Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | One World Products, Inc. |
Entity Central Index Key | 0001622244 |
Entity Tax Identification Number | 61-1744826 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 6605 Grand Montecito Pkwy |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89149 |
City Area Code | 800 |
Local Phone Number | 605-3210 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 6605 Grand Montecito Pkwy, |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | Las Vegas, |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89149 |
City Area Code | 800 |
Local Phone Number | 605-3210 |
Contact Personnel Name | Isiah L. Thomas III |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 10,152 | $ 11,016 | $ 119,678 |
Accounts receivable | 12,488 | 12,355 | 19,880 |
Inventory | 312,736 | 54,153 | 198,595 |
Other current assets | 25,724 | 45,943 | 158,836 |
Total current assets | 361,100 | 123,467 | 496,989 |
Other assets | 213,593 | 179,927 | 147,194 |
Right-of-use assets | 425,969 | ||
Security deposits | 85,000 | 1,449,808 | 1,255,988 |
Fixed assets, net | 2,367,417 | 988,536 | 1,003,013 |
Total Assets | 3,027,110 | 3,167,707 | 2,903,184 |
Current liabilities: | |||
Accounts payable | 815,841 | 798,067 | 480,146 |
Accrued expenses | 1,238,479 | 948,458 | 457,762 |
Deferred revenues | 11,545 | 11,808 | 30,164 |
Dividends payable | 181,651 | 137,843 | 98,920 |
Current portion of lease liabilities | 86,235 | ||
Convertible notes payable, net of $-0- and $412,673 of debt discounts at December 31, 2022 and 2021, respectively | 750,000 | 337,327 | |
Notes payable, related parties, current maturities | 145,524 | 119,274 | |
Total current liabilities | 4,513,253 | 2,227,435 | |
Long-term lease liability | 341,680 | ||
Notes payable, related parties, long-term portion | 700,000 | ||
Total Liabilities | 4,513,253 | 4,219,115 | 1,723,593 |
Stockholders’ Equity (Deficit): | |||
Preferred stock, $0.001 par value, 9,200,000 shares authorized; no shares issued and outstanding at December 31, 2022 and 2021, respectively | |||
Common stock, $0.001 par value, 300,000,000 shares authorized; 67,202,907 and 65,599,565 shares issued and outstanding at December 31, 2022 and 2021, respectively | 76,736 | 67,203 | 65,600 |
Additional paid-in capital | 18,062,344 | 17,123,603 | 16,843,656 |
Subscriptions payable, consisting of -0- and 262,066 shares at December 31, 2022 and 2021, respectively | 45,000 | 21,725 | |
Accumulated other comprehensive loss | 94,671 | (50,699) | (64,347) |
Accumulated (deficit) | (24,489,739) | (22,976,365) | (19,916,888) |
Total Stockholders’ Equity (Deficit) | (6,210,988) | (5,836,258) | (3,050,254) |
Total Liabilities and Stockholders’ Equity (Deficit) | 3,027,110 | 3,167,707 | 2,903,184 |
Total current liabilities | 2,977,435 | 1,523,593 | |
Series A Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock value | 997,330 | 702,330 | 652,330 |
Series B Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Convertible preferred stock value | 3,727,515 | 4,082,520 | 3,577,515 |
Related Party [Member] | |||
Current liabilities: | |||
Convertible note payable, related party, current maturities | 750,000 | ||
Notes payable, related parties, current maturities | 1,061,500 | 99,500 | |
Notes payable | 200,000 | 200,000 | |
Convertible note payable, related party | 750,000 | ||
Notes payable, related parties, long-term portion | 900,000 | ||
Nonrelated Party [Member] | |||
Current liabilities: | |||
Notes payable, related parties, current maturities | 454,237 | 145,524 | 119,274 |
Notes payable | 700,000 | ||
Notes payable, related parties, long-term portion |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes payable, debt discounts | $ 53,442 | $ 0 | $ 412,673 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,200,000 | 9,200,000 | 9,200,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 76,736,274 | 67,202,907 | 65,599,565 |
Common stock, shares outstanding | 76,736,274 | 67,202,907 | 65,599,565 |
Subscriptions payable shares | 0 | 262,066 | |
Series A Convertible Preferred Stock [Member] | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 500,000 | 500,000 | 500,000 |
Temporary equity, shares issued | 99,733 | 70,233 | 65,233 |
Temporary equity, shares outstanding | 99,733 | 70,233 | 65,233 |
Preferred stock, par value | $ 10 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Series B Convertible Preferred Stock [Member] | |||
Temporary equity, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 300,000 | 300,000 | 300,000 |
Temporary equity, shares issued | 248,501 | 272,168 | 238,501 |
Temporary equity, shares outstanding | 248,501 | 272,168 | 238,501 |
Preferred stock, par value | $ 15 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenues | $ 5,906 | $ 33,373 | $ 8,082 | $ 76,384 | $ 125,662 | $ 38,264 |
Cost of goods sold | 767 | 23,969 | 1,866 | 54,765 | 300,757 | 19,744 |
Gross profit (loss) | 5,139 | 9,404 | 6,216 | 21,619 | (175,095) | 18,520 |
Operating expenses: | ||||||
General and administrative | 142,464 | 378,910 | 907,595 | 1,148,100 | 1,587,017 | 2,294,284 |
Professional fees | 236,139 | 95,946 | 413,651 | 380,801 | 431,737 | 915,217 |
Depreciation expense | 9,274 | 9,883 | 25,578 | 34,540 | 42,287 | 40,321 |
Total operating expenses | 387,877 | 484,739 | 1,346,824 | 1,563,441 | 2,061,041 | 3,249,822 |
Operating loss | (382,738) | (475,335) | (1,340,608) | (1,541,822) | (2,236,136) | (3,231,302) |
Other income (expense): | ||||||
Sublease income | 1,000 | 1,000 | 27,000 | |||
Loss on disposal of fixed assets | (9,041) | (9,041) | (9,041) | (71,487) | ||
Gain on early extinguishment of lease | 20,148 | 4,397 | 20,148 | 20,148 | ||
Gain on forgiveness of PPP loan | 121,372 | |||||
Gain on early extinguishment of debt | 121,372 | |||||
Interest income | 3 | 6 | 41 | 38 | 2,358 | |
Interest expense | (67,571) | (529,915) | (177,169) | (886,837) | (956,858) | (511,131) |
Total other expense | (67,568) | (518,808) | (172,766) | (753,317) | (823,341) | (553,260) |
Net loss | (450,306) | (994,143) | (1,513,374) | (2,295,139) | (3,059,477) | (3,784,562) |
Other comprehensive loss: | ||||||
Gain (loss) on foreign currency translation | (32,831) | 2,334 | 145,370 | 6,806 | 13,648 | (11,477) |
Net other comprehensive loss | (483,137) | (991,809) | (1,368,004) | (2,288,333) | (3,045,829) | (3,796,039) |
Series A convertible preferred stock declared ($0.60 per share) | (15,083) | (9,866) | (43,808) | (28,971) | (38,923) | (61,684) |
Net loss attributable to common shareholders | $ (498,220) | $ (1,001,675) | $ (1,411,812) | $ (2,317,304) | $ (3,084,752) | $ (3,857,723) |
Weighted average number of common shares | ||||||
Weighted average number of common shares outstanding basic | 74,958,373 | 66,080,317 | 71,436,129 | 65,850,852 | 66,191,644 | 60,600,548 |
Weighted average number of common shares outstanding diluted | 74,958,373 | 66,080,317 | 71,436,129 | 65,850,852 | 66,191,644 | 60,600,548 |
Net loss per share basic | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.04) | $ 0.05 | $ 0.06 |
Net loss per share diluted | (0.01) | (0.02) | (0.02) | (0.04) | 0.05 | 0.06 |
Dividends declared per share of common stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jan. 28, 2022 | Dec. 31, 2021 | Jul. 26, 2021 |
Purchase price per share | $ 0.50 | $ 0.13 | ||||
Series A Convertible Preferred Stock [Member] | ||||||
Purchase price per share | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions Payable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 1,502,330 | $ 53,085 | $ 14,103,672 | $ 75,000 | $ (52,870) | $ (16,132,326) | $ (1,953,439) | |
Balance, shares at Dec. 31, 2020 | 150,233 | 53,085,305 | ||||||
Common stock issued for services | $ 955 | 111,075 | 21,725 | 133,755 | ||||
Common stock issued for services, shares | 954,260 | |||||||
Amortization of common stock options issued for services | 1,000,834 | 1,000,834 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (61,684) | (61,684) | ||||||
Loss on foreign currency translation | (11,477) | (11,477) | ||||||
Net loss | (3,784,562) | (3,784,562) | ||||||
Series B convertible preferred stock sold for cash | $ 527,505 | (10) | (10) | |||||
Series B convertible preferred stock sold for cash, shares | 35,167 | |||||||
Commitment shares issued pursuant to promissory note | $ 2,250 | 416,062 | 418,312 | |||||
Commitment shares issued pursuant to promissory note, shares | 2,250,000 | |||||||
Common stock sold for cash | $ 750 | 74,250 | (75,000) | |||||
Common stock sold for cash, shares | 750,000 | |||||||
Series B convertible preferred stock sold for cash to our CEO | $ 3,050,010 | |||||||
Series B convertible preferred stock sold for cash to our CEO, shares | 203,334 | |||||||
Conversion of series A convertible preferred stock | $ (850,000) | $ 8,500 | 841,500 | 850,000 | ||||
Conversion of series A convertible preferred stock, shares | (85,000) | 8,500,000 | ||||||
Exercise of cashless options | $ 60 | (60) | ||||||
Exercise of cashless options, shares | 60,000 | |||||||
Warrants issued as a debt discount | 358,017 | 358,017 | ||||||
Balance at Dec. 31, 2021 | $ 652,330 | $ 3,577,515 | $ 65,600 | 16,843,656 | 21,725 | (64,347) | (19,916,888) | (3,050,254) |
Balance, shares at Dec. 31, 2021 | 65,233 | 238,501 | 65,599,565 | |||||
Common stock issued for services | $ 1,603 | 154,250 | (21,725) | 134,128 | ||||
Common stock issued for services, shares | 1,603,342 | |||||||
Amortization of common stock options issued for services | 123,440 | 123,440 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (28,971) | (28,971) | ||||||
Loss on foreign currency translation | 6,806 | 6,806 | ||||||
Net loss | (2,295,139) | (2,295,139) | ||||||
Series B convertible preferred stock sold for cash | $ 150,000 | |||||||
Series B convertible preferred stock sold for cash, shares | 10,000 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC | $ 205,005 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC, shares | 13,667 | |||||||
Balance at Sep. 30, 2022 | $ 652,330 | $ 3,932,520 | $ 67,203 | 17,092,375 | (57,541) | (22,212,027) | (5,109,990) | |
Balance, shares at Sep. 30, 2022 | 65,233 | 262,168 | 67,202,907 | |||||
Balance at Dec. 31, 2021 | $ 652,330 | $ 3,577,515 | $ 65,600 | 16,843,656 | 21,725 | (64,347) | (19,916,888) | (3,050,254) |
Balance, shares at Dec. 31, 2021 | 65,233 | 238,501 | 65,599,565 | |||||
Common stock issued for services | $ 1,603 | 154,250 | (21,725) | 134,128 | ||||
Common stock issued for services, shares | 1,603,342 | |||||||
Amortization of common stock options issued for services | 164,620 | 164,620 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (38,923) | (38,923) | ||||||
Loss on foreign currency translation | 13,648 | 13,648 | ||||||
Net loss | (3,059,477) | (3,059,477) | ||||||
Series B convertible preferred stock sold for cash | $ 300,000 | |||||||
Series B convertible preferred stock sold for cash, shares | 20,000 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC | $ 205,005 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC, shares | 13,667 | |||||||
Series A convertible preferred stock sold for cash | $ 50,000 | |||||||
Series A convertible preferred stock sold for cash, shares | 5,000 | |||||||
Balance at Dec. 31, 2022 | $ 702,330 | $ 4,082,520 | $ 67,203 | 17,123,603 | (50,699) | (22,976,365) | (5,836,258) | |
Balance, shares at Dec. 31, 2022 | 70,233 | 272,168 | 67,202,907 | |||||
Balance at Jun. 30, 2022 | $ 652,330 | $ 3,577,515 | $ 65,862 | 16,928,274 | (59,875) | (21,217,884) | (4,283,623) | |
Balance, shares at Jun. 30, 2022 | 65,233 | 238,501 | 65,861,631 | |||||
Common stock issued for services | $ 1,341 | 132,787 | 134,128 | |||||
Common stock issued for services, shares | 1,341,276 | |||||||
Amortization of common stock options issued for services | 41,180 | 41,180 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (9,866) | (9,866) | ||||||
Loss on foreign currency translation | 2,334 | 2,334 | ||||||
Net loss | (994,143) | (994,143) | ||||||
Series B convertible preferred stock sold for cash | $ 150,000 | |||||||
Series B convertible preferred stock sold for cash, shares | 10,000 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC | $ 205,005 | |||||||
Series B convertible preferred stock issued as commitment fee on ELOC, shares | 13,667 | |||||||
Balance at Sep. 30, 2022 | $ 652,330 | $ 3,932,520 | $ 67,203 | 17,092,375 | (57,541) | (22,212,027) | (5,109,990) | |
Balance, shares at Sep. 30, 2022 | 65,233 | 262,168 | 67,202,907 | |||||
Balance at Dec. 31, 2022 | $ 702,330 | $ 4,082,520 | $ 67,203 | 17,123,603 | (50,699) | (22,976,365) | (5,836,258) | |
Balance, shares at Dec. 31, 2022 | 70,233 | 272,168 | 67,202,907 | |||||
Series B preferred stock conversions | $ (355,005) | $ 2,366 | 352,639 | 355,005 | ||||
Series B preferred stock conversions, shares | (23,667) | 2,366,700 | ||||||
Common stock issued for services | $ 2,500 | 171,350 | 173,850 | |||||
Common stock issued for services, shares | 2,500,000 | |||||||
Amortization of common stock options issued for services | 121,052 | 121,052 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (43,808) | (43,808) | ||||||
Loss on foreign currency translation | 145,370 | 145,370 | ||||||
Net loss | (1,513,374) | (1,513,374) | ||||||
Series A convertible preferred stock sold for cash | $ 250,000 | |||||||
Series A convertible preferred stock sold for cash, shares | 25,000 | |||||||
Series A Convertible Preferred Stock issued for services | $ 45,000 | 45,000 | 45,000 | |||||
Series A Convertible Preferred Stock issued for services, shares | 4,500 | |||||||
Commitment shares issued pursuant to promissory note | $ 1,667 | 40,508 | 42,175 | |||||
Commitment shares issued pursuant to promissory note, shares | 1,666,667 | |||||||
Common stock sold for cash | $ 3,000 | 297,000 | 300,000 | |||||
Common stock sold for cash, shares | 3,000,000 | |||||||
Balance at Sep. 30, 2023 | $ 997,330 | $ 3,727,515 | $ 76,736 | 18,062,344 | 45,000 | 94,671 | (24,489,739) | (6,210,988) |
Balance, shares at Sep. 30, 2023 | 99,733 | 248,501 | 76,736,274 | |||||
Balance at Jun. 30, 2023 | $ 997,330 | $ 4,082,520 | $ 73,370 | 17,594,074 | 127,502 | (24,039,433) | (6,244,487) | |
Balance, shares at Jun. 30, 2023 | 99,733 | 272,168 | 73,369,574 | |||||
Series A preferred stock to be issued for services | 45,000 | 45,000 | ||||||
Series B preferred stock conversions | $ (355,005) | $ 2,366 | 352,639 | 355,005 | ||||
Series B preferred stock conversions, shares | (23,667) | 2,366,700 | ||||||
Common stock issued for services | $ 1,000 | 83,000 | 84,000 | |||||
Common stock issued for services, shares | 1,000,000 | |||||||
Amortization of common stock options issued for services | 47,714 | 47,714 | ||||||
Series A convertible preferred stock dividends declared ($0.60 per share) | (15,083) | (15,083) | ||||||
Loss on foreign currency translation | (32,831) | (32,831) | ||||||
Net loss | (450,306) | (450,306) | ||||||
Balance at Sep. 30, 2023 | $ 997,330 | $ 3,727,515 | $ 76,736 | $ 18,062,344 | $ 45,000 | $ 94,671 | $ (24,489,739) | $ (6,210,988) |
Balance, shares at Sep. 30, 2023 | 99,733 | 248,501 | 76,736,274 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Series A Convertible Preferred Stock [Member] | ||||||
Share issued price per share | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.60 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (1,513,374) | $ (2,295,139) | $ (3,059,477) | $ (3,784,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Bad debts expense | 2,062 | |||
Depreciation and amortization expense | 25,578 | 34,540 | 42,287 | 40,321 |
Loss on disposal of fixed assets | 9,041 | 9,041 | 71,487 | |
Gain on early extinguishment of lease | (4,397) | (20,148) | (20,148) | |
Gain on forgiveness of PPP loan | (121,372) | |||
Gain on early extinguishment of debt | (121,372) | |||
Amortization of debt discounts | 26,233 | 412,673 | 412,673 | 456,656 |
Stock-based compensation | 121,052 | 123,440 | 339,133 | 133,755 |
Amortization of options issued for services | 164,620 | 1,000,834 | ||
Series A preferred stock issued for services | 90,000 | |||
Common stock issued for services | 173,850 | 339,133 | ||
Stock options issued for services | 121,052 | 123,440 | ||
Decrease (increase) in assets: | ||||
Accounts receivable | (133) | (11,216) | 7,525 | (16,306) |
Inventory | (258,583) | (120,625) | 144,442 | 68,557 |
Other current assets | 20,219 | 109,578 | 112,893 | (187,119) |
Other assets | (33,666) | (33,327) | (32,733) | |
Right-of-use assets | 34,391 | 84,667 | 118,347 | 195,029 |
Security deposits | (194,020) | (193,820) | (1,190,874) | |
Increase (decrease) in liabilities: | ||||
Accounts payable | 17,774 | 259,049 | 317,921 | (254,408) |
Accrued expenses | 290,021 | 357,650 | 492,794 | (92,773) |
Deferred revenues | (263) | 5,176 | (18,356) | 30,164 |
Lease liability | (31,940) | (64,067) | (96,253) | (201,525) |
Net cash used in operating activities | (1,043,238) | (1,124,967) | (1,380,483) | (3,728,702) |
Cash flows from investing activities | ||||
Proceeds received on disposal of fixed assets | 6,350 | 6,350 | 5,125 | |
Purchase of fixed assets | (5,046) | (43,201) | (43,201) | (393,126) |
Net cash used in investing activities | (5,046) | (36,851) | (36,851) | (388,001) |
Cash flows from financing activities | ||||
Proceeds from convertible note payable | 750,000 | 750,000 | ||
Repayment of convertible note payable | (750,000) | (750,000) | ||
Proceeds from notes payable, related parties | 62,000 | 99,500 | 99,500 | |
Proceeds from notes payable | 262,500 | 868,081 | 868,081 | 1,147,000 |
Repayment of notes payable | (505,567) | |||
Proceeds from sale of preferred and common stock | 550,000 | 150,000 | 350,000 | 3,577,505 |
Net cash provided by financing activities | 874,500 | 1,117,581 | 1,317,581 | 4,218,938 |
Effect of exchange rate changes on cash | 172,920 | (6,820) | (8,909) | (11,477) |
Net increase (decrease) in cash | (864) | (51,057) | (108,662) | 90,758 |
Cash - beginning | 11,016 | 119,678 | 119,678 | 28,920 |
Cash - ending | 10,152 | 68,621 | 11,016 | 119,678 |
Supplemental disclosures: | ||||
Interest paid | 40,693 | 79,269 | 117,112 | 48,252 |
Income taxes paid | ||||
Non-cash investing and financing transactions: | ||||
Initial recognition of right-of-use assets and lease liabilities | 1,962,998 | |||
Cost of preferred shares exchanged for conversion to common stock | 850,000 | |||
Dividends payable | 43,808 | 28,971 | 38,923 | 61,684 |
Initial recognition of right-of-use assets and lease liabilities | 1,535,706 | |||
Deposit on equipment settled with note payable | 35,000 | |||
Value of debt discounts attributable to commitment shares | $ 42,175 | |||
Value of commitment shares issued as a debt discount | 418,312 | |||
Value of warrants issued as a debt discount | 358,017 | |||
