalo, did not receive any compensation for serving as directors during
the year ended December 31, 2023.

 However,
they are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors.

 As
of December 31, 2023, Dr. Perego held options to acquire 350,000 shares and, Mr. Buffalo did not own any outstanding options. As of December
31, 2023, no directors held any outstanding restricted stock units or other stock awards.

 ITEM
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth, as of March 31, 2024, certain information with regard to the record and beneficial ownership of the Company's
common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company's common
stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of
the Company as a group. The address of each of our directors and executive officers named in the table is c/o One World Products, Inc.,
6605 Grand Montecito Pkwy., Suite 100, Las Vegas, NV 89149:

 Stock

 A

 Stock

 B

 Stock

 Percent
 of Combined

 Name
 of Beneficial Owner (1)

 of

 %
 of

 Class (2)

 of

 %
 of

 Class

 of

 %
 of

 Class

 Voting

 Power (6)

 Officers
 and Directors:

 III, Chairman and CEO (3)

 26,000,000

 24.7
 %

 -

 -

 83.9
 %

 17.7
 %

 Dr. Kenneth Perego II, Vice
 Chairman (4)

 11,100,000

 13.6
 %

 11,000

 11.0
 %

 -

 -

 55.3
 %

 Joerg Sommer, President

 1,500,000

 1.9
 %

 -

 -

 -

 -

 1.3
 %

 Timothy Woods, Chief Financial
 Officer

 -

 -

 -

 -

 -

 -

 -

 Terry
 L. Buffalo, Director

 -

 -

 -

 -

 -

 -

 -

 Directors
 and Officers as a Group (4 persons)

 38,600,000

 36.0
 %

 -

 -

 -

 -

 74.2
 %

 5% Shareholders

 ISIAH
 International, LLC (3)

 26,000,000

 24.7
 %

 -

 -

 83.9
 %

 17.7
 %

 Dr.
 John McCabe (5)

 15,000,180

 18.8
 %

 3,000

 3.0
 %

 20,000

 8.4
 %

 12.8
 %

 *
less than 1%

 (1)

 Except
 as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have
 sole voting and investment power with respect to all shares of common stock owned by such person.

 (2)

 Percentage
 of beneficial ownership is based upon 79,827,618 shares of common stock, 99,733 shares of Series A Preferred Stock and 238,501 and
 shares of Series B Preferred Stock outstanding as of December 31, 2023. For each named person, this percentage includes common stock
 that the person has the right to acquire either currently or within 60 days of March 31, 2024, including through the exercise
 of an option; however, such common stock is not deemed outstanding for the purpose of computing the percentage owned by any other
 person.

 (3)

 Includes
 5,500,000 shares of common stock that may be acquired upon exercise of a vested option, and 20,000,000 shares of common stock that
 may be acquired upon conversion of Series B Preferred Stock currently held by Isiah International, LLC. Mr. Thomas is the sole member
 and Chief Executive Officer of ISIAH International.

 (4)

 Includes
 7,000,000 shares of common stock held by CB Medical, LLC, of which Dr. Kenneth Perego, II is the controlling member. Includes 350,000
 shares of common stock that may be acquired under an option, and 550,000 shares of common stock that may be acquired under a warrant.
 In addition, includes 11,000 shares of Series A Preferred Stock, convertible into 1,100,000 shares of common stock with each share
 of preferred carrying 50 voting rights.

 (5)

 Includes
 150,000 shares of common stock that may be acquired upon exercise of a vested warrant, and 300,000 shares of common stock that may
 be acquired upon conversion of Series A Preferred Stock, and 2,000,000 shares of common stock that may be acquired upon conversion
 of Series B Preferred Stock. The address for Mr. McCabe is 160 Kincaid Lane, Boyce, LA 71409.

 (6)

 Each
 share of common stock is entitled to one vote per share, and each share of Preferred Stock carries a number of votes equal to the
 number of shares of common stock into which such Preferred Stock may then be converted. The Preferred Stock generally will vote together
 with the common stock and not as a separate class.

 ITEM
13. Certain Relationships and Related Transactions, and Director Independence

 Certain
Relationships and Related Party Transactions

 Other
than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions
to which we were or will be a party:

 in
 which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
 two completed fiscal years; and

 in
 which any director, executive officer, stockholders who beneficially owns more than 5% of our common stock or any member of their
 immediate family had or will have a direct or indirect material interest.