Par value of cashless exercise of common stock options | $ 60 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business One World Products, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, 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 Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 825,000 0.50 825,000 0.50 300,000 0.424 875,000 OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming 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 been generating revenue from the sale of our seeds 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 was placed in service during the second quarter of 2023 within our vertically integrated extraction facility. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2023: Schedule 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 Subsidiary One World Pharma S.A.S (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary Agrobase, S.A.S. (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock company. This company commenced operations during 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 Popayán, 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. 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 (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. Comprehensive Income The Company has adopted the Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 no 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 September 30, 2023, the Company had $ 11,545 6,760 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. Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. 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. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share Debt – Modifications and Extinguishments Compensation and Derivatives and Hedging – Contracts in Entity’s Own Equity Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if converted method. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-06 has not had a material impact on the Company’s financial statements or related disclosures. No other new accounting pronouncements, issued or effective during the period ended September 30, 2023, have had or are expected to have a significant impact on the Company’s financial statements. | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business One World Products, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, One World Pharma, Inc. (“One World Pharma”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 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. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with a local farming co-operative that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We began harvesting cannabis in the first quarter of 2019 for the purpose of further research and development activities, quality control testing and extraction. We have been generating revenue from the sale of our seeds since the second quarter of 2020. During the first quarter of 2022, we made payments of approximately $ 1,400,000 for a state of the art distillation machine that we expect to be placed in service during the second quarter of 2023 within our vertically integrated extraction facility in which we entered into a 5 -year lease on October 1, 2022, where we have combined our office and extraction facilities into the same building. 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. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2022: Schedule 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 Subsidiary One World Pharma S.A.S . (3) Colombia Subsidiary Colombian Hope, S.A.S . (4) Colombia Subsidiary Agrobase, S.A.S . (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned 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. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. 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. Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. Comprehensive Income The Company has adopted ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 not have any cash in excess of FDIC insured limits at December 31, 2022, and has not experienced any losses in such accounts. 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. Fixed Assets 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: Schedule of Estimated Useful Lives of Fixed Assets Buildings 15 years Office equipment 5 years Furniture and fixtures 7 years Equipment and machinery 7 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, 2022, the Company had $ 11,808 of deferred revenues and $ 6,655 of deferred cost of goods sold, as included in other current assets on the balance sheet, that are expected to be recognized upon the customers’ completion of their harvests in 2023. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 80,498 and $ 137,915 for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, 2022 and 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Income 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. 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 October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share Debt – Modifications and Extinguishments Compensation and Derivatives and Hedging – Contracts in Entity’s Own Equity Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if converted method. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-06 has not had a material impact on the Company’s financial statements or related disclosures. 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. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements as of September 30, 2023, our balance of cash on hand was $ 10,152 4,152,153 24,489,739 In the event sales do not materialize at the expected rates, management would seek additional financing and would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising additional capital. | Note 2 – Going Concern As shown in the accompanying financial statements, the Company had $ 2,853,968 of negative working capital as of December 31, 2022, has incurred recurring losses from operations resulting in an accumulated deficit of $ 22,976,365 as of December 31, 2022, 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. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 3 – Related Party Transactions Common Stock Issued for Services, Related Party On June 15, 2023, the Company issued 1,500,000 89,850 | Note 3 – Related Party Transactions Expense Reimbursements Owed to Officers and Directors As of December 31, 2022, the Company owed a total of $ 65,382 to one of our Directors, Dr. Kenneth Perego, II, M.D., and $ 2,505 to the Company’s CFO, Mr. Timothy Woods, for unreimbursed expenses, as presented within accounts payable on the Balance Sheet. Debt Repayments, Related Party On October 18, 2021, the Company repaid a total of $ 52,918 , consisting of $ 50,000 of principal and $ 2,918 of interest, to Isiah Thomas, the Company’s Chief Executive Officer. On September 15, 2021, the Company repaid a total of $ 130,610 , consisting of $ 125,000 of principal and $ 5,610 of interest, to Isiah Thomas, the Company’s Chief Executive Officer. On March 29, 2021, the Company repaid a total of $ 27,201 of indebtedness owed to the Company’s Chairman of the Board, Dr. Kenneth Perego, II, M.D., consisting of $ 26,000 of principal and $ 1,201 of interest. Series B Preferred Stock Sales On February 7, 2021, the Company and ISIAH International, LLC (“ISIAH International”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) under which ISIAH International agreed to purchase from the Company, on the dates provided for in the Purchase Agreement, an aggregate of 200,000 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 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: Schedule of Agreement to Purchase Shares of Preferred Stock Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 250,005 March 8, 2021 16,667 250,005 March 22, 2021 16,667 250,005 April 5, 2021 16,666 249,990 April 19, 2021 16,667 250,005 May 17, 2021 33,334 500,010 June 14, 2021 33,333 499,995 July 12, 2021 33,333 499,995 Total 200,000 $ 3,000,000 On various dates in May, 2021, the Company also received total proceeds of $ 50,010 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. Common Stock Issued for Services On January 1, 2021, the Company awarded options to purchase 5,500,000 shares of common stock at an exercise price equal to $ 0.13 per share to Isiah L. Thomas III, the Company’s Chief Executive Officer and Vice Chairman. The options were issued outside of the 2019 Plan and are exercisable over a ten year period. The options vested immediately as to 2,750,000 shares, and vest as to the remaining 2,750,000 shares quarterly in 250,000 increments over the following eleven quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1174 , was $ 645,624 . The options are being expensed over the vesting period, resulting in $ 117,388 and $ 410,853 of stock-based compensation expense during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, a total of $ 117,383 of unamortized expenses are expected to be expensed over the vesting period. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On January 1, 2021, the Company awarded options to purchase 350,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.13 per share, exercisable over a ten year period to the Company’s Vice Chairman of the Board, Dr. Ken Perego. The options vest in equal quarterly installments over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1170 , was $ 40,943 . The options were expensed over the vesting period, resulting in $ 40,943 of stock-based compensation expense during the year ended December 31, 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | ||
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, 2023 and December 31, 2022, respectively: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 10,152 $ - $ - Total assets 10,152 - - Liabilities Convertible note payable, related party - 750,000 - Notes payable, related parties - 1,061,500 - Notes payable , net of $ 53,442 - 454,237 - Total liabilities - (2,265,737 ) - Total assets and liabilities $ 10,152 $ (2,265,737 ) $ - Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 11,016 $ - $ - Right-of-use asset - - 425,969 Total assets 11,016 - 425,969 Liabilities Lease liabilities - 427,915 Convertible notes payable - 750,000 - Notes payable - 145,524 - Notes payable, related parties - 999,500 - Total liabilities - (1,895,024 ) (427,915 ) Total assets and liabilities $ 11,016 $ (1,895,024 ) $ (1,946 ) There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2023 or the year ended December 31, 2022. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, 2022 and 2021: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 11,016 $ - $ - Right-of-use asset - - 425,969 Total assets 11,016 - 425,969 Liabilities Lease liabilities - 427,915 Convertible notes payable, net of $412,673 of debt discounts - 337,327 - Convertible notes payable - 750,000 - Notes payable - 845,524 - Notes payable, related parties - 299,500 - Total liabilities - (1,895,024 ) (427,915 ) Total assets and liabilities $ 11,016 $ (1,895,024 ) $ (1,946 ) Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 119,678 $ - $ - Total assets 119,678 - - Liabilities Convertible notes payable, net of $ 412,673 - 337,327 - Notes payable - 119,274 - Notes payable, related parties - 200,000 - Total liabilities - (656,601 ) - Total assets and liabilities $ 119,678 $ (656,601 ) $ - There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2022 or 2021. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 5 – 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 September 30, 2023 and December 31, 2022, respectively. Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 21,934 $ 18,580 Work in progress 30,174 1,464 Finished goods 316,100 80,858 Inventory gross 368,208 100,902 Less obsolescence (55,472 ) (46,749 ) Total inventory $ 312,736 $ 54,153 | 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, 2022 and 2021, respectively. Schedule of Inventory December 31, December 31, 2022 2021 Raw materials $ 18,580 $ 31,233 Work in progress 1,464 81,182 Finished goods 80,858 108,246 Inventory gross 100,902 220,661 Less obsolescence (46,749 ) (22,066 ) Total inventory $ 54,153 $ 198,595 |
Other Current Assets
Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Current Assets | Note 6 – Other Current Assets Other current assets included the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Other Current Assets September 30, December 31, 2023 2022 Prepaid expenses $ 18,964 $ 39,288 Deferred cost of goods sold 6,760 6,655 Total $ 25,724 $ 45,943 | Note 7 – Other Current Assets Other current assets included the following as of December 31, 2022 and 2021, respectively: Schedule of Other Current Assets December 31, December 31, 2022 2021 Prepaid expenses $ 39,288 $ 29,366 Deferred cost of goods sold 6,655 19,470 Other receivables - 110,000 Total $ 45,943 $ 158,836 |
Other Assets
Other Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | Note 7 – Other Assets Other assets consist entirely of VAT receivables in the amounts of $ 213,593 179,927 | Note 8 – Other Assets Other assets consist entirely of a $ 179,927 and $ 147,194 VAT receivable at December 31, 2022 and 2021, respectively, which will be returned upon the successful export of the products purchased in which the taxes were originally paid. |
Security Deposits
Security Deposits | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Security Deposits | ||
Security Deposits | Note 8 – Security Deposits Security deposits included the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Security Deposits September 30, December 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 - 395 Security deposits $ 85,000 $ 1,449,808 ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | Note 9 – Security Deposits Security deposits included the following as of December 31, 2022 and 2021, respectively: Schedule of Security Deposits December 31, December 31, 2022 2021 Utility deposits $ - $ 1,090 Refundable deposit on equipment purchase 50,000 50,000 Down payment on distillation equipment 1,399,413 1,155,000 Security deposits on leases held in Colombia 395 35,869 Security deposit on office lease - 14,029 Security deposits $ 1,449,808 $ 1,255,988 ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Fixed Assets
Fixed Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Fixed Assets | Note 9 – Fixed Assets Fixed assets consist of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Fixed Assets September 30, December 31, 2023 2022 Land $ 138,248 $ 138,248 Buildings 473,971 473,971 Office equipment 30,902 30,902 Furniture and fixtures 6,495 6,495 Equipment and machinery 1,828,006 423,547 Fixed assets, gross 2,477,622 1,073,163 Less: accumulated depreciation (110,205 ) (84,627 ) Total $ 2,367,417 $ 988,536 Depreciation and amortization expense totaled $ 25,578 34,540 | Note 10 – Fixed Assets Fixed assets consist of the following at December 31, 2022 and 2021, respectively: Schedule of Fixed Assets December 31, December 31, 2022 2021 Land $ 138,248 $ 138,248 Buildings 473,971 473,971 Office equipment 30,902 56,502 Furniture and fixtures 6,495 34,409 Equipment and machinery 423,547 383,829 Fixed assets, gross 1,073,163 1,086,959 Less: accumulated depreciation (84,627 ) (83,946 ) Total $ 988,536 $ 1,003,013 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. On November 30, 2021, the Company disposed of a building that was damaged in a storm at the Popayán farm. No proceeds were received on the disposal, resulting in a loss on disposal of fixed assets of $ 53,925 , which represented the net book value at the time of disposal. On July 27, 2021, the Company sold a truck previously used at the Popayán farm. The Company received proceeds of $ 5,125 on the sale, resulting in a loss on disposal of fixed assets of $ 2,064 , which represented the net book value at the time of disposal. On July 1, 2021, the Company disposed of equipment used at the Popayán farm that is no longer in service. No proceeds were received on the disposals, resulting in a loss on disposal of fixed assets of $ 15,498 , which represented the net book value at the time of disposal. Depreciation and amortization expense totaled $ 42,287 and $ 40,321 for the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | Note 10 – Accrued Expenses Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Accrued payroll $ 771,199 $ 613,569 Accrued withholding taxes and employee benefits 42,764 31,632 Accrued ICA fees and contributions 178,053 167,037 Accrued interest 246,463 136,220 Accrued expenses $ 1,238,479 $ 948,458 | Note 11 – Accrued Expenses Accrued expenses consisted of the following at December 31, 2022 and 2021, respectively: Schedule of Accrued Expenses December 31, December 31, 2022 2021 Accrued payroll $ 613,569 $ 261,044 Accrued withholding taxes and employee benefits 31,632 9,162 Accrued ICA fees and contributions 167,037 129,856 Accrued interest 136,220 57,700 Accrued expenses $ 948,458 $ 457,762 |
Deferred Revenues
Deferred Revenues | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Revenues | ||
Deferred Revenues | Note 11 – Deferred Revenues Arrangements with customers include multiple deliverables, consisting of an initial delivery of seeds and a contingent portion of the purchase price that is payable on the customer’s future harvest of the plants grown from such seeds. Deferred revenues associated with these multiple-element arrangements were $ 11,545 11,808 6,760 6,655 4,785 5,153 | 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 and $ 30,164 at December 31, 2022 and 2021, respectively. Related deferred cost of goods sold were $ 6,655 and $ 19,470 at December 31, 2022 and 2021, respectively, resulting in deferred gross margins of $ 5,153 and $ 10,964 at December 31, 2022 and 2021, respectively, that is expected to be recognized upon the customers’ completion of their harvests in future periods. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Leases | Note 12 – 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 3,000,000 645 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. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Terminated Leases The Company leased its 12,400 57,339,000 15,290 7,700 20,148 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 6,300 2 3,825 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 1,013 3 372 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 1,900,000 507 8 200 The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 For the Nine Months Ended September 30, 2023 2022 Operating lease cost: Amortization of right-of-use assets $ 34,391 $ 33,431 Interest on lease liabilities 11,379 26,463 Lease payments on short term leases 1,290 12,590 Total operating lease cost $ 47,060 $ 72,484 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, December 31, 2023 2022 Operating lease: Operating lease assets $ - $ 425,969 Current portion of operating lease liabilities $ - 86,235 Noncurrent operating lease liabilities - 341,680 Total operating lease liability $ - $ 427,915 Weighted average remaining lease term: Operating leases None 4.25 Weighted average discount rate: Operating lease 6.75 % 6.75 % Supplemental cash flow and other information related to operating leases was as follows: Schedule of Supplemental Cash Flow Related to Operating Leases 2023 2022 For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 31,940 $ 38,725 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - $ 1,535,706 Gain on early extinguishment of debt: $ 4,397 $ - ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | Note 13 – 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, or 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, or approximately $ 6,300 , with annual escalation of lease payments equal to the Consumer Price Index, plus 2% . The Company also leases a residential premise under a non-cancelable real property lease agreement that commenced on September 1, 2021 and expires on August 31, 2024, at a monthly lease term of 3,800,000 COP, or approximately $ 1,013 , with approximately a 3% annual escalation of lease payments commencing September 1, 2022. The Company leases 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, or approximately $ 507 with an 8% annual escalation of lease payments commencing June 1, 2023. 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. The components of lease expense were as follows: Schedule of Components of Lease Expense 2022 2021 For the Year Ended December 31, 2022 2021 Operating lease cost: Amortization of right-of-use assets $ 114,907 $ 87,276 Interest on lease liabilities 83,702 3,035 Lease payments on short term leases 23,811 - Total operating lease cost $ 222,420 $ 90,311 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases December 31, December 31, 2022 2021 Operating lease: Operating lease assets $ 425,969 $ - Current portion of operating lease liabilities $ 86,235 - Noncurrent operating lease liabilities 341,680 - Total operating lease liability $ 427,915 $ - Weighted average remaining lease term: Operating leases 4.25 years - Weighted average discount rate: Operating lease 6.75 % - ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Supplemental cash flow and other information related to operating leases was as follows: Schedule of Supplemental Cash Flow Related to Operating Leases 2022 2021 For the Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 96,253 $ 201,525 Early extinguishment of lease: Lease liability terminated $ 1,438,830 $ - Right-of use asset terminated (1,418,682 ) - Gain on early extinguishment of lease $ 20,148 $ - Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 1,962,998 $ - Our anticipated future lease commitments on a calendar year basis in US dollars, excluding common area maintenance fees, under non-cancelable operating leases are as follows: Schedule of Operating Lease Liability Maturity Minimum Year Ending Lease December 31, Commitments 2023 $ 112,508 2024 107,632 2025 99,186 2026 102,162 2027 78,336 Total future minimum lease liabilities $ 499,824 |
Convertible Note Payable, Relat
Convertible Note Payable, Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Note Payable, Related Party | Note 13 – Convertible Note Payable, Related Party Convertible note payable, related party consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Note Payable Related Party September 30, December 31, 2023 2022 On September 27, 2022 750,000 750,000 On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 September 16, 2024 8 15 $ 750,000 $ 750,000 Total convertible note payable, related party 750,000 750,000 Less: current maturities - - Convertible note payable, related party, long-term portion $ 750,000 $ 750,000 The Company recorded interest expense pursuant to the stated interest rates on the convertible note, related party in the amount of $ 44,877 43,899 | Note 14 – Convertible Note Payable Convertible note payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Convertible Note Payable December 31, December 31, 2022 2021 On September 27, 2022, $ 750,000 $ - On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 8 15 $ 750,000 $ - On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $ 750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three -year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $ 0.25 per share, and (iii) a three -year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $ 0.50 per share, for an aggregate purchase price of $ 705,000 , pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 197 % and a call option value of $ 0.1053 and $ 0.1001 , respectively, was $ 358,017 , and is being amortized as a debt discount over the life of the loan. The Company received net proceeds of $ 678,750 after deductions of debt discounts, consisting of $ 45,000 pursuant to an original issue discount, $ 15,000 of legal fees and $ 11,250 of brokerage fees. The Note matures on September 24, 2022 (the “Maturity Date”), bears interest at a rate of 8 % 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 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 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 $ 250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital shall be entitled to be issued additional shares of common stock of the Company 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 $ 150,062 that is being amortized over the life of the loan. The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. The note was repaid on September 27, 2022. $ - $ 750,000 Total convertible notes payable 750,000 750,000 Less: unamortized debt discounts - 412,673 Convertible note payable, net of discounts $ 750,000 $ 337,327 ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognized debt discounts for the years ended December 31, 2022 and 2021, as follows: Schedule of Convertible Debt Discounts December 31, December 31, 2022 2021 Fair value of 3,250,000 commitment shares of common stock $ 106,894 $ 418,312 Fair value of warrants to purchase 3,500,000 shares of common stock 255,026 358,017 Original issue discounts 32,055 53,700 Legal and brokerage fees 18,698 39,300 Total debt discounts 412,673 869,329 Amortization of debt discounts 412,673 456,656 Unamortized debt discounts $ - $ 412,673 The aggregate debt discounts of $ 869,329 incurred during the year ended December 31, 2021, were amortized over the life of the loans using the straight-line method, which approximated the effective interest method. The Company recorded finance expense in the amount of $ 412,673 and $ 456,656 on the amortization of these discounts for the years ended December 31, 2022 and 2021, respectively. 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 $ 59,023 and $ 36,243 for the years ended December 31, 2022 and 2021, respectively. In addition, the Company recognized $ 412,673 and $ 456,656 of interest expense related to the debt discounts for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Notes Payable, Related Parties
Notes Payable, Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable Related Parties | ||
Notes Payable, Related Parties | Note 14 – Notes Payable, Related Parties Notes payable, related party, consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Related Party September 30, December 31, 2023 2022 On September 11, 2023, the Company received an advance of $ 52,000 10 $ 52,000 $ - On August 31, 2023, the Company received an advance of $ 4,000 6 4,000 - On August 14, 2023, the Company received an advance of $ 6,000 6 6,000 - On August 5, 2022, the Company received an advance of $ 50,000 6 50,000 50,000 On August 2, 2022, the Company received an advance of $ 4,500 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 January 1, 2024 8 100,000 100,000 On July 7, 2022, the Company received an advance of $ 5,000 6 5,000 5,000 On June 3, 2022, the Company received an advance of $ 10,000 6 10,000 10,000 On May 5, 2022, the Company received an advance of $ 10,000 6 10,000 10,000 On May 5, 2022, the Company received an advance of $ 20,000 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 January 1, 2024 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 January 1, 2024 8 200,000 200,000 On December 29, 2021, the Company received an advance of $ 200,000 January 1, 2024 8 200,000 200,000 Total notes payable, related party 1,061,500 999,500 Less: current maturities 1,061,500 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 $ 58,804 43,763 ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | Notes Payable, Related Parties Note 16 – Notes Payable, Related Party Notes payable, related party, consists of the following at December 31, 2022 and 2021, respectively: Schedule of Notes Payable Related Party December 31, December 31, 2022 2021 On August 5, 2022, the Company received an advance of $ 50,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. $ 50,000 $ - On August 2, 2022, the Company received an advance of $ 4,500 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 4,500 - On July 7, 2022, the Company received an advance of $ 5,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 5,000 - On June 3, 2022, the Company received an advance of $ 10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 10,000 - On May 5, 2022, the Company received an advance of $ 10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 10,000 - On May 5, 2022, the Company received an advance of $ 20,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 20,000 - On December 29, 2021, the Company received an advance of $ 200,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due January 1, 2024 that carries an 8 % interest rate. 200,000 200,000 Total notes payable. related party 299,500 200,000 Less: current maturities 99,500 - Notes payable, related party, long-term portion $ 200,000 $ 200,000 The Company recorded interest expense pursuant to the stated interest rates on the notes payable, related party, in the amount of $ 19,127 and $ 9,729 for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognized interest expense for the year ended December 31, 2022 and 2021, respectively, as follows: Schedule of Interest Expenses December 31, December 31, 2022 2021 Interest on convertible notes $ 59,023 $ 17,260 Interest on notes payable 85,653 18,945 Interest on notes payable, related parties 19,127 9,729 Amortization of debt discounts on convertible notes 50,753 42,247 Amortization of debt discounts on convertible notes, common stock 106,894 311,418 Amortization of debt discounts on convertible notes, warrants 255,026 102,991 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 - Interest on accounts payable 11,249 8,541 Total interest expense $ 956,858 $ 511,131 |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable | ||
Notes Payable | Note 15 – Notes Payable Schedule of Notes Payable September 30, December 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 10 15 $ 35,000 $ - On June 23, 2023, the Company completed the sale of a Promissory Note in the principal amount of $ 300,000 276,000 262,500 24,000 7,500 6,000 March 23, 2024 12 10 100,000 1,666,667 42,175 300,000 - On September 15, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 55,488,000 12,243 70,000,000 15,445 4 3,202 1,823 17,268 14,552 On June 17, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 230,400,000 55,821 240,000,000 58,147 4 2,326 3,383 59,204 49,894 On May 31, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 314,640,000 76,231 360,000,000 87,220 2.1 10,990 1,586 88,806 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 4,846 88 4,934 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 2,423 44 2,467 2,079 Total notes payable 507,679 145,524 Less: unamortized debt discounts 53,442 - Notes payable, net of discounts 454,237 145,524 Less: current maturities 454,237 145,524 Notes payable, long-term portion $ - $ - The Company recognized aggregate debt discounts on the notes payable to AJB Capital for the nine months ended September 30, 2023, as follows: ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Schedule of Notes Payable Debt Discounts September 30, 2023 Fair value of 1,666,667 $ 42,175 Original issue discounts 24,000 Legal and brokerage fees 13,500 Total debt discounts 79,675 Amortization of debt discounts 26,233 Unamortized debt discounts $ 53,442 The aggregate debt discounts of $ 79,675 26,233 0 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 The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $ 47,255 21,120 The Company recognized interest expense for the nine months ended September 30, 2023 and 2022, as follows: Schedule of Interest Expenses September 30, September 30, 2023 2022 Finance cost on equity line of credit $ - $ 15,000 Interest on convertible notes, related party 44,877 43,899 Interest on notes payable, related parties 58,804 43,763 Interest on notes payable 47,255 21,120 Amortization of debt discounts 13,549 50,753 Amortization of debt discounts, common stock 12,684 106,894 Amortization of debt discounts, warrants - 255,026 Series B preferred stock issued as a commitment on an ELOC - 205,005 Common stock issued as a commitment on the 2 nd - 134,128 Interest on accounts payable - 11,249 Total interest expense $ 177,169 $ 886,837 | Note 15 – Notes Payable Notes payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Notes Payable December 31, December 31, 2022 2021 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 $ 893 due to foreign currency translation adjustments. $ 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 $ 8,253 due to foreign currency translation adjustments. 49,894 - On June 13, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 100,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 100,000 - 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, maturing on November 28, 2022. 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 $ 12,380 due to foreign currency translation adjustments. 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 $ 688 due to foreign currency translation adjustments. 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 $ 344 due to foreign currency translation adjustments. 2,079 - On March 1, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 400,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 400,000 - On February 15, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 200,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 200,000 - On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $ 119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note carried interest at 1.00% per annum, payable monthly beginning December 4, 2020, and was due on May 4, 2022 . The PPP Note could have been repaid at any time without penalty. 40% of the amount of the PPP Note. A total of $ 121,372 , consisting of $ 119,274 of principal and $ 2,098 of interest, was forgiven on February 11, 2022 . - 119,274 Notes payable - 119,274 Total notes payable 845,524 119,274 Less: current maturities 145,524 119,274 Notes payable, long-term portion $ 700,000 $ - The Company recorded interest expense in the amount of $ 85,653 and $ 18,945 for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Preferred Stock | ||
Convertible Preferred Stock | Note 16 – Convertible Preferred Stock Preferred Stock The Company has 10,000,000 0.001 500,000 600,000 The shares of Series A Preferred Stock and Series B Preferred Stock are each currently convertible into one hundred (100) shares of the Company’s common stock. The Series A Preferred Stock accrues dividends at the rate of 6 99,733 248,501 10 15 The Series A and B Preferred Stock have been classified outside of permanent equity and liabilities. the Series A Preferred Stock embodies conditional obligations that the Company may settle by issuing a variable number of equity shares, and in both the Series A and B Preferred Stock, monetary value of the obligation is based on a fixed monetary amount known at inception. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Series 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 25,000 25,000 five 2,500,000 0.25 Series A Preferred Stock Payable, Consultants On July 1, 2023, the Company was obligated to issue 4,500 45,000 Series A Preferred Stock Issued for Services, Consultants On January 1, 2023, the Company issued 4,500 45,000 Preferred Stock Dividends The Series A Preferred Stock accrues dividends at the rate of 6 43,808 28,971 181,651 Series B Preferred Stock Issuances On September 12, 2023, a shareholder converted 10,000 1,000,000 On July 7, 2023, a shareholder converted 13,667 1,366,700 | Note 17 – Convertible Preferred Stock Preferred 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, 2022, there were 70,233 and 272,168 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. Series A Preferred Stock Sales 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 shares of Series A Preferred Stock and five -year warrants to purchase 500,000 shares of common stock at an exercise price of $ 0.25 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. Series A Preferred Stock Conversions On November 15, 2021, a shareholder converted 30,000 shares of Series A Preferred Stock into 3,000,000 shares of common stock. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On April 6, 2021, a shareholder converted 30,000 shares of Series A Preferred Stock into 3,000,000 shares of common stock. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On March 24, 2021, a shareholder converted 10,000 shares of Series A Preferred Stock into 1,000,000 shares of common stock. The shares of common stock were subsequently issued on April 7, 2021. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 26, 2021, a shareholder converted 5,000 shares of Series A Preferred Stock into 500,000 shares of common stock. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 12, 2021, a shareholder converted 10,000 shares of Series A Preferred Stock into 1,000,000 shares of common stock. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Preferred Stock Dividends The Series A Preferred Stock accrues dividends at the rate of 6 % per annum, payable in cash as and when declared by the Board or upon a liquidation. The Company recognized $ 38,923 and $ 61,684 for years ended December 31, 2022 and 2021, respectively. A total of $ 137,843 of dividends had accrued as of December 31, 2022. Series 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. On February 7, 2021, the Company and ISIAH International entered into a Securities Purchase Agreement under which ISIAH International agreed to purchase from the Company, on the dates provided for in the Purchase Agreement, an aggregate of 200,000 shares of the Company’s newly designated Series B Preferred Stock, convertible into an aggregate of 20,000,000 shares of 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 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: Schedule to Purchase Shares of Preferred Stock Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 250,005 March 8, 2021 16,667 250,005 March 22, 2021 16,667 250,005 April 5, 2021 16,666 249,990 April 19, 2021 16,667 250,005 May 17, 2021 33,334 500,010 June 14, 2021 33,333 499,995 July 12, 2021 33,333 499,995 Total 200,000 $ 3,000,000 In addition to the shares sold to ISIAH International, the Company received total proceeds of $ 527,520 on various dates between March 9, 2021 and April 22, 2021 from the sale of an additional 35,167 shares of Series B Preferred Stock at a price of $ 15 per share to seven accredited investors, including 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 17 – 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 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 Compensation 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 5,000,000 200,000 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 $ 60,000 240,000 5,000,000 1,500,000 1,500,000 Mr. Sommer will also be entitled to a bonus of up $ 380,000 $ 200,000 2 $ 80,000 1 $ 60,000 1 $ 40,000 1 | 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. 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 ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Commitment for the Sale of Series B Preferred Stock On October 3, 2022, the Company and ISIAH International, LLC (“ISIAH International”), an entity in which the Company’s CEO, Isiah L. Thomas, III, is the sole member, entered into a securities purchase agreement under which ISIAH International has agreed to purchase from the Company an aggregate of 33,333 shares of the Company’s Series B Preferred Stock (the “Series B Shares”), initially convertible into an aggregate of three million three hundred thirty three thousand three hundred ( 3,333,300 ) shares of the Company’s common stock, for a total purchase price of $ 499,995 . To date, no purchases under this agreement have occurred. |
Changes in Stockholders_ Equity
Changes in Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Changes in Stockholders’ Equity | Note 18 – Changes in Stockholders’ Equity Common Stock The Company is authorized to issue an aggregate of 300,000,000 0.001 76,736,274 Common Stock Sales On February 14, 2023, the Company sold 3,000,000 0.10 300,000 ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Common Stock Issued as a Commitment Fee On June 23, 2023, the Company paid a commitment fee to AJB Capital in the form of 1,666,667 42,175 Common Stock Issued for Services, Related Party On June 15, 2023, the Company issued 1,500,000 89,850 Common Stock Issued for Services On September 18, 2023, the Company issued 1,000,000 84,000 Amortization of Stock-Based Compensation A total of $ 121,052 123,440 | Note 19 – Stockholders’ Equity Preferred 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. Common 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, 2022, there were 67,202,907 shares of common stock issued and outstanding. Common 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. Common Stock Issued as a Promissory Note Commitment As disclosed in Note 14 above, the Company paid a commitment fee to AJB Capital of $ 250,000 in the form of 1,250,000 shares of the Company’s common stock (“Commitment Fee Shares”) in connection with the issuance of the Second AJB Note, which was repaid on September 27, 2022. The issuance of these commitment fee shares resulted in a debt discount of $ 150,062 that was amortized over the life of the loan, resulting in $ 106,894 and $ 43,168 of finance expense during the years ended December 31, 2022 and 2021, respectively. During the six month period following the six-month anniversary of the closing date, AJB Capital was entitled to be issued additional shares of common stock of the Company 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. 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. Also, as disclosed in Note 14 above, the Company paid a commitment fee to AJB Capital of $ 200,000 in the form of 2,000,000 shares of the Company’s common stock in connection with the issuance of the First AJB Note, which was repaid on September 17, 2021. The issuance of the commitment fee shares resulted in a debt discount of $ 268,250 that was amortized over the life of the loan, resulting in $ 268,250 of finance expense during the year ended December 31, 2021. On October 15, 2021, pursuant to the early repayment terms of the promissory note, one million of these shares were redeemed and cancelled for a nominal aggregate purchase price of $ 1.00 . Common Stock Options Exercised On July 26, 2021, a total of 60,000 shares of common stock were issued upon exercise on a cashless basis of options to purchase 125,000 shares of common stock at a price $ 0.13 per share. Common Stock Issued for Services, Employees and Consultants On May 25, 2021, the Company awarded a total of 50,000 shares of common stock pursuant for consulting services to two individuals. The aggregate fair value of the shares was $ 8,500 , based on the closing price of the Company’s common stock on the date of grant . On May 12, 2021, the Company entered into a Settlement Agreement with COR. Pursuant to the Settlement Agreement, the Company issued COR 118,150 shares of common stock. The fair value of the shares was $ 29,538 , based on the closing price of the Company’s common stock on the date of grant . ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On June 1, 2021, the Company entered into a new agreement with COR and issued another 112,528 shares of common stock to COR. The fair value of the shares was $ 18,758 , based on the closing price of the Company’s common stock on the date of grant . On December 1, 2021, the Company owed COR another 262,066 shares of common stock, which were subsequently issued on March 29, 2022. The fair value of the shares was $ 21,725 , based on the closing price of the Company’s common stock on the date of grant . Common Stock Issued for Services, Officers and Directors On December 31, 2021, the Company issued 673,582 shares of common stock in lieu of cash compensation to its former Chief Financial Officer, Vahé Gabriel. The aggregate fair value of the shares was $ 55,234 , based on the closing price of the Company’s common stock on the date of grant . |
Common Stock Options