 Advances
by and repayments to Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board

 On
September 11, 2023, the Company received an advance of $52,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board, pursuant
to an unsecured promissory note due on demand that carried a 10% interest rate.

 On
August 31, 2023, the Company received an advance of $4,000 from Dr. Kenneth Perego, II, M.D., pursuant to an unsecured promissory note
due on demand that carried a 6% interest rate.

 On
August 14, 2023, the Company received an advance of $6,000 from Dr. Kenneth Perego, II, M.D., pursuant to an unsecured promissory note
due on demand that carried a 6% interest rate.

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

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

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

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

 On
September 14, 2020, the Company received an advance of $26,000 from Dr. Kenneth Perego, II, M.D., pursuant to an unsecured demand note
that carried a 6% interest rate. A total of $27,201, consisting of $26,000 of principal and $1,201 of interest, was repaid on March 29,
2021.

 Advances
by and Repayments to Isiah L. Thomas, III, our Chairman of the Board and CEO

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

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

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

 On
October 19, 2021, a total of $52,918, consisting of $50,000 of principal and $2,918 of interest, was repaid to Mr. Isiah L. Thomas, III
in settlement of a demand note that had originated on October 28, 2020.

 On
September 15, 2021, a total of $130,610, consisting of $125,000 of principal and $5,610 of interest, was repaid to Mr. Isiah L. Thomas,
III in settlement of a demand note that had originated on December 16, 2020.

B Preferred Stock Sales to Isiah L. Thomas, III

 On
February 7, 2021, the Company and ISIAH International, LLC ("ISIAH International"), an entity controlled by Isiah L. Thomas,
our CEO and Chairman of the Board, entered into a Securities Purchase Agreement (the "Purchase Agreement") under which ISIAH
International agreed to purchase from the Company, on the dates provided for in the Purchase Agreement, an aggregate of 200,000 shares
of the Company's newly designated Series B Preferred Stock ("Series B Preferred Stock"), convertible into an aggregate
of 20,000,000 shares of the Company's common stock, for a purchase price of $15 per share of Preferred Stock, and an aggregate
purchase price of $3 million. Each share of Series B Preferred Stock has a Stated Value of $15 and is convertible into common stock at
a conversion price equal to $0.15. Isiah L. Thomas, the Company's Chief Executive Officer, is the sole member and Chief Executive
Officer of ISIAH International. Pursuant to the Purchase Agreement, ISIAH International purchased the 200,000 shares of Series B Preferred
Stock from the Company according to the following schedule:

 Date

 Purchase
 Price

 Initial Closing
 Date

 16,666

 $
 249,990

 February 22, 2021

 16,667

 250,005

 March 8, 2021

 16,667

 250,005

 March 22, 2021

 16,667

 250,005

 April 5, 2021

 16,666

 249,990

 April 19, 2021

 16,667

 250,005

 May 17, 2021

 33,334

 500,010

 June 14, 2021

 33,333

 499,995

 July 12, 2021

 33,333

 499,995

 Total

 $
 3,000,000

 On
various dates in May, 2021, the Company also received total proceeds of $50,010 from the sale of an aggregate of 3,334 shares of Series
B Preferred Stock at a price of $15 per share to trusts whose beneficiaries are adult children of Isiah L. Thomas, III. Mr. Thomas disclaims
beneficial ownership of the shares held by these trusts.

 Debt
and Common Stock Issued to Joerg Sommers

 On
October 5, 2023, the Company received an advance of $25,000 from Joerg Sommers, our President, pursuant to an unsecured promissory note
due on demand that carried a 6% interest rate.

 On
June 15, 2023, the Company issued 1,500,000 shares of common stock to the Company's President, Joerg Sommer, for services provided.
The aggregate fair value of the common stock was $89,850, based on the closing price of the Company's common stock on the date
of grant.

 Debt
and Common Stock Issued to Dr. John McCabe

 On
September 27, 2022, the Company received an advance of $750,000 from Dr. John McCabe, pursuant to an unsecured convertible promissory
note that carried an 8% interest rate, maturing on September 16, 2024, and convertible into shares of the Series B Preferred Stock of
the Company at any time at a price per share of Series B Stock of $15.00 per share. The promissory note was cancelled on March 15, 2024
in exchange for a new promissory note, bearing interest at 7% per annum, maturing on March 1, 2027.