Common Stock Options | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Common Stock Options | Note 19 – 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 Outstanding Options Options to purchase an aggregate total of 10,392,000 0.14 7.37 Options Granted On August 22, 2023, the Company awarded options to purchase 250,000 0.10 ten year 145 0.0735 18,367 18,367 The Company recognized a total of $ 121,052 123,440 29,342 | 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. Common Stock Options Issued for Services On May 28, 2021, the Company awarded options to purchase 1,000,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.1782 per share, exercisable over a ten year period to the Company’s CFO and COO, Vahé Gabriel. The options vested immediately as to 500,000 shares, and vest as to the remaining 500,000 shares quarterly in 250,000 increments over the following two quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 183 % and a call option value of $ 0.1719 , was $ 171,949 . The options were expensed over the vesting period, resulting in $ 171,949 of stock-based compensation expense during the year ended December 31, 2021. On May 25, 2021, the Company awarded options to purchase an aggregate 425,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.17 per share, exercisable over a ten year period to three advisory board members. 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 183 % and a call option value of $ 0.1653 , was $ 70,269 . The options are being expensed over the vesting period, resulting in $ 35,132 and $ 20,493 of stock-based compensation expense during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, a total of $ 14,644 of unamortized expenses are expected to be expensed over the vesting period. On January 1, 2021, the Company awarded options to purchase 5,500,000 shares of common stock at an exercise price equal to $ 0.13 per share to Isiah L. Thomas III, the Company’s Chief Executive Officer and Vice Chairman. The options were issued outside of the 2019 Plan and are exercisable over a ten year period. The options vested immediately as to 2,750,000 shares, and vest as to the remaining 2,750,000 shares quarterly in 250,000 increments over the following eleven quarters. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1174 , was $ 645,624 . The options are being expensed over the vesting period, resulting in $ 117,388 and $ 410,853 of stock-based compensation expense during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, a total of $ 117,383 of unamortized expenses are expected to be expensed over the vesting period. On January 1, 2021, the Company awarded options to purchase 350,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.13 per share, exercisable over a ten year period to the Company’s Chairman of the Board, Dr. Ken Perego. The options vest in equal quarterly installments over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1170 , was $ 40,943 . The options were expensed over the vesting period, resulting in $ 40,943 of stock-based compensation expense during the year ended December 31, 2021. On January 1, 2021, the Company awarded options to purchase 475,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.13 per share, exercisable over a ten year period to Bruce Raben, one of the Company’s Directors. The options vest in equal quarterly installments over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1170 , was $ 55,565 . The options were expensed over the vesting period, resulting in $ 55,565 of stock-based compensation expense during the year ended December 31, 2021. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On January 1, 2021, the Company awarded options to purchase an aggregate 1,842,000 shares of common stock under the 2019 Plan at an exercise price equal to $ 0.13 per share, exercisable over a ten year period to seven consultants and employees. The options vest in equal quarterly installments over one year. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192 % and a call option value of $ 0.1170 , was $ 215,475 . The options were expensed over the vesting period, resulting in $ 215,475 of stock-based compensation expense during the year ended December 31, 2021. Common Stock Options Exercised On July 26, 2021, a total of 60,000 shares of common stock were issued upon exercise on a cashless basis of options to purchase 125,000 shares of common stock at a price $ 0.13 per share. Common Stock Options 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, 2022. Schedule of Option Exercise Price Range Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $ 0.13 - $ 0.56 10,242,000 8.05 years $ 0.15 9,113,528 $ 0.15 The following is a summary of activity of outstanding stock options: Schedule of Option Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2020 1,275,000 $ 0.36 Options granted 9,592,000 0.14 Options exercised (125,000 ) (0.13 ) Balance, December 31, 2021 10,742,000 0.16 Options granted - - Options expired (500,000 ) (0.50 ) Balance, December 31, 2022 10,242,000 $ 0.15 Exercisable, December 31, 2022 9,113,528 $ 0.15 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 20 – Warrants Outstanding Warrants Warrants to purchase an aggregate total of 14,011,650 0.29 2.16 Warrants Granted On April 3, 2023, the Company received proceeds of $ 100,000 10,000 10,000 five 1,000,000 0.25 146 0.0635 63,508 ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) On January 27, 2023, the Company received proceeds of $ 100,000 10,000 10,000 five 1,000,000 0.25 148 0.0672 67,180 On January 9, 2023, the Company received proceeds of $ 25,000 2,500 2,500 five 250,000 0.25 152 0.0550 13,757 On January 4, 2023, the Company received proceeds of $ 25,000 2,500 2,500 five 250,000 0.25 156 0.0559 13,970 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 21 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the nine months ended September 30, 2023, and the year ended December 31, 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 September 30, 2023, the Company had approximately $ 9,746,000 The net operating loss carry forwards, if not utilized, will begin to expire in 2025. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2023 and December 31, 2022, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. | Note 22 - Income Tax Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended December 31, 2022 and 2021, 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, 2022, the Company had approximately $ 9,285,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025 . ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The provision (benefit) for income taxes for the years ended December 31, 2022 and 2021 were assuming a 21% effective tax rate. The effective income tax rate for the years ended December 31, 2022 and 2021 consisted of the following: Schedule of Effective Income Tax Rate 2022 2021 December 31, 2022 2021 Federal statutory income tax rate 21 % 21 % 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: Schedule of Deferred Tax Asset 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 1,950,000 $ 1,535,000 Net deferred tax assets before valuation allowance $ 1,950,000 $ 1,535,000 Less: Valuation allowance (1,950,000 ) (1,535,000 ) 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, 2022 and 2021, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 22 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued. Related Party Debt Financing On October 11, 2023, the Company received an advance of $ 25,000 10 Common Stock Sales On October 2, 2023, the Company sold 1,000,000 0.10 100,000 Common Stock Issued for Services On October 4, 2023, the Company issued 572,083 51,487 | Note 23 – Subsequent Events Series A Preferred Stock Sales On various dates between January 4, 2023 and April 3, 2023, the Company received total proceeds 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 shares of common stock at an exercise price of $ 0.25 per share to four accredited investors. The proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. Common Stock Sales 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 . Common 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 . |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Major Customers And Accounts Receivable | |
Major Customers and Accounts Receivable | Note 5 – Major Customers and Accounts Receivable The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the year ended December 31, 2022, no customers accounted for more than 10% of the Company’s total revenue, and for the year ended December 31, 2021, four customers accounted for 60% of revenue, respectively. At December 31, 2022 and 2021, one customer accounted for 67% and 75% of accounts receivable, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Note Payable | Note 13 – Convertible Note Payable, Related Party Convertible note payable, related party consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Note Payable Related Party September 30, December 31, 2023 2022 On September 27, 2022 750,000 750,000 On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 September 16, 2024 8 15 $ 750,000 $ 750,000 Total convertible note payable, related party 750,000 750,000 Less: current maturities - - Convertible note payable, related party, long-term portion $ 750,000 $ 750,000 The Company recorded interest expense pursuant to the stated interest rates on the convertible note, related party in the amount of $ 44,877 43,899 | Note 14 – Convertible Note Payable Convertible note payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Convertible Note Payable December 31, December 31, 2022 2021 On September 27, 2022, $ 750,000 $ - On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 8 15 $ 750,000 $ - On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $ 750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three -year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $ 0.25 per share, and (iii) a three -year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $ 0.50 per share, for an aggregate purchase price of $ 705,000 , pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 197 % and a call option value of $ 0.1053 and $ 0.1001 , respectively, was $ 358,017 , and is being amortized as a debt discount over the life of the loan. The Company received net proceeds of $ 678,750 after deductions of debt discounts, consisting of $ 45,000 pursuant to an original issue discount, $ 15,000 of legal fees and $ 11,250 of brokerage fees. The Note matures on September 24, 2022 (the “Maturity Date”), bears interest at a rate of 8 % 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 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 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 $ 250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital shall be entitled to be issued additional shares of common stock of the Company 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 $ 150,062 that is being amortized over the life of the loan. The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. The note was repaid on September 27, 2022. $ - $ 750,000 Total convertible notes payable 750,000 750,000 Less: unamortized debt discounts - 412,673 Convertible note payable, net of discounts $ 750,000 $ 337,327 ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognized debt discounts for the years ended December 31, 2022 and 2021, as follows: Schedule of Convertible Debt Discounts December 31, December 31, 2022 2021 Fair value of 3,250,000 commitment shares of common stock $ 106,894 $ 418,312 Fair value of warrants to purchase 3,500,000 shares of common stock 255,026 358,017 Original issue discounts 32,055 53,700 Legal and brokerage fees 18,698 39,300 Total debt discounts 412,673 869,329 Amortization of debt discounts 412,673 456,656 Unamortized debt discounts $ - $ 412,673 The aggregate debt discounts of $ 869,329 incurred during the year ended December 31, 2021, were amortized over the life of the loans using the straight-line method, which approximated the effective interest method. The Company recorded finance expense in the amount of $ 412,673 and $ 456,656 on the amortization of these discounts for the years ended December 31, 2022 and 2021, respectively. 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 $ 59,023 and $ 36,243 for the years ended December 31, 2022 and 2021, respectively. In addition, the Company recognized $ 412,673 and $ 456,656 of interest expense related to the debt discounts for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 18 – Changes in Stockholders’ Equity Common Stock The Company is authorized to issue an aggregate of 300,000,000 0.001 76,736,274 Common Stock Sales On February 14, 2023, the Company sold 3,000,000 0.10 300,000 ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Common Stock Issued as a Commitment Fee On June 23, 2023, the Company paid a commitment fee to AJB Capital in the form of 1,666,667 42,175 Common Stock Issued for Services, Related Party On June 15, 2023, the Company issued 1,500,000 89,850 Common Stock Issued for Services On September 18, 2023, the Company issued 1,000,000 84,000 Amortization of Stock-Based Compensation A total of $ 121,052 123,440 | Note 19 – Stockholders’ Equity Preferred 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. Common 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, 2022, there were 67,202,907 shares of common stock issued and outstanding. Common 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. Common Stock Issued as a Promissory Note Commitment As disclosed in Note 14 above, the Company paid a commitment fee to AJB Capital of $ 250,000 in the form of 1,250,000 shares of the Company’s common stock (“Commitment Fee Shares”) in connection with the issuance of the Second AJB Note, which was repaid on September 27, 2022. The issuance of these commitment fee shares resulted in a debt discount of $ 150,062 that was amortized over the life of the loan, resulting in $ 106,894 and $ 43,168 of finance expense during the years ended December 31, 2022 and 2021, respectively. During the six month period following the six-month anniversary of the closing date, AJB Capital was entitled to be issued additional shares of common stock of the Company 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. 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. Also, as disclosed in Note 14 above, the Company paid a commitment fee to AJB Capital of $ 200,000 in the form of 2,000,000 shares of the Company’s common stock in connection with the issuance of the First AJB Note, which was repaid on September 17, 2021. The issuance of the commitment fee shares resulted in a debt discount of $ 268,250 that was amortized over the life of the loan, resulting in $ 268,250 of finance expense during the year ended December 31, 2021. On October 15, 2021, pursuant to the early repayment terms of the promissory note, one million of these shares were redeemed and cancelled for a nominal aggregate purchase price of $ 1.00 . Common Stock Options Exercised On July 26, 2021, a total of 60,000 shares of common stock were issued upon exercise on a cashless basis of options to purchase 125,000 shares of common stock at a price $ 0.13 per share. Common Stock Issued for Services, Employees and Consultants On May 25, 2021, the Company awarded a total of 50,000 shares of common stock pursuant for consulting services to two individuals. The aggregate fair value of the shares was $ 8,500 , based on the closing price of the Company’s common stock on the date of grant . On May 12, 2021, the Company entered into a Settlement Agreement with COR. Pursuant to the Settlement Agreement, the Company issued COR 118,150 shares of common stock. The fair value of the shares was $ 29,538 , based on the closing price of the Company’s common stock on the date of grant . ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On June 1, 2021, the Company entered into a new agreement with COR and issued another 112,528 shares of common stock to COR. The fair value of the shares was $ 18,758 , based on the closing price of the Company’s common stock on the date of grant . On December 1, 2021, the Company owed COR another 262,066 shares of common stock, which were subsequently issued on March 29, 2022. The fair value of the shares was $ 21,725 , based on the closing price of the Company’s common stock on the date of grant . Common Stock Issued for Services, Officers and Directors On December 31, 2021, the Company issued 673,582 shares of common stock in lieu of cash compensation to its former Chief Financial Officer, Vahé Gabriel. The aggregate fair value of the shares was $ 55,234 , based on the closing price of the Company’s common stock on the date of grant . |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Common Stock Warrants | Note 21 – Common Stock Warrants Warrants to purchase a total of 11,511,650 shares of common stock were outstanding as of December 31, 2022. On December 21, 2022, the Company received proceeds of $ 50,000 from the sale of 2,500 units, consisting of 2,500 shares of Series A Preferred Stock and five -year warrants to purchase 250,000 shares of common stock at an exercise price of $ 0.25 per share from an 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 $ 0.0699 , 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 shares of Series A Preferred Stock and five -year warrants to purchase 250,000 shares of common stock at an exercise price of $ 0.25 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 . ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2022. Schedule of Warrants to Purchase Common Stock Outstanding Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Range of Exercise Prices Shares Underlying Warrants Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Shares Underlying Warrants Exercisable Weighted Average Exercise Price $ 0.25 -$ 0.50 11,511,650 2.43 years $ 0.25 -$ 0.50 11,511,650 $ 0.25 -$ 0.50 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: Schedule of Fair value Assumption of Warrants December 31, December 31, 2022 2021 Average risk-free interest rates 3.79 % 0.47 % Average expected life (in years) 5.00 3.00 Volatility 157 % 197 % The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $ 0.29 and $ 0.10 per warrant for the years ended December 31, 2022 and 2021, respectively. The following is a summary of activity of outstanding common stock warrants: Schedule of Warrants Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2020 7,511,650 $ 0.25 Warrants granted 3,500,000 0.39 Balance, December 31, 2021 11,011,650 0.30 Warrants granted 500,000 0.25 Balance, December 31, 2022 11,511,650 $ 0.29 Exercisable, December 31, 2022 11,511,650 $ 0.29 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Nature of Business | 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 Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 825,000 0.50 825,000 0.50 300,000 0.424 875,000 OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming 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 been generating revenue from the sale of our seeds 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 was placed in service during the second quarter of 2023 within our vertically integrated extraction facility. | 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, One World Pharma, Inc. (“One World Pharma”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 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. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive all four licenses, including seed use, cultivation of non-psychoactive cannabis, cultivation of psychoactive cannabis, and manufacturing allowing for extraction and export. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with a local farming co-operative that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We began harvesting cannabis in the first quarter of 2019 for the purpose of further research and development activities, quality control testing and extraction. We have been generating revenue from the sale of our seeds since the second quarter of 2020. During the first quarter of 2022, we made payments of approximately $ 1,400,000 for a state of the art distillation machine that we expect to be placed in service during the second quarter of 2023 within our vertically integrated extraction facility in which we entered into a 5 -year lease on October 1, 2022, where we have combined our office and extraction facilities into the same building. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | 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. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2023: Schedule 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 Subsidiary One World Pharma S.A.S (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary Agrobase, S.A.S. (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock company. This company commenced operations during 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 Popayán, Colombia. | 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, 2022: Schedule 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 Subsidiary One World Pharma S.A.S . (3) Colombia Subsidiary Colombian Hope, S.A.S . (4) Colombia Subsidiary Agrobase, S.A.S . (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned 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. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. |
Reclassifications | 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. | 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. |
Foreign Currency Translation | 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 (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. | Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. |
Comprehensive Income | Comprehensive Income The Company has adopted the Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. | Comprehensive Income The Company has adopted ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. |
Use of Estimates | 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. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. | 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 | 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 no | 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 not have any cash in excess of FDIC insured limits at December 31, 2022, and has not experienced any losses in such accounts. |
Revenue Recognition | 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 September 30, 2023, the Company had $ 11,545 6,760 | 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, 2022, the Company had $ 11,808 of deferred revenues and $ 6,655 of deferred cost of goods sold, as included in other current assets on the balance sheet, that are expected to be recognized upon the customers’ completion of their harvests in 2023. |
Inventory | 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 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. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. | Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. | 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, 2022 and 2021, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In 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. ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share Debt – Modifications and Extinguishments Compensation and Derivatives and Hedging – Contracts in Entity’s Own Equity Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if converted method. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-06 has not had a material impact on the Company’s financial statements or related disclosures. No other new accounting pronouncements, issued or effective during the period ended September 30, 2023, have had or are expected to have a significant impact on the Company’s financial statements. | 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 October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share Debt – Modifications and Extinguishments Compensation and Derivatives and Hedging – Contracts in Entity’s Own Equity Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options In March 2020, the FASB issued ASU 2020-04 establishing Topic 848, Reference Rate Reform In August 2020, the FASB issued ASU No. 2020-06, Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if converted method. The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-06 has not had a material impact on the Company’s financial statements or related disclosures. 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. |
Fixed Assets | Fixed Assets 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: Schedule of Estimated Useful Lives of Fixed Assets Buildings 15 years Office equipment 5 years Furniture and fixtures 7 years Equipment and machinery 7 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. | |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 80,498 and $ 137,915 for the years ended December 31, 2022 and 2021, respectively. ONE WORLD PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Income Taxes | Income 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. | |
Uncertain Tax Positions | 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. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Common Control and Ownership Interest | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2023: Schedule 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 Subsidiary One World Pharma S.A.S (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary Agrobase, S.A.S. (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock company. This company commenced operations during 2023. | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at December 31, 2022: Schedule 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 Subsidiary One World Pharma S.A.S . (3) Colombia Subsidiary Colombian Hope, S.A.S . (4) Colombia Subsidiary Agrobase, S.A.S . (5) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses. (5) Wholly-owned 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. |
Schedule of Estimated Useful Lives of Fixed Assets | Schedule of Estimated Useful Lives of Fixed Assets Buildings 15 years Office equipment 5 years Furniture and fixtures 7 years Equipment and machinery 7 years Leasehold improvements Term of lease |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | ||
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, 2023 and December 31, 2022, respectively: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 10,152 $ - $ - Total assets 10,152 - - Liabilities Convertible note payable, related party - 750,000 - Notes payable, related parties - 1,061,500 - Notes payable , net of $ 53,442 - 454,237 - Total liabilities - (2,265,737 ) - Total assets and liabilities $ 10,152 $ (2,265,737 ) $ - Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 11,016 $ - $ - Right-of-use asset - - 425,969 Total assets 11,016 - 425,969 Liabilities Lease liabilities - 427,915 Convertible notes payable - 750,000 - Notes payable - 145,524 - Notes payable, related parties - 999,500 - Total liabilities - (1,895,024 ) (427,915 ) Total assets and liabilities $ 11,016 $ (1,895,024 ) $ (1,946 ) | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, 2022 and 2021: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 11,016 $ - $ - Right-of-use asset - - 425,969 Total assets 11,016 - 425,969 Liabilities Lease liabilities - 427,915 Convertible notes payable, net of $412,673 of debt discounts - 337,327 - Convertible notes payable - 750,000 - Notes payable - 845,524 - Notes payable, related parties - 299,500 - Total liabilities - (1,895,024 ) (427,915 ) Total assets and liabilities $ 11,016 $ (1,895,024 ) $ (1,946 ) Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 119,678 $ - $ - Total assets 119,678 - - Liabilities Convertible notes payable, net of $ 412,673 - 337,327 - Notes payable - 119,274 - Notes payable, related parties - 200,000 - Total liabilities - (656,601 ) - Total assets and liabilities $ 119,678 $ (656,601 ) $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 21,934 $ 18,580 Work in progress 30,174 1,464 Finished goods 316,100 80,858 Inventory gross 368,208 100,902 Less obsolescence (55,472 ) (46,749 ) Total inventory $ 312,736 $ 54,153 | Schedule of Inventory December 31, December 31, 2022 2021 Raw materials $ 18,580 $ 31,233 Work in progress 1,464 81,182 Finished goods 80,858 108,246 Inventory gross 100,902 220,661 Less obsolescence (46,749 ) (22,066 ) Total inventory $ 54,153 $ 198,595 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Other Current Assets | Other current assets included the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Other Current Assets September 30, December 31, 2023 2022 Prepaid expenses $ 18,964 $ 39,288 Deferred cost of goods sold 6,760 6,655 Total $ 25,724 $ 45,943 | Other current assets included the following as of December 31, 2022 and 2021, respectively: Schedule of Other Current Assets December 31, December 31, 2022 2021 Prepaid expenses $ 39,288 $ 29,366 Deferred cost of goods sold 6,655 19,470 Other receivables - 110,000 Total $ 45,943 $ 158,836 |
Security Deposits (Tables)
Security Deposits (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Security Deposits | ||
Schedule of Security Deposits | Security deposits included the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Security Deposits September 30, December 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 - 395 Security deposits $ 85,000 $ 1,449,808 | Security deposits included the following as of December 31, 2022 and 2021, respectively: Schedule of Security Deposits December 31, December 31, 2022 2021 Utility deposits $ - $ 1,090 Refundable deposit on equipment purchase 50,000 50,000 Down payment on distillation equipment 1,399,413 1,155,000 Security deposits on leases held in Colombia 395 35,869 Security deposit on office lease - 14,029 Security deposits $ 1,449,808 $ 1,255,988 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Fixed Assets September 30, December 31, 2023 2022 Land $ 138,248 $ 138,248 Buildings 473,971 473,971 Office equipment 30,902 30,902 Furniture and fixtures 6,495 6,495 Equipment and machinery 1,828,006 423,547 Fixed assets, gross 2,477,622 1,073,163 Less: accumulated depreciation (110,205 ) (84,627 ) Total $ 2,367,417 $ 988,536 | Fixed assets consist of the following at December 31, 2022 and 2021, respectively: Schedule of Fixed Assets December 31, December 31, 2022 2021 Land $ 138,248 $ 138,248 Buildings 473,971 473,971 Office equipment 30,902 56,502 Furniture and fixtures 6,495 34,409 Equipment and machinery 423,547 383,829 Fixed assets, gross 1,073,163 1,086,959 Less: accumulated depreciation (84,627 ) (83,946 ) Total $ 988,536 $ 1,003,013 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Accrued payroll $ 771,199 $ 613,569 Accrued withholding taxes and employee benefits 42,764 31,632 Accrued ICA fees and contributions 178,053 167,037 Accrued interest 246,463 136,220 Accrued expenses $ 1,238,479 $ 948,458 | Accrued expenses consisted of the following at December 31, 2022 and 2021, respectively: Schedule of Accrued Expenses December 31, December 31, 2022 2021 Accrued payroll $ 613,569 $ 261,044 Accrued withholding taxes and employee benefits 31,632 9,162 Accrued ICA fees and contributions 167,037 129,856 Accrued interest 136,220 57,700 Accrued expenses $ 948,458 $ 457,762 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense 2023 2022 For the Nine Months Ended September 30, 2023 2022 Operating lease cost: Amortization of right-of-use assets $ 34,391 $ 33,431 Interest on lease liabilities 11,379 26,463 Lease payments on short term leases 1,290 12,590 Total operating lease cost $ 47,060 $ 72,484 | The components of lease expense were as follows: Schedule of Components of Lease Expense 2022 2021 For the Year Ended December 31, 2022 2021 Operating lease cost: Amortization of right-of-use assets $ 114,907 $ 87,276 Interest on lease liabilities 83,702 3,035 Lease payments on short term leases 23,811 - Total operating lease cost $ 222,420 $ 90,311 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases September 30, December 31, 2023 2022 Operating lease: Operating lease assets $ - $ 425,969 Current portion of operating lease liabilities $ - 86,235 Noncurrent operating lease liabilities - 341,680 Total operating lease liability $ - $ 427,915 Weighted average remaining lease term: Operating leases None 4.25 Weighted average discount rate: Operating lease 6.75 % 6.75 % | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases December 31, December 31, 2022 2021 Operating lease: Operating lease assets $ 425,969 $ - Current portion of operating lease liabilities $ 86,235 - Noncurrent operating lease liabilities 341,680 - Total operating lease liability $ 427,915 $ - Weighted average remaining lease term: Operating leases 4.25 years - Weighted average discount rate: Operating lease 6.75 % - |
Schedule of Supplemental Cash Flow Related to Operating Leases | Supplemental cash flow and other information related to operating leases was as follows: Schedule of Supplemental Cash Flow Related to Operating Leases 2023 2022 For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 31,940 $ 38,725 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - $ 1,535,706 Gain on early extinguishment of debt: $ 4,397 $ - | Supplemental cash flow and other information related to operating leases was as follows: Schedule of Supplemental Cash Flow Related to Operating Leases 2022 2021 For the Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 96,253 $ 201,525 Early extinguishment of lease: Lease liability terminated $ 1,438,830 $ - Right-of use asset terminated (1,418,682 ) - Gain on early extinguishment of lease $ 20,148 $ - Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 1,962,998 $ - |
Schedule of Operating Lease Liability Maturity | Our anticipated future lease commitments on a calendar year basis in US dollars, excluding common area maintenance fees, under non-cancelable operating leases are as follows: Schedule of Operating Lease Liability Maturity Minimum Year Ending Lease December 31, Commitments 2023 $ 112,508 2024 107,632 2025 99,186 2026 102,162 2027 78,336 Total future minimum lease liabilities $ 499,824 |
Convertible Note Payable, Rel_2
Convertible Note Payable, Related Party (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Note Payable Related Party | Convertible note payable, related party consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Note Payable Related Party September 30, December 31, 2023 2022 On September 27, 2022 750,000 750,000 On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 September 16, 2024 8 15 $ 750,000 $ 750,000 Total convertible note payable, related party 750,000 750,000 Less: current maturities - - Convertible note payable, related party, long-term portion $ 750,000 $ 750,000 | Convertible note payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Convertible Note Payable December 31, December 31, 2022 2021 On September 27, 2022, $ 750,000 $ - On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 8 15 $ 750,000 $ - On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $ 750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three -year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $ 0.25 per share, and (iii) a three -year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $ 0.50 per share, for an aggregate purchase price of $ 705,000 , pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 197 % and a call option value of $ 0.1053 and $ 0.1001 , respectively, was $ 358,017 , and is being amortized as a debt discount over the life of the loan. The Company received net proceeds of $ 678,750 after deductions of debt discounts, consisting of $ 45,000 pursuant to an original issue discount, $ 15,000 of legal fees and $ 11,250 of brokerage fees. The Note matures on September 24, 2022 (the “Maturity Date”), bears interest at a rate of 8 % 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 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 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 $ 250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital shall be entitled to be issued additional shares of common stock of the Company 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 $ 150,062 that is being amortized over the life of the loan. The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. The note was repaid on September 27, 2022. $ - $ 750,000 Total convertible notes payable 750,000 750,000 Less: unamortized debt discounts - 412,673 Convertible note payable, net of discounts $ 750,000 $ 337,327 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable Related Parties | ||
Schedule of Notes Payable Related Party | Notes payable, related party, consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Notes Payable Related Party September 30, December 31, 2023 2022 On September 11, 2023, the Company received an advance of $ 52,000 10 $ 52,000 $ - On August 31, 2023, the Company received an advance of $ 4,000 6 4,000 - On August 14, 2023, the Company received an advance of $ 6,000 6 6,000 - On August 5, 2022, the Company received an advance of $ 50,000 6 50,000 50,000 On August 2, 2022, the Company received an advance of $ 4,500 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 January 1, 2024 8 100,000 100,000 On July 7, 2022, the Company received an advance of $ 5,000 6 5,000 5,000 On June 3, 2022, the Company received an advance of $ 10,000 6 10,000 10,000 On May 5, 2022, the Company received an advance of $ 10,000 6 10,000 10,000 On May 5, 2022, the Company received an advance of $ 20,000 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 January 1, 2024 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 January 1, 2024 8 200,000 200,000 On December 29, 2021, the Company received an advance of $ 200,000 January 1, 2024 8 200,000 200,000 Total notes payable, related party 1,061,500 999,500 Less: current maturities 1,061,500 99,500 Notes payable, related party, long-term portion $ - $ 900,000 | Notes payable, related party, consists of the following at December 31, 2022 and 2021, respectively: Schedule of Notes Payable Related Party December 31, December 31, 2022 2021 On August 5, 2022, the Company received an advance of $ 50,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. $ 50,000 $ - On August 2, 2022, the Company received an advance of $ 4,500 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 4,500 - On July 7, 2022, the Company received an advance of $ 5,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 5,000 - On June 3, 2022, the Company received an advance of $ 10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 10,000 - On May 5, 2022, the Company received an advance of $ 10,000 from Isiah Thomas, III, our Chairman of the Board and CEO, pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 10,000 - On May 5, 2022, the Company received an advance of $ 20,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due on demand that carries a 6 % interest rate. 20,000 - On December 29, 2021, the Company received an advance of $ 200,000 from Dr. Kenneth Perego, II, M.D., our Vice Chairman of the Board pursuant to an unsecured promissory note due January 1, 2024 that carries an 8 % interest rate. 200,000 200,000 Total notes payable. related party 299,500 200,000 Less: current maturities 99,500 - Notes payable, related party, long-term portion $ 200,000 $ 200,000 |
Schedule of Interest Expenses | The Company recognized interest expense for the nine months ended September 30, 2023 and 2022, as follows: Schedule of Interest Expenses September 30, September 30, 2023 2022 Finance cost on equity line of credit $ - $ 15,000 Interest on convertible notes, related party 44,877 43,899 Interest on notes payable, related parties 58,804 43,763 Interest on notes payable 47,255 21,120 Amortization of debt discounts 13,549 50,753 Amortization of debt discounts, common stock 12,684 106,894 Amortization of debt discounts, warrants - 255,026 Series B preferred stock issued as a commitment on an ELOC - 205,005 Common stock issued as a commitment on the 2 nd - 134,128 Interest on accounts payable - 11,249 Total interest expense $ 177,169 $ 886,837 | The Company recognized interest expense for the year ended December 31, 2022 and 2021, respectively, as follows: Schedule of Interest Expenses December 31, December 31, 2022 2021 Interest on convertible notes $ 59,023 $ 17,260 Interest on notes payable 85,653 18,945 Interest on notes payable, related parties 19,127 9,729 Amortization of debt discounts on convertible notes 50,753 42,247 Amortization of debt discounts on convertible notes, common stock 106,894 311,418 Amortization of debt discounts on convertible notes, warrants 255,026 102,991 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 - Interest on accounts payable 11,249 8,541 Total interest expense $ 956,858 $ 511,131 |
Schedule to Purchase Shares of Preferred Stock | Schedule to Purchase Shares of Preferred Stock Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 250,005 March 8, 2021 16,667 250,005 March 22, 2021 16,667 250,005 April 5, 2021 16,666 249,990 April 19, 2021 16,667 250,005 May 17, 2021 33,334 500,010 June 14, 2021 33,333 499,995 July 12, 2021 33,333 499,995 Total 200,000 $ 3,000,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Notes Payable | Schedule of Notes Payable September 30, December 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 10 15 $ 35,000 $ - On June 23, 2023, the Company completed the sale of a Promissory Note in the principal amount of $ 300,000 276,000 262,500 24,000 7,500 6,000 March 23, 2024 12 10 100,000 1,666,667 42,175 300,000 - On September 15, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 55,488,000 12,243 70,000,000 15,445 4 3,202 1,823 17,268 14,552 On June 17, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 230,400,000 55,821 240,000,000 58,147 4 2,326 3,383 59,204 49,894 On May 31, 2022, the Company, through its wholly-owned subsidiary, One World Pharma, SAS, received proceeds of 314,640,000 76,231 360,000,000 87,220 2.1 10,990 1,586 88,806 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 4,846 88 4,934 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 2,423 44 2,467 2,079 Total notes payable 507,679 145,524 Less: unamortized debt discounts 53,442 - Notes payable, net of discounts 454,237 145,524 Less: current maturities 454,237 145,524 Notes payable, long-term portion $ - $ - | Notes payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Notes Payable December 31, December 31, 2022 2021 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 $ 893 due to foreign currency translation adjustments. $ 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 $ 8,253 due to foreign currency translation adjustments. 49,894 - On June 13, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 100,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 100,000 - 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, maturing on November 28, 2022. 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 $ 12,380 due to foreign currency translation adjustments. 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 $ 688 due to foreign currency translation adjustments. 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 $ 344 due to foreign currency translation adjustments. 2,079 - On March 1, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 400,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 400,000 - On February 15, 2022, the Company, through its wholly-owned subsidiary, OWP Ventures, Inc., received an advance of $ 200,000 from an individual pursuant to an unsecured promissory note, maturing on January 1, 2024 , that carries an 8% interest rate. 200,000 - On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $ 119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note carried interest at 1.00% per annum, payable monthly beginning December 4, 2020, and was due on May 4, 2022 . The PPP Note could have been repaid at any time without penalty. 40% of the amount of the PPP Note. A total of $ 121,372 , consisting of $ 119,274 of principal and $ 2,098 of interest, was forgiven on February 11, 2022 . - 119,274 Notes payable - 119,274 Total notes payable 845,524 119,274 Less: current maturities 145,524 119,274 Notes payable, long-term portion $ 700,000 $ - |
Schedule of Interest Expenses | The Company recognized interest expense for the nine months ended September 30, 2023 and 2022, as follows: Schedule of Interest Expenses September 30, September 30, 2023 2022 Finance cost on equity line of credit $ - $ 15,000 Interest on convertible notes, related party 44,877 43,899 Interest on notes payable, related parties 58,804 43,763 Interest on notes payable 47,255 21,120 Amortization of debt discounts 13,549 50,753 Amortization of debt discounts, common stock 12,684 106,894 Amortization of debt discounts, warrants - 255,026 Series B preferred stock issued as a commitment on an ELOC - 205,005 Common stock issued as a commitment on the 2 nd - 134,128 Interest on accounts payable - 11,249 Total interest expense $ 177,169 $ 886,837 | The Company recognized interest expense for the year ended December 31, 2022 and 2021, respectively, as follows: Schedule of Interest Expenses December 31, December 31, 2022 2021 Interest on convertible notes $ 59,023 $ 17,260 Interest on notes payable 85,653 18,945 Interest on notes payable, related parties 19,127 9,729 Amortization of debt discounts on convertible notes 50,753 42,247 Amortization of debt discounts on convertible notes, common stock 106,894 311,418 Amortization of debt discounts on convertible notes, warrants 255,026 102,991 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 - Interest on accounts payable 11,249 8,541 Total interest expense $ 956,858 $ 511,131 |
AJB Capital [Member] | ||