 On
June 13, 2022, the Company received an advance of $100,000 from Dr. John McCabe, pursuant to an unsecured promissory note that carried
an 8% interest rate, which matured on January 1, 2024. The promissory note was cancelled on March 15, 2024 in exchange for a new promissory
note, bearing interest at 7% per annum, maturing on March 1, 2027.

 On
March 1, 2022, the Company received an advance of $400,000 from Dr. John McCabe, pursuant to an unsecured promissory note that carried
an 8% interest rate, which matured on January 1, 2024. The promissory note was cancelled on March 15, 2024 in exchange for a new promissory
note, bearing interest at 7% per annum, maturing on March 1, 2027.

 On
February 15, 2022, the Company received an advance of $200,000 from Dr. John McCabe, pursuant to an unsecured promissory note that carried
an 8% interest rate, which matured on January 1, 2024. The promissory note was cancelled on March 15, 2024 in exchange for a new promissory
note, bearing interest at 7% per annum, maturing on March 1, 2027.

 On
February 14, 2023, the Company sold 3,000,000 shares of common stock at a price of $0.10 per share to Dr. John McCabe, a greater than
10% stockholder, for total proceeds of $300,000.

Independence

 Our
board of directors currently consists of Isiah L. Thomas, III, our Chief Executive Officer and Chairman, Dr. Kenneth Perego, II, our
Vice Chairman, and Terry Buffalo. As an executive officer, Mr. Thomas does not qualify as "independent" under standards
of independence set forth by national securities exchanges. Our Board of Directors has determined that Dr. Kenneth Perego, II and
Terry Buffalo are "independent" in accordance with the NASDAQ Capital Market's requirements. As our common stock
is currently quoted on the OTCQB, we are not currently subject to corporate governance standards of listed companies.

 ITEM
14. Principal AccountING Fees And Services

 M&K
CPAS, PLLC was the Company's independent registered public accounting firm for the years ended December 31, 2023 and 2022.

 Audit
and Non-Audit Fees

 The
following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the
performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection
with tax compliance, tax advice and tax planning, and all other fees for services rendered.

 Years
 Ended December 31,

 2023

 2022

 Audit fees (1)

 $
 66,300

 $
 56,775

 Audit related fees

 -

 -

 Tax fees

 -

 -

 All
 other fees

 -

 -

 Total

 $
 66,300

 $
 56,775

 (1)
 Audit fees were principally for audit services and work performed in the review of the Company's quarterly reports on Form
10-Q.

 All of the 2023 and 2022 services described
above were approved by the Board of Directors in accordance with the SEC rule that requires audit committee pre-approval of audit and
non-audit services provided by the Company's independent registered public accounting firm. The Board of Directors has considered
whether the provisions of such services, including non-audit services, is compatible with maintaining M&K CPAS, PLLC 's independence
and has concluded that it is independent.

 PART
IV

 ITEM
15. Exhibits and Financial Statement Schedules

 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)

 2.2

 Agreement
 and Plan of Merger dated October 11, 2021, between One World Pharma, Inc. and One World Products, Inc. (incorporated by reference
 to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)

 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

 Articles
 of Merger Pursuant to NRS 92A.200 as filed with the Nevada Secretary of State on November 23, 2021 (incorporated by reference to
 Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by One World Pharma, Inc. on November 30, 2021)

 4.1

 Description
 of Securities (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form 10-K filed with
 the Securities and Exchange Commission on April 15, 2021)

 4.2

 Promissory
 Note of 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

 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

 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

 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

 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

 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

 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

 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, 2003 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 May 23, 2023)

 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*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *
Filed herewith.

 +
Compensatory plan or agreement.

 SIGNATURES

to the requirements of Section 13 or 15(d) 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.

 ONE

 (Registrant)

 By:

 /s/
 Isiah L. Thomas III

 Isiah
 L. Thomas, III

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Timothy Woods

 Timothy
 Woods

 Chief
 Financial Officer

 (Principal
 Financial Officer)

 Dated:
 May 22, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Isiah L. Thomas, III

 Chief
 Executive Officer and Chairman

 Isiah
 L. Thomas, III

 (Principal
 Executive Officer)

 May

 /s/
 Timothy Woods

 Chief
 Financial Officer

 May

 Timothy
 Woods

 (Principal
 Financial Officer)

 /s/
 Dr. Kenneth Perego, II

 Vice
 Chairman of the Board

 May

 Dr.
 Kenneth Perego, II

 /s/
 Terry Buffalo

 May

 Terry
 Buffalo