Schedule of Notes Payable Debt Discounts | The Company recognized aggregate debt discounts on the notes payable to AJB Capital for the nine months ended September 30, 2023, as follows: ONE WORLD PRODUCTS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Schedule of Notes Payable Debt Discounts September 30, 2023 Fair value of 1,666,667 $ 42,175 Original issue discounts 24,000 Legal and brokerage fees 13,500 Total debt discounts 79,675 Amortization of debt discounts 26,233 Unamortized debt discounts $ 53,442 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Schedule of Agreement to Purchase Shares of Preferred Stock | Schedule of Agreement to Purchase Shares of Preferred Stock Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 250,005 March 8, 2021 16,667 250,005 March 22, 2021 16,667 250,005 April 5, 2021 16,666 249,990 April 19, 2021 16,667 250,005 May 17, 2021 33,334 500,010 June 14, 2021 33,333 499,995 July 12, 2021 33,333 499,995 Total 200,000 $ 3,000,000 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Convertible Note Payable | Convertible note payable, related party consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Note Payable Related Party September 30, December 31, 2023 2022 On September 27, 2022 750,000 750,000 On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 September 16, 2024 8 15 $ 750,000 $ 750,000 Total convertible note payable, related party 750,000 750,000 Less: current maturities - - Convertible note payable, related party, long-term portion $ 750,000 $ 750,000 | Convertible note payable consists of the following at December 31, 2022 and 2021, respectively: Schedule of Convertible Note Payable December 31, December 31, 2022 2021 On September 27, 2022, $ 750,000 $ - On September 27, 2022, the Company completed the sale of a Convertible Promissory Note in the principal amount of $ 750,000 8 15 $ 750,000 $ - On September 24, 2021, the Company completed the sale of a (i) Promissory Note in the principal amount of $ 750,000 (the “Second AJB Note”) to AJB Capital Investments LLC (“AJB Capital”), (ii) a three -year warrant to purchase 1,500,000 shares of the Company’s common stock at an initial exercise price of $ 0.25 per share, and (iii) a three -year warrant to purchase 2,000,000 shares of the Company’s common stock at an initial exercise price of $ 0.50 per share, for an aggregate purchase price of $ 705,000 , pursuant to a Securities Purchase Agreement between the Company and AJB Capital (the “Purchase Agreement”). The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 197 % and a call option value of $ 0.1053 and $ 0.1001 , respectively, was $ 358,017 , and is being amortized as a debt discount over the life of the loan. The Company received net proceeds of $ 678,750 after deductions of debt discounts, consisting of $ 45,000 pursuant to an original issue discount, $ 15,000 of legal fees and $ 11,250 of brokerage fees. The Note matures on September 24, 2022 (the “Maturity Date”), bears interest at a rate of 8 % 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 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 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 $ 250,000 (the “Commitment Fee”) in the form of 1,250,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date, AJB Capital shall be entitled to be issued additional shares of common stock of the Company 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 $ 150,062 that is being amortized over the life of the loan. The obligations of the Company to AJB Capital under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and AJB Capital. The note was repaid on September 27, 2022. $ - $ 750,000 Total convertible notes payable 750,000 750,000 Less: unamortized debt discounts - 412,673 Convertible note payable, net of discounts $ 750,000 $ 337,327 |
AJB Capital [Member] | ||
Schedule of Convertible Debt Discounts | The Company recognized debt discounts for the years ended December 31, 2022 and 2021, as follows: Schedule of Convertible Debt Discounts December 31, December 31, 2022 2021 Fair value of 3,250,000 commitment shares of common stock $ 106,894 $ 418,312 Fair value of warrants to purchase 3,500,000 shares of common stock 255,026 358,017 Original issue discounts 32,055 53,700 Legal and brokerage fees 18,698 39,300 Total debt discounts 412,673 869,329 Amortization of debt discounts 412,673 456,656 Unamortized debt discounts $ - $ 412,673 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Option Exercise Price Range | The following is a summary of information about the Stock Options outstanding at December 31, 2022. Schedule of Option Exercise Price Range Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $ 0.13 - $ 0.56 10,242,000 8.05 years $ 0.15 9,113,528 $ 0.15 |
Schedule of Option Activity | The following is a summary of activity of outstanding stock options: Schedule of Option Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2020 1,275,000 $ 0.36 Options granted 9,592,000 0.14 Options exercised (125,000 ) (0.13 ) Balance, December 31, 2021 10,742,000 0.16 Options granted - - Options expired (500,000 ) (0.50 ) Balance, December 31, 2022 10,242,000 $ 0.15 Exercisable, December 31, 2022 9,113,528 $ 0.15 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Warrants | |
Schedule of Warrants to Purchase Common Stock Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2022. Schedule of Warrants to Purchase Common Stock Outstanding Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Range of Exercise Prices Shares Underlying Warrants Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Shares Underlying Warrants Exercisable Weighted Average Exercise Price $ 0.25 -$ 0.50 11,511,650 2.43 years $ 0.25 -$ 0.50 11,511,650 $ 0.25 -$ 0.50 |
Schedule of Fair value Assumption of Warrants | 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: Schedule of Fair value Assumption of Warrants December 31, December 31, 2022 2021 Average risk-free interest rates 3.79 % 0.47 % Average expected life (in years) 5.00 3.00 Volatility 157 % 197 % |
Schedule of Warrants Activity | The following is a summary of activity of outstanding common stock warrants: Schedule of Warrants Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2020 7,511,650 $ 0.25 Warrants granted 3,500,000 0.39 Balance, December 31, 2021 11,011,650 0.30 Warrants granted 500,000 0.25 Balance, December 31, 2022 11,511,650 $ 0.29 Exercisable, December 31, 2022 11,511,650 $ 0.29 |
Schedule of Effective Income Tax Rate | Schedule of Effective Income Tax Rate 2022 2021 December 31, 2022 2021 Federal statutory income tax rate 21 % 21 % State income taxes - % - % Change in valuation allowance (21 %) (21 %) Net effective income tax rate - - |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Asset 2022 2021 December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 1,950,000 $ 1,535,000 Net deferred tax assets before valuation allowance $ 1,950,000 $ 1,535,000 Less: Valuation allowance (1,950,000 ) (1,535,000 ) Net deferred tax assets $ - $ - |
Schedule of Common Control and
Schedule of Common Control and Ownership Interest (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | |||
Name of entity | One World Products, Inc. | |||
State of incorporation | NV | |||
One World Products, Inc. [Member] | ||||
Name of entity | One World Products, Inc. | [1] | One World Products, Inc | [2] |
State of incorporation | NV | NV | ||
Relationship | Parent | Parent | ||
OWP Ventures, Inc. [Member] | ||||
Name of entity | OWP Ventures, Inc. | [3] | OWP Ventures, Inc | [4] |
State of incorporation | DE | DE | ||
Relationship | Subsidiary | Subsidiary | ||
One World Pharma S.A.S. [Member] | ||||
Name of entity | One World Pharma S.A.S | [5] | One World Pharma S.A.S | [6] |
State of incorporation | F8 | F8 | ||
Relationship | Subsidiary | Subsidiary | ||
Colombian Hope, S.A.S. [Member] | ||||
Name of entity | Colombian Hope, S.A.S. | [7] | Colombian Hope, S.A.S | [8] |
State of incorporation | F8 | F8 | ||
Relationship | Subsidiary | Subsidiary | ||
Agrobase, S.A.S. [Member] | ||||
Name of entity | Agrobase, S.A.S. | [9] | Agrobase, S.A.S | [10] |
State of incorporation | F8 | F8 | ||
Relationship | Subsidiary | Subsidiary | ||
[1]Holding company in the form of a corporation.[2]Holding company in the form of a corporation.[3]Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc.[4]Holding company in the form of a corporation and wholly-owned subsidiary of One World Products, Inc.[5]Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá.[6]Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá.[7]Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses.[8]Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any substantive income or expenses.[9]Wholly-owned subsidiary of OWP Ventures, Inc., formed on September 12, 2019, located in Colombia and legally constituted as a simplified stock company. This company commenced operations during 2023.[10]Wholly-owned 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. |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 21, 2019 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from issuance convertible note | $ 750,000 | $ 750,000 | |||||
FDIC insured amount | 250,000 | 250,000 | |||||
Cash uninsured amount | |||||||
Deferred revenue | 11,545 | 11,808 | 30,164 | ||||
Deferred revenue cost of goods sold | 6,760 | 6,655 | 19,470 | ||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||
Marketing and Advertising Expense | $ 80,498 | $ 137,915 | |||||
Merger Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Options to purchase common stock | 825,000 | ||||||
Common stock exercise price | $ 0.50 | ||||||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of stock issued | 39,475,398 | ||||||
Options to purchase common stock | 825,000 | ||||||
Common stock exercise price | $ 0.50 | ||||||
Proceeds from issuance convertible note | $ 300,000 | ||||||
Conversion price | $ 0.424 | ||||||
Number of shares cancelled | 875,000 | ||||||
Payments to Acquire Machinery and Equipment | $ 1,400,000 | $ 1,400,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash on hand | $ 10,152 | $ 11,016 | $ 119,678 |
Working capital | 4,152,153 | 2,853,968 | |
Accumulated deficit | $ 24,489,739 | $ 22,976,365 | $ 19,916,888 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 15, 2023 | Oct. 12, 2022 | Oct. 03, 2022 | Sep. 12, 2022 | Oct. 18, 2021 | Sep. 15, 2021 | Mar. 29, 2021 | Feb. 07, 2021 | Jan. 02, 2021 | May 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 28, 2022 | Jul. 26, 2021 | Jan. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock issued for services | $ 84,000 | $ 134,128 | $ 173,850 | $ 134,128 | $ 134,128 | $ 133,755 | |||||||||||||
Shares Issued, Price Per Share | $ 0.50 | $ 0.13 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 15,000 | $ 300,000 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 134,128 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 4 months 13 days | ||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 121,052 | $ 123,440 | $ 339,133 | $ 133,755 | |||||||||||||||
2019 Stock Incentive Plan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,392,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 3,333,300 | 10,000 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 150,000 | $ 499,995 | $ 150,000 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 15 | ||||||||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | ||||||||||||||||||
Conversion of stock, shares issuable | 20,000,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 15 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000,000 | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 15 | ||||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ 0.15 | ||||||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 200,000 | ||||||||||||||||||
President [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Shares, issued for services | 1,500,000 | ||||||||||||||||||
Common stock issued for services | $ 89,850 | ||||||||||||||||||
Dr.Kenneth Perego II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Repayments of Related Party Debt | $ 27,201 | ||||||||||||||||||
Debt Instrument, Face Amount | 26,000 | ||||||||||||||||||
Interest Payable | $ 1,201 | ||||||||||||||||||
Dr.Kenneth Perego II [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Other Liabilities | $ 65,382 | ||||||||||||||||||
Mr Timothy Woods [Member] | Related Party [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Other Liabilities | 2,505 | ||||||||||||||||||
Isiah Thomas [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Repayments of Related Party Debt | $ 52,918 | $ 130,610 | |||||||||||||||||
Debt Instrument, Face Amount | 50,000 | 125,000 | |||||||||||||||||
Interest Payable | $ 2,918 | $ 5,610 | |||||||||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 5,500,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.13 | $ 0.13 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 192% | ||||||||||||||||||
Share Price | $ 0.1174 | ||||||||||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 645,624 | ||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 117,388 | 410,853 | |||||||||||||||||
Unamortized expenses | $ 117,383 | ||||||||||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Eleven Quarters [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 250,000 | ||||||||||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,750,000 | ||||||||||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,750,000 | ||||||||||||||||||
Isiah L Thomas III [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,334 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 15 | ||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,010 | ||||||||||||||||||
Dr Ken Perego [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 350,000 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.13 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 192% | ||||||||||||||||||
Share Price | $ 0.1170 | ||||||||||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 40,943 | ||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 40,943 |
Schedule of Valuation of Financ
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | |||
Cash | $ 10,152 | $ 11,016 | $ 119,678 |
Liabilities | |||
Right-of-use asset | 425,969 | ||
Lease liabilities | 427,915 | ||
Notes payable | 845,524 | 119,274 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Cash | 10,152 | 11,016 | |
Total assets | 10,152 | 11,016 | 119,678 |
Liabilities | |||
Convertible notes payable | |||
Notes payable, related parties | |||
Notes payable | |||
Total liabilities | |||
Total assets and liabilities | 10,152 | 11,016 | 119,678 |
Right-of-use asset | |||
Cash | 11,016 | 119,678 | |
Convertible notes payable, net of $412,673 of debt discounts | |||
Notes payable | |||
Notes payable, related parties | |||
Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Cash | |||
Total assets | |||
Liabilities | |||
Convertible notes payable | 750,000 | 750,000 | |
Notes payable, related parties | 1,061,500 | 999,500 | 200,000 |
Notes payable | 454,237 | 145,524 | 119,274 |
Total liabilities | (2,265,737) | (1,895,024) | (656,601) |
Total assets and liabilities | (2,265,737) | (1,895,024) | (656,601) |
Right-of-use asset | |||
Lease liabilities | |||
Cash | |||
Convertible notes payable, net of $412,673 of debt discounts | 337,327 | 337,327 | |
Notes payable | 845,524 | ||
Notes payable, related parties | 299,500 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets | |||
Cash | |||
Total assets | 425,969 | ||
Liabilities | |||
Convertible notes payable | |||
Notes payable, related parties | |||
Notes payable | |||
Total liabilities | (427,915) | ||
Total assets and liabilities | (1,946) | ||
Right-of-use asset | 425,969 | ||
Lease liabilities | 427,915 | ||
Cash | |||
Convertible notes payable, net of $412,673 of debt discounts | |||
Notes payable | |||
Notes payable, related parties |
Schedule of Valuation of Fina_2
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Investments, All Other Investments [Abstract] | |||
Notes payable, debt discounts | $ 53,442 | $ 0 | $ 412,673 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 21,934 | $ 18,580 | $ 31,233 |
Work in progress | 30,174 | 1,464 | 81,182 |
Finished goods | 316,100 | 80,858 | 108,246 |
Inventory gross | 368,208 | 100,902 | 220,661 |
Less obsolescence | (55,472) | (46,749) | (22,066) |
Total inventory | $ 312,736 | $ 54,153 | $ 198,595 |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 18,964 | $ 39,288 | $ 29,366 |
Deferred cost of goods sold | 6,760 | 6,655 | 19,470 |
Total | $ 25,724 | 45,943 | 158,836 |
Other receivables | $ 110,000 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Other assets | $ 213,593 | $ 179,927 | $ 147,194 |
Schedule of Security Deposits (
Schedule of Security Deposits (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | $ 85,000 | $ 1,449,808 | $ 1,255,988 |
Refundable Deposit On Equipment Purchase [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | 85,000 | 50,000 | 50,000 |
Down Payment on Distillation Equipment [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | 1,399,413 | 1,155,000 | |
Security Deposits On Leases Held In Colombia [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | 395 | 35,869 | |
Utilities Deposits [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | 1,090 | ||
Security Deposit On Office Lease [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Security deposits | $ 14,029 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 2,477,622 | $ 1,073,163 | $ 1,086,959 |
Less: accumulated depreciation | (110,205) | (84,627) | (83,946) |
Total | 2,367,417 | 988,536 | 1,003,013 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 138,248 | 138,248 | 138,248 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 473,971 | 473,971 | 473,971 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 30,902 | 30,902 | 56,502 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 6,495 | 6,495 | 34,409 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 1,828,006 | $ 423,547 | $ 383,829 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2021 | Jul. 27, 2021 | Jul. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 15, 2022 | |
Impairment Effects on Earnings Per Share [Line Items] | ||||||||||
Depreciation and amortization expense | $ 25,578 | $ 34,540 | $ 42,287 | $ 40,321 | ||||||
Property, Plant and Equipment, Net | $ 2,367,417 | 2,367,417 | 988,536 | 1,003,013 | ||||||
Proceeds from Sale of Property, Plant, and Equipment | $ 0 | $ 5,125 | $ 0 | 6,350 | 6,350 | 5,125 | ||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 53,925 | $ 2,064 | $ 15,498 | $ 9,041 | $ 9,041 | $ 9,041 | $ 71,487 | |||
Office Furniture and Equipment [Member] | ||||||||||
Impairment Effects on Earnings Per Share [Line Items] | ||||||||||
Property, Plant and Equipment, Net | $ 15,391 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Accrued payroll | $ 771,199 | $ 613,569 | $ 261,044 |
Accrued withholding taxes and employee benefits | 42,764 | 31,632 | 9,162 |
Accrued ICA fees and contributions | 178,053 | 167,037 | 129,856 |
Accrued interest | 246,463 | 136,220 | 57,700 |
Accrued expenses | $ 1,238,479 | $ 948,458 | $ 457,762 |
Deferred Revenues (Details Narr
Deferred Revenues (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Revenues | |||
Deferred revenues | $ 11,545 | $ 11,808 | $ 30,164 |
Deferred revenue cost of goods sold | 6,760 | 6,655 | 19,470 |
Deferred revenue gross | $ 4,785 | $ 5,153 | $ 10,964 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease cost: | ||||
Amortization of right-of-use assets | $ 34,391 | $ 33,431 | $ 114,907 | $ 87,276 |
Interest on lease liabilities | 11,379 | 26,463 | 83,702 | 3,035 |
Lease payments on short term leases | 1,290 | 12,590 | 23,811 | |
Total operating lease cost | $ 47,060 | $ 72,484 | $ 222,420 | $ 90,311 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
Operating lease assets | $ 425,969 | ||
Current portion of operating lease liabilities | 86,235 | ||
Noncurrent operating lease liabilities | 341,680 | ||
Total operating lease liabilities | $ 427,915 | ||
Weighted average remaining lease term | 4 years 3 months | ||
Weighted average discount rate: operating leases | 6.75% | 6.75% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Related to Operating Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||||
Operating cash flows used for operating leases | $ 31,940 | $ 38,725 | $ 96,253 | $ 201,525 | ||
Total operating lease liabilities | 1,535,706 | 1,962,998 | ||||
Gain on early extinguishment of debt: | 4,397 | |||||
Early extinguishment of lease: | ||||||
Lease liability terminated | 1,438,830 | |||||
Right-of use asset terminated | (1,418,682) | |||||
Gain on early extinguishment of lease | $ 20,148 | $ 4,397 | $ 20,148 | $ 20,148 |
Leases (Details Narrative)
Leases (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||||||||
Apr. 28, 2023 USD ($) | Apr. 28, 2023 COP ($) | Oct. 01, 2022 USD ($) | Oct. 01, 2022 COP ($) | Jun. 01, 2022 USD ($) | Jun. 01, 2022 COP ($) | Jan. 02, 2022 USD ($) ft² | Jan. 02, 2022 COP ($) ft² | Sep. 01, 2021 USD ($) | Sep. 01, 2021 COP ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Monthly lease payment | $ 645 | $ 3,000,000 | $ 6,300 | $ 507 | $ 1,900,000 | $ 15,290 | $ 57,339,000 | $ 1,013 | $ 3,800,000 | |||
Square foot leased | ft² | 12,400 | 12,400 | ||||||||||
Lease termination fees | $ 7,700 | $ 7,700 | ||||||||||
Gain on extinguishment | 3,825 | 20,148 | ||||||||||
VAT and administration fees | $ 29,000,000 | |||||||||||
Annual escalation of lease payment, percentage | 2% | 2% | 8% | 8% | 3% | 3% | ||||||
Gains Losses on Extinguishment | $ 20,148 | |||||||||||
Real Property Lease Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Monthly lease payment | $ 1,013 | $ 3,800,000 | ||||||||||
Gain on extinguishment | 372 | |||||||||||
Annual escalation of lease payment, percentage | 3% | 3% | ||||||||||
Real Property Lease Agreement One [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Monthly lease payment | $ 507 | $ 1,900,000 | ||||||||||
Gain on extinguishment | $ 200 | |||||||||||
Annual escalation of lease payment, percentage | 8% | 8% |
Schedule of Convertible Note Pa
Schedule of Convertible Note Payable Related Party (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable | $ 750,000 | ||
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable, related party | 750,000 | $ 750,000 | |
Convertible Debt [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable, related party | 750,000 | 750,000 | |
Less: current maturities | |||
Convertible note payable | 750,000 | 750,000 | |
Convertible Debt [Member] | Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable, related party | 750,000 | ||
Convertible Debt [Member] | Promissory Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible note payable, related party | $ 750,000 | $ 750,000 |
Schedule of Convertible Note _2
Schedule of Convertible Note Payable Related Party (Details) (Parenthetical) - Promissory Note [Member] - John McCabe Investments LLC [Member] | Sep. 27, 2022 USD ($) $ / shares |
Short-Term Debt [Line Items] | |
Debt instrument, face value | $ | $ 750,000 |
Maturity date | Sep. 16, 2024 |
Debt interest rate | 8% |
Series B Common Stock [Member] | |
Short-Term Debt [Line Items] | |
Convertible conversion price | $ / shares | $ 15 |
Convertible Note Payable, Rel_3
Convertible Note Payable, Related Party (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Interest expense | $ 44,877 | $ 43,899 | $ 59,023 | $ 17,260 |
Convertible Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expense | $ 59,023 | $ 36,243 | ||
Convertible Debt [Member] | Related Party [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expense | $ 44,877 | $ 43,899 |
Schedule of Notes Payable Relat
Schedule of Notes Payable Related Party (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Total notes payable, related party | $ 507,679 | $ 145,524 | |
Less: current maturities | 145,524 | $ 119,274 | |
Notes payable, related party, long-term portion | 700,000 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Less: current maturities | 1,061,500 | 99,500 | |
Notes payable, related party, long-term portion | 900,000 | ||
Related Party One [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable, related party, long-term portion | 200,000 | 200,000 | |
Unsecured Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 35,000 | ||
Unsecured Promissory Note One [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 52,000 | ||
Unsecured Promissory Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 300,000 | ||
Unsecured Promissory Note Two [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 4,000 | ||
Unsecured Promissory Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 17,268 | 14,552 | |
Unsecured Promissory Note Three [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 6,000 | ||
Unsecured Promissory Note Four [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 59,204 | 49,894 | |
Unsecured Promissory Note Four [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 50,000 | 50,000 | |
Unsecured Promissory Note Five [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 88,806 | 74,841 | |
Unsecured Promissory Note Five [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 4,500 | 4,500 | |
Unsecured Promissory Note Six [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 4,934 | 4,158 | |
Unsecured Promissory Note Six [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 100,000 | 100,000 | |
Unsecured Promissory Note Seven [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 2,467 | 2,079 | |
Unsecured Promissory Note Seven [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 5,000 | 5,000 | |
Unsecured Promissory Note Eight [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 10,000 | 10,000 | |
Unsecured Promissory Note Nine [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 119,274 | ||
Unsecured Promissory Note Nine [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 10,000 | 10,000 | |
Unsecured Promissory Note Ten [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 20,000 | 20,000 | |
Unsecured Promissory Note Eleven [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 400,000 | 400,000 | |
Unsecured Promissory Note Twelve [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 200,000 | 200,000 | |
Unsecured Promissory Note Thirteen [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | 200,000 | 200,000 | 200,000 |
Unsecured Promissory Notes [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | $ 1,061,500 | 999,500 | |
Unsecured Promissory Note [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Total notes payable, related party | $ 299,500 | $ 200,000 |
Schedule of Notes Payable Rel_2
Schedule of Notes Payable Related Party (Details) (Parenthetical) - USD ($) | Jun. 13, 2022 | Mar. 01, 2022 | Feb. 15, 2022 | Dec. 29, 2021 | Sep. 11, 2023 | Aug. 31, 2023 | Aug. 14, 2023 | Aug. 05, 2022 | Aug. 02, 2022 | Jul. 07, 2022 | Jun. 03, 2022 | May 05, 2022 | Mar. 29, 2021 |
Dr.Kenneth Perego II [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, face value | $ 26,000 | ||||||||||||
Unsecured Promissory Note [Member] | Dr.Kenneth Perego II [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, face value | $ 200,000 | $ 52,000 | $ 4,000 | $ 6,000 | $ 50,000 | $ 5,000 | $ 20,000 | ||||||
Debt interest rate, percentage | 8% | 10% | 6% | 6% | 6% | 6% | 6% | ||||||
Maturity date | Jan. 01, 2024 | ||||||||||||
Unsecured Promissory Note [Member] | Isiah Thomas III [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, face value | $ 4,500 | $ 10,000 | $ 10,000 | ||||||||||
Debt interest rate, percentage | 6% | 6% | 6% | ||||||||||
Unsecured Promissory Note [Member] | Dr John Mc Cabe [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt instrument, face value | $ 100,000 | $ 400,000 | $ 200,000 | ||||||||||
Debt interest rate, percentage | 8% | 8% | 8% | ||||||||||
Maturity date | Jan. 01, 2024 | Jan. 01, 2024 | Jan. 01, 2024 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | $ 67,571 | $ 529,915 | $ 177,169 | $ 886,837 | $ 956,858 | $ 511,131 |
Related Party [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | $ 58,804 | $ 43,763 | $ 19,127 | $ 9,729 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Notes payable | $ 507,679 | $ 145,524 | |
Less: unamortized debt discounts | 53,442 | ||
Less: current maturities | 145,524 | $ 119,274 | |
Notes payable, long-term portion | 700,000 | ||
Total notes payable | 845,524 | 119,274 | |
Nonrelated Party [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable, net of discounts | 454,237 | 145,524 | |
Less: current maturities | 454,237 | 145,524 | 119,274 |
Notes payable, long-term portion | |||
Unsecured Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 35,000 | ||
Unsecured Promissory Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 300,000 | ||
Unsecured Promissory Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 17,268 | 14,552 | |
Unsecured Promissory Note Three [Member] | OWP Ventures, Inc. [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 100,000 | ||
Unsecured Promissory Note Four [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 59,204 | 49,894 | |
Unsecured Promissory Note Five [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 88,806 | 74,841 | |
Unsecured Promissory Note Six [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 4,934 | 4,158 | |
Unsecured Promissory Note Seven [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | $ 2,467 | 2,079 | |
Unsecured Promissory Notes Seven [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 400,000 | ||
Unsecured Promissory Notes Eight [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | 200,000 | ||
Unsecured Promissory Note Nine [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | $ 119,274 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Jun. 23, 2023 USD ($) Integer shares | Sep. 15, 2022 USD ($) | Sep. 15, 2022 COP ($) | Sep. 15, 2022 USD ($) | Sep. 15, 2022 COP ($) | Jun. 17, 2022 USD ($) | Jun. 17, 2022 COP ($) | Jun. 17, 2022 USD ($) | Jun. 17, 2022 COP ($) | Jun. 13, 2022 USD ($) | May 31, 2022 USD ($) | May 31, 2022 COP ($) | May 30, 2022 USD ($) | Apr. 29, 2022 USD ($) | Apr. 29, 2022 USD ($) | Mar. 01, 2022 USD ($) | Feb. 15, 2022 USD ($) | May 04, 2020 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 18, 2023 USD ($) | Sep. 15, 2022 COP ($) | Jun. 17, 2022 COP ($) | May 31, 2022 COP ($) | May 30, 2022 COP ($) | Apr. 29, 2022 COP ($) | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Proceeds from subsidiary | $ 62,000 | $ 99,500 | $ 99,500 | |||||||||||||||||||||||||
Original issue discount | 53,442 | |||||||||||||||||||||||||||
Debt discount amortized | $ 26,233 | $ 412,673 | 412,673 | 456,656 | ||||||||||||||||||||||||
AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt discount amortized | $ 150,062 | $ 268,250 | ||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | LDL8 Consulting LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 35,000 | |||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||
Increase in interest rate | 15% | |||||||||||||||||||||||||||
Unsecured Promissory Note Two [Member] | AJB Capital Investments LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||||||||||||||
Debt instrument maturity date | Mar. 23, 2024 | |||||||||||||||||||||||||||
Trading days | Integer | 10 | |||||||||||||||||||||||||||
Debt instrument commitment fee paid | $ 100,000 | |||||||||||||||||||||||||||
Number of stock issued for commitment fee | shares | 1,666,667 | |||||||||||||||||||||||||||
Debt discount amortized | $ 42,175 | |||||||||||||||||||||||||||
Unsecured Promissory Note Two [Member] | AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | 300,000 | |||||||||||||||||||||||||||
Proceeds from subsidiary | 276,000 | |||||||||||||||||||||||||||
Net proceeds | 262,500 | |||||||||||||||||||||||||||
Original issue discount | 24,000 | |||||||||||||||||||||||||||
Legal fees | 7,500 | |||||||||||||||||||||||||||
Brokerage fees | $ 6,000 | |||||||||||||||||||||||||||
Unsecured Promissory Note Two [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 58,147 | $ 58,147 | $ 240,000,000 | |||||||||||||||||||||||||
Interest rate, percentage | 4% | 4% | 4% | |||||||||||||||||||||||||
Proceeds from subsidiary | $ 55,821 | $ 230,400,000 | ||||||||||||||||||||||||||
Debt discount | 2,326 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | 8,253 | |||||||||||||||||||||||||||
Unsecured Promissory Note Three [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 15,445 | $ 15,445 | $ 70,000,000 | |||||||||||||||||||||||||
Interest rate, percentage | 4% | 4% | 4% | |||||||||||||||||||||||||
Proceeds from subsidiary | $ 12,243 | $ 55,488,000 | ||||||||||||||||||||||||||
Debt discount | 3,202 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | 1,823 | |||||||||||||||||||||||||||
Unsecured Promissory Note Three [Member] | OWP Ventures, Inc. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 100,000 | |||||||||||||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 01, 2024 | |||||||||||||||||||||||||||
Unsecured Promissory Note Four [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 58,147 | $ 58,147 | $ 87,220 | $ 240,000,000 | $ 360,000,000 | |||||||||||||||||||||||
Interest rate, percentage | 4% | 4% | 2.10% | 4% | 2.10% | |||||||||||||||||||||||
Proceeds from subsidiary | $ 55,821 | $ 230,400,000 | $ 76,231 | $ 314,640,000 | ||||||||||||||||||||||||
Debt discount | 2,326 | 10,990 | ||||||||||||||||||||||||||
Foreign currency translation adjustment | $ 3,383 | |||||||||||||||||||||||||||
Face value adjusted by foreign currency translation adjustment | 12,380 | |||||||||||||||||||||||||||
Unsecured Promissory Note Five [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 87,220 | $ 4,846 | $ 360,000,000 | $ 20,000,000 | ||||||||||||||||||||||||
Interest rate, percentage | 2.10% | 2.10% | ||||||||||||||||||||||||||
Proceeds from subsidiary | $ 76,231 | $ 314,640,000 | ||||||||||||||||||||||||||
Debt discount | 10,990 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | $ 1,586 | |||||||||||||||||||||||||||
Face value adjusted by foreign currency translation adjustment | 688 | |||||||||||||||||||||||||||
Unsecured Promissory Note Six [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 20,000,000 | |||||||||||||||||||||||||||
Unsecured Promissory Note Six [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | 4,846 | $ 2,423 | $ 2,423 | $ 10,000,000 | ||||||||||||||||||||||||
Foreign currency translation adjustment | $ 88 | 344 | ||||||||||||||||||||||||||
Unsecured Promissory Note Seven [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | 2,423 | $ 2,423 | $ 400,000 | $ 10,000,000 | ||||||||||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 01, 2024 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | $ 44 | |||||||||||||||||||||||||||
Unsecured Promissory Note One [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 15,445 | $ 15,445 | $ 70,000,000 | |||||||||||||||||||||||||
Interest rate, percentage | 4% | 4% | 4% | |||||||||||||||||||||||||
Proceeds from subsidiary | $ 12,243 | $ 55,488,000 | ||||||||||||||||||||||||||
Debt discount | 3,202 | |||||||||||||||||||||||||||
Foreign currency translation adjustment | $ 893 | |||||||||||||||||||||||||||
Unsecured Promissory Note Eight [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Face value | $ 200,000 | |||||||||||||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 01, 2024 | |||||||||||||||||||||||||||
Unsecured Promissory Note Nine [Member] | OWP Ventures, Inc. [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument maturity date | May 04, 2022 | |||||||||||||||||||||||||||
Loan forgiveness percentage | 40% | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 121,372 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 119,274 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 2,098 | |||||||||||||||||||||||||||
Debt instrument forgiven date | Feb. 11, 2022 | |||||||||||||||||||||||||||
Unsecured Promissory Note Nine [Member] | OWP Ventures, Inc. [Member] | Lenders [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Interest rate, percentage | 1% | |||||||||||||||||||||||||||
Unsecured Promissory Note Nine [Member] | OWP Ventures, Inc. [Member] | Lenders [Member] | Related Party [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Other Liabilities, Current | $ 119,274 |
Schedule of Notes Payable Debt
Schedule of Notes Payable Debt Discounts (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable | ||||
Fair value of 1,666,667 commitment shares of common stock | $ 42,175 | $ 106,894 | $ 418,312 | |
Original issue discounts | 24,000 | 32,055 | 53,700 | |
Legal and brokerage fees | 13,500 | 18,698 | 39,300 | |
Total debt discounts | 79,675 | 412,673 | 869,329 | |
Amortization of debt discounts | 26,233 | $ 412,673 | 412,673 | $ 456,656 |
Unamortized debt discounts | $ 53,442 |
Schedule of Convertible Debt Di
Schedule of Convertible Debt Discounts (Details) (Parenthetical) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Notes Payable | ||
Fair value commitment | 1,666,667 | 3,250,000 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,500,000 |
Schedule of Interest Expenses (
Schedule of Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable | ||||||
Finance cost on equity line of credit | $ 15,000 | $ 30,000 | ||||
Interest on convertible notes | 44,877 | 43,899 | 59,023 | 17,260 | ||
Interest on notes payable, related parties | 58,804 | 43,763 | 19,127 | 9,729 | ||
Interest on notes payable | 47,255 | 21,120 | 85,653 | 18,945 | ||
Amortization of debt discounts on convertible notes | 13,549 | 50,753 | 50,753 | 42,247 | ||
Amortization of debt discounts on convertible notes, common stock | 12,684 | 106,894 | 106,894 | 311,418 | ||
Amortization of debt discounts on convertible notes, warrants | 255,026 | 255,026 | 102,991 | |||
Series B preferred stock issued as a commitment on an ELOC | 205,005 | |||||
Common stock issued as a commitment on the 2nd AJB Note | 134,128 | |||||
Interest on accounts payable | 11,249 | 11,249 | 8,541 | |||
Total interest expense | $ 67,571 | $ 529,915 | $ 177,169 | $ 886,837 | 956,858 | 511,131 |
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 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Amortization of debt discount | $ 79,675 | $ 412,673 | $ 869,329 | |
Finance expense | $ 26,233 | $ 0 | $ 412,673 | 456,656 |
Common stock percentage | 4.99% | 4.99% | ||
Interest expense | $ 44,877 | 43,899 | $ 59,023 | 17,260 |
Interest Expense, Short-Term Borrowings | 47,255 | 21,120 | $ 85,653 | $ 18,945 |
Notespayable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest expense | $ 47,255 | $ 21,120 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Jul. 01, 2023 | Apr. 03, 2023 | Feb. 14, 2023 | Jan. 04, 2023 | Jan. 01, 2023 | Dec. 21, 2022 | Dec. 21, 2022 | Oct. 12, 2022 | Oct. 03, 2022 | Sep. 15, 2022 | Sep. 12, 2022 | Sep. 01, 2022 | Nov. 15, 2021 | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 06, 2021 | Apr. 05, 2021 | Mar. 24, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jan. 26, 2021 | Jan. 12, 2021 | Dec. 31, 2022 | Apr. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 12, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 12, 2023 | Jul. 07, 2023 | Jan. 28, 2022 | Jul. 26, 2021 | |
Preferred stock, shares authorized | 9,200,000 | 9,200,000 | 9,200,000 | 9,200,000 | 9,200,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Number of stock sold, shares | 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase common stock | 3,500,000 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.29 | $ 0.29 | $ 0.29 | $ 0.29 | $ 0.10 | |||||||||||||||||||||||||||||||||||
Series A preferred stock issued for services, consultants | $ 84,000 | $ 134,128 | $ 173,850 | $ 134,128 | $ 134,128 | $ 133,755 | ||||||||||||||||||||||||||||||||||
Preferred stock dividend recognized | $ 15,083 | $ 9,866 | 43,808 | $ 28,971 | $ 38,923 | 61,684 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 15,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.50 | $ 0.13 | ||||||||||||||||||||||||||||||||||||||
ELOC Purchase Agreement [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Commitment fees shares | 13,667 | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | 1,341,276 | 2,500,000 | 1,603,342 | 1,603,342 | 954,260 | ||||||||||||||||||||||||||||||||||
Series A preferred stock issued for services, consultants | $ 1,000 | $ 1,341 | $ 2,500 | $ 1,603 | $ 1,603 | $ 955 | ||||||||||||||||||||||||||||||||||
Convertible preferred stock | 1,000,000 | 1,366,700 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,341,276 | 3,000,000 | 750,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000 | $ 750 | ||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Preferred stock shares designated | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock, description | The shares of Series A Preferred Stock and Series B Preferred Stock are each currently convertible into one hundred (100) shares of the Company’s common stock. 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 Series A Preferred Stock accrues dividends at the rate of | ||||||||||||||||||||||||||||||||||||||
Dividend rate percentage | 6% | 6% | ||||||||||||||||||||||||||||||||||||||
Series A convertible preferred stock, outstanding | 70,233 | 99,733 | 99,733 | 70,233 | 65,233 | |||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | ||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.60 | 0.60 | $ 0.60 | 0.60 | $ 0.60 | $ 0.60 | $ 0.60 | |||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Preferred stock shares designated | 300,000 | 600,000 | 600,000 | 300,000 | ||||||||||||||||||||||||||||||||||||
Series A convertible preferred stock, outstanding | 272,168 | 248,501 | 248,501 | 272,168 | 238,501 | |||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 15 | $ 15 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Preferred stock shares designated | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
Dividend rate percentage | 6% | 6% | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 10 | $ 10 | ||||||||||||||||||||||||||||||||||||||
Number of stock sold, shares | 25,000 | 25,000 | 5,000 | |||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 4,500 | 4,500 | ||||||||||||||||||||||||||||||||||||||
Series A preferred stock issued for services, consultants | $ 45,000 | $ 45,000 | ||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 181,651 | $ 137,843 | ||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 30,000 | 30,000 | 10,000 | 5,000 | 10,000 | |||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock Sales [Member] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 250,000 | $ 250,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Number of stock sold, shares | 25,000 | 25,000 | 5,000 | |||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||
Number of warrants to purchase common stock | 2,500,000 | 2,500,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock shares designated | 300,000 | 300,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 15 | $ 15 | ||||||||||||||||||||||||||||||||||||||
Convertible preferred stock | 10,000 | 13,667 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 3,333,300 | 10,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 150,000 | $ 499,995 | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Seven Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 35,167 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 527,520 | |||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 15 | |||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Isiah L Thomas III [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 3,334 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,010 | |||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 15 | |||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share Purchase Agreement [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 15 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,000 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Share Purchase Agreement [Member] | ISIAH International, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 15 | $ 15 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 | |||||||||||||||||||||||||||||
Conversion of stock, shares issuable | 20,000,000 | |||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 15 | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion of stock conversion price per share | $ 0.15 | $ 0.15 | ||||||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 200,000 | |||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ELOC Purchase Agreement [Member] | Tysadco Partners, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 205,005 | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 3,000,000 | 3,000,000 | 1,000,000 | 500,000 | 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 22, 2023 | May 23, 2023 | Oct. 12, 2022 | Oct. 03, 2022 | Sep. 15, 2022 | Sep. 12, 2022 | Sep. 01, 2022 | Apr. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | |
Common stock sold for cash | $ 15,000 | $ 300,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Common stock sold for cash | $ 150,000 | $ 499,995 | $ 150,000 | |||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 3,333,300 | 10,000 | |||||||
Isiah L Thomas III [Member] | Series B Preferred Stock [Member] | ||||||||||
Common stock sold for cash | $ 50,010 | |||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 3,334 | ||||||||
Scenario One [Member] | ||||||||||
Gross proceeds | $ 2,000,000 | |||||||||
Sale of equity | 200,000 | |||||||||
Scenario Two [Member] | ||||||||||
Gross proceeds | 1,000,000 | |||||||||
Sale of equity | 80,000 | |||||||||
Scenario Three [Member] | ||||||||||
Gross proceeds | 1,000,000 | |||||||||
Sale of equity | 60,000 | |||||||||
Scenario Four [Member] | ||||||||||
Gross proceeds | 1,000,000 | |||||||||
Sale of equity | 40,000 | |||||||||
President [Member] | ||||||||||
Base salary | $ 240,000 | $ 60,000 | ||||||||
Common Stock [Member] | ||||||||||
Common stock sold for cash | $ 3,000 | $ 750 | ||||||||
Stock Issued During Period, Shares, New Issues | 1,341,276 | 3,000,000 | 750,000 | |||||||
Common Stock [Member] | President [Member] | ||||||||||
Shares issued | 1,500,000 | |||||||||
Shares issued | $ 380,000 | |||||||||
Advisor Agreement [Member] | ||||||||||
Consultation fee | 5,000 | |||||||||
Gross proceeds | 5,000,000 | |||||||||
Advisor bonus | $ 200,000 | |||||||||
Tysadco Partners, LLC [Member] | ELOC Purchase Agreement [Member] | ||||||||||
Common stock sold for cash | $ 10,000,000 | |||||||||
Tysadco Partners, LLC [Member] | ELOC Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Common stock, conversion basis | 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. | |||||||||
Tysadco Partners, LLC [Member] | E L O C Purchases Agreement [Member] | Common Stock [Member] | ||||||||||
Common stock, conversion basis | 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) $1,000,000 and (ii) 500% of the average daily trading value of the common stock over the seven trading days preceding the delivery of the applicable Request Notice |
Changes in Stockholders_ Equi_2
Changes in Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 18, 2023 | Jun. 23, 2023 | Jun. 15, 2023 | Feb. 14, 2023 | Oct. 12, 2022 | Sep. 15, 2022 | Sep. 24, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares outstanding | 76,736,274 | 76,736,274 | 67,202,907 | 65,599,565 | |||||||||
Common stock sales | 3,000,000 | ||||||||||||
Common stock sales, per share value | $ 0.10 | ||||||||||||
Cash proceeds of common stock sales | $ 300,000 | $ 550,000 | $ 150,000 | $ 350,000 | $ 3,577,505 | ||||||||
Debt discount | 26,233 | 412,673 | 412,673 | 456,656 | |||||||||
Common stock shares issued, value | $ 15,000 | 300,000 | |||||||||||
Amortization of stock-based compensation | $ 47,714 | $ 41,180 | $ 121,052 | $ 123,440 | $ 164,620 | $ 1,000,834 | |||||||
Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock issued for services, shares | 1,000,000 | 1,341,276 | 2,500,000 | 1,603,342 | 1,603,342 | 954,260 | |||||||
Common stock shares issued | 1,341,276 | 3,000,000 | 750,000 | ||||||||||
Common stock shares issued, value | $ 3,000 | $ 750 | |||||||||||
Amortization of stock-based compensation | |||||||||||||
Mr Joerg Sommer [Member] | Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued | 1,500,000 | ||||||||||||
Common stock shares issued, value | $ 89,850 | ||||||||||||
Clear Think Capital Partners L L C [Member] | Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock shares issued | 1,000,000 | ||||||||||||
Common stock shares issued, value | $ 84,000 | ||||||||||||
Promissory Note [Member] | AJB Capital Investments LLC [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock issued for services, shares | 1,666,667 | 1,250,000 | |||||||||||
Debt discount | $ 42,175 | $ 150,062 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||
Aug. 22, 2023 | Jul. 26, 2021 | May 28, 2021 | May 25, 2021 | Jan. 02, 2021 | Feb. 12, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 28, 2022 | Jan. 01, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 134,128 | |||||||||||
Weighted average strike price | $ 0.14 | |||||||||||
Options exercisable period | 7 years 4 months 13 days | |||||||||||
Stock-based compensation | $ 121,052 | $ 123,440 | $ 339,133 | $ 133,755 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 60,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 125,000 | 500,000 | ||||||||||
Shares Issued, Price Per Share | $ 0.13 | $ 0.50 | ||||||||||
2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 10,392,000 | |||||||||||
Board of Directors [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Common stock sold for cash, shares | 10,000,000 | |||||||||||
Consultants [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 250,000 | |||||||||||
Seven Consultants and Employees [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 1,842,000 | |||||||||||
Options exercisable period | 10 years | 10 years | ||||||||||
Options exercise price, per share | $ 0.10 | $ 0.13 | ||||||||||
Stock option, volatility rate | 145% | 192% | ||||||||||
Stock option, call option, price per share | $ 0.0735 | $ 0.1170 | ||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 18,367 | $ 215,475 | ||||||||||
Stock based compensation | $ 18,367 | 215,475 | ||||||||||
Officers Directors And Employees [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Unamortized debt issuance expense | $ 29,342 | |||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 1,000,000 | |||||||||||
Options exercisable period | 10 years | |||||||||||
Options exercise price, per share | $ 0.1782 | |||||||||||
Stock option, volatility rate | 183% | |||||||||||
Stock option, call option, price per share | $ 0.1719 | |||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 171,949 | |||||||||||
Unamortized debt issuance expense | 171,949 | |||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 500,000 | |||||||||||
Vahe Gabriel [Member] | 2019 Stock Incentive Plan [Member] | Vesting Two Quarters [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 250,000 | |||||||||||
Three Advisory Board Members [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 425,000 | |||||||||||
Options exercisable period | 10 years | |||||||||||
Options exercise price, per share | $ 0.17 | |||||||||||
Stock option, volatility rate | 183% | |||||||||||
Stock option, call option, price per share | $ 0.1653 | |||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 70,269 | |||||||||||
Stock-based compensation | 35,132 | 20,493 | ||||||||||
Unamortized debt issuance expense | 14,644 | |||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 5,500,000 | |||||||||||
Options exercisable period | 10 years | |||||||||||
Options exercise price, per share | $ 0.13 | $ 0.13 | ||||||||||
Stock option, volatility rate | 192% | |||||||||||
Stock option, call option, price per share | $ 0.1174 | |||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 645,624 | |||||||||||
Stock-based compensation | 117,388 | 410,853 | ||||||||||
Unamortized debt issuance expense | $ 117,383 | |||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,750,000 | |||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 2,750,000 | |||||||||||
Isiah L Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Eleven Quarters [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 250,000 | |||||||||||
Dr Ken Perego [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of options awarded during period, shares | 350,000 | |||||||||||
Options exercisable period | 10 years | |||||||||||
Options exercise price, per share | $ 0.13 | |||||||||||
Stock option, volatility rate | 192% | |||||||||||
Stock option, call option, price per share | $ 0.1170 | |||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 40,943 | |||||||||||
Stock-based compensation | 40,943 | |||||||||||
Unamortized debt issuance expense | 40,943 | |||||||||||
Bruce Raben [Member] | 2019 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Options exercise price, per share | $ 0.13 | |||||||||||
Stock option, volatility rate | 192% | |||||||||||
Stock option, call option, price per share | $ 0.1170 | |||||||||||
Share based compensation arrangement by share based payment award options call option value | $ 55,565 | |||||||||||
Stock based compensation | $ 55,565 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 475,000 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 9 Months Ended | |||||||||
Apr. 03, 2023 USD ($) $ / shares shares | Feb. 14, 2023 shares | Jan. 27, 2023 USD ($) $ / shares shares | Jan. 09, 2023 USD ($) $ / shares shares | Jan. 04, 2023 USD ($) $ / shares shares | Dec. 21, 2022 USD ($) $ / shares shares | Dec. 20, 2022 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | |
Class of Warrant or Right, Outstanding | 14,011,650 | 11,511,650 | ||||||||
Exercise price of warrants | $ / shares | $ 0.29 | $ 0.29 | $ 0.10 | |||||||
Weighted average life | 2 years 1 month 28 days | |||||||||
Number of stock sold, shares | 3,000,000 | |||||||||
Number of warrants to purchase common stock | 3,500,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Number of stock sold, shares | 25,000 | 25,000 | 5,000 | |||||||
Series A Preferred Stock [Member] | Warrant [Member] | ||||||||||
Exercise price of warrants | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||
Proceeds from sale of stock | $ | $ 100,000 | $ 100,000 | $ 25,000 | $ 25,000 | $ 50,000 | |||||
Number of stock sold, shares | 10,000 | 10,000 | 2,500 | 2,500 | 2,500 | 2,500 | ||||
Warrant term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Number of warrants to purchase common stock | 1,000,000 | 1,000,000 | 250,000 | 250,000 | 250,000 | 250,000 | ||||
Warrants outstanding value | $ | $ 63,508 | $ 67,180 | $ 13,757 | $ 13,970 | $ 17,468 | $ 17,499 | ||||
Series A Preferred Stock [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Warrants outstanding measurement input | 146 | 148 | 152 | 156 | 157 | 157 | ||||
Series A Preferred Stock [Member] | Warrant [Member] | Measurement Input, Share Price [Member] | ||||||||||
Warrants outstanding measurement input | $ / shares | 0.0635 | 0.0672 | 0.0550 | 0.0559 | 0.0699 | 0.07 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating losses | $ 9,746,000 | $ 9,285,000 |
Operating loss carryforwards expiration | The net operating loss carry forwards, if not utilized, will begin to expire in 2025. | The net operating loss carry forwards, if not utilized, will begin to expire in 2025 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Fixed Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Basis of Valuation | Term of lease |
Schedule of Agreement to Purcha
Schedule of Agreement to Purchase Shares of Preferred Stock (Details) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 12, 2022 | Oct. 03, 2022 | Sep. 12, 2022 | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jul. 12, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | |
Stock Issued During Period, Value, New Issues | $ 15,000 | $ 300,000 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 3,333,300 | 10,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 150,000 | $ 499,995 | $ 150,000 | |||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | |||||
Stock Issued During Period, Value, New Issues | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Oct. 04, 2023 | Oct. 02, 2023 | Jul. 01, 2023 | Apr. 03, 2023 | Feb. 14, 2023 | Jan. 04, 2023 | Jan. 01, 2023 | Dec. 21, 2022 | Dec. 21, 2022 | Sep. 30, 2023 | Apr. 03, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 11, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||||
Sale of stock issued shares | 3,000,000 | ||||||||||||||||
Sale of stock issued per share | $ 0.10 | ||||||||||||||||
Total cash proceeds | $ 300,000 | $ 550,000 | $ 150,000 | $ 350,000 | $ 3,577,505 | ||||||||||||
shares issued during services value | $ 84,000 | $ 134,128 | $ 173,850 | $ 134,128 | $ 134,128 | $ 133,755 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,500,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.29 | $ 0.29 | $ 0.29 | $ 0.10 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of stock issued shares | 25,000 | 25,000 | 5,000 | ||||||||||||||
Common stock issued for services, shares | 4,500 | 4,500 | |||||||||||||||
shares issued during services value | $ 45,000 | $ 45,000 | |||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock Sales [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of stock issued shares | 25,000 | 25,000 | 5,000 | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 250,000 | $ 250,000 | $ 50,000 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | 2,500,000 | 500,000 | 500,000 | 2,500,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of stock issued shares | 1,000,000 | 3,000,000 | |||||||||||||||
Sale of stock issued per share | $ 0.10 | $ 0.10 | |||||||||||||||
Total cash proceeds | $ 100,000 | $ 300,000 | |||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock issued for services, shares | 4,500 | ||||||||||||||||
shares issued during services value | $ 45,000 | ||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Preferred Stock Sales [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of stock issued shares | 25,000 | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 250,000 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | 2,500,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | |||||||||||||||
Subsequent Event [Member] | Clear Think Capital Partners L L C [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock issued for services, shares | 572,083 | ||||||||||||||||
shares issued during services value | $ 51,487 | ||||||||||||||||
Unsecured Promissory Note [Member] | Joerg Sommer [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt instrument, face value | $ 25,000 | ||||||||||||||||
Debt interest rate, percentage | 10% |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability Maturity (Details) | Dec. 31, 2022 USD ($) |
Major Customers And Accounts Receivable | |
2023 | $ 112,508 |
2024 | 107,632 |
2025 | 99,186 |
2026 | 102,162 |
2027 | 78,336 |
Total future minimum lease liabilities | $ 499,824 |
Major Customers and Accounts _2
Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | No Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | |
Revenue Benchmark [Member] | Four Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 60% | |
Accounts Receivable [Member] | One Customers [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 67% | 75% |
Schedule of Convertible Note _3
Schedule of Convertible Note Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | |||
Less: unamortized debt discounts | $ 53,442 | ||
Convertible Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Total convertible notes payable | 750,000 | $ 750,000 | |
Less: unamortized debt discounts | 412,673 | ||
Notes payable, net of discounts | 750,000 | 337,327 | |
Convertible Debt [Member] | Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Total convertible notes payable | 750,000 | ||
Convertible Debt [Member] | Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Total convertible notes payable | $ 750,000 |
Schedule of Convertible Note _4
Schedule of Convertible Note Payable (Details) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 23, 2023 USD ($) shares | Sep. 27, 2022 USD ($) $ / shares | Sep. 24, 2021 USD ($) Integer $ / shares shares | Sep. 17, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Short-Term Debt [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.29 | $ 0.29 | $ 0.29 | $ 0.10 | ||||||
Class of Warrant or Right, Outstanding | shares | 14,011,650 | 14,011,650 | 11,511,650 | |||||||
Amortization of debt discounts | $ 26,233 | $ 412,673 | $ 412,673 | $ 456,656 | ||||||
Less: unamortized debt discounts | $ 53,442 | 53,442 | ||||||||
Common stock issued for services | $ 84,000 | $ 134,128 | $ 173,850 | $ 134,128 | 134,128 | 133,755 | ||||
AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Amortization of debt discounts | 150,062 | $ 268,250 | ||||||||
Common stock issued for services | $ 2,000,000 | $ 1,250,000 | ||||||||
Promissory Note [Member] | John McCabe Investments LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 750,000 | |||||||||
Debt interest rate | 8% | |||||||||
Debt Instrument, Maturity Date | Sep. 16, 2024 | |||||||||
Promissory Note [Member] | John McCabe Investments LLC [Member] | Series A Common Stock [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 15 | |||||||||
Promissory Note [Member] | AJB Capital Investments LLC [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 750,000 | |||||||||
Debt interest rate | 8% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||
Class of Warrant or Right, Outstanding | shares | 1,500,000 | |||||||||
Amortization of debt discounts | $ 42,175 | $ 150,062 | ||||||||
Debt Instrument, Maturity Date | Sep. 24, 2022 | |||||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 20 | |||||||||
Common stock issued for services | $ 250,000 | |||||||||
Common stock issued for services, shares | shares | 1,666,667 | 1,250,000 | ||||||||
Promissory Note [Member] | AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 705,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | |||||||||
Warrants and Rights Outstanding, Term | 3 years | |||||||||
Class of Warrant or Right, Outstanding | shares | 2,000,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 197% | |||||||||
Share Price | $ / shares | $ 0.1053 | |||||||||
Share based compensation arrangement by share based payment award options call option value | $ 358,017 | |||||||||
Amortization of debt discounts | 678,750 | |||||||||
Less: unamortized debt discounts | 45,000 | |||||||||
Legal Fees | 15,000 | |||||||||
Payments for Brokerage Fees | $ 11,250 | |||||||||
Promissory Note [Member] | AJB Capital Investments LLC [Member] | Purchase Agreement [Member] | Minimum [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Share Price | $ / shares | $ 0.1001 |
Schedule of Convertible Debt _2
Schedule of Convertible Debt Discounts (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Fair value of 3,250,000 commitment shares of common stock | $ 42,175 | $ 106,894 | $ 418,312 |
Fair value of warrants to purchase 3,500,000 shares of common stock | 255,026 | 358,017 | |
Original issue discounts | 24,000 | 32,055 | 53,700 |
Legal and brokerage fees | 13,500 | 18,698 | 39,300 |
Total debt discounts | $ 79,675 | 412,673 | 869,329 |
Amortization of debt discounts | 412,673 | 456,656 | |
Unamortized debt discounts | $ 412,673 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||
Total debt discounts | $ 79,675 | $ 412,673 | $ 869,329 | |
Payments of Financing Costs | $ 26,233 | $ 0 | $ 412,673 | 456,656 |
Investment ownership percentage | 4.99% | 4.99% | ||
Interest Expense, Debt | $ 44,877 | 43,899 | $ 59,023 | 17,260 |
Amortization of debt discounts | $ 26,233 | $ 412,673 | 412,673 | 456,656 |
Convertible Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Interest Expense, Debt | $ 59,023 | $ 36,243 |
Schedule to Purchase Shares of
Schedule to Purchase Shares of Preferred Stock (Details) - USD ($) | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 12, 2022 | Oct. 03, 2022 | Sep. 12, 2022 | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Feb. 07, 2021 | Jul. 12, 2021 | Sep. 30, 2023 | Dec. 31, 2021 | |
Common stock sold for cash | $ 15,000 | $ 300,000 | ||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Common stock sold for cash, shares | 10,000 | 3,333,300 | 10,000 | |||||||||||||
Common stock sold for cash | $ 150,000 | $ 499,995 | $ 150,000 | |||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Common stock sold for cash, shares | 33,333 | 33,333 | 33,334 | 16,667 | 16,666 | 16,667 | 16,667 | 16,667 | 200,000 | 16,666 | 200,000 | |||||
Common stock sold for cash | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 3,000,000 | $ 249,990 | $ 3,000,000 |
Schedule of Option Exercise Pri
Schedule of Option Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.13 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 0.56 |
Shares Underlying Options Outstanding, shares | shares | 10,242,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 18 days |
Shares Underlying Options Outstanding, Weighted Average Exercise Price | $ 0.15 |
Shares Underlying Options Exercisable, Number of shares, shares | shares | 9,113,528 |
Shares Underlying Options Exercisable, Weighted Average Exercise Price | $ 0.15 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - $ / shares | 12 Months Ended | |||
Jul. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Shares, Options granted | 134,128 | |||
Number of Shares, Options exercised | (60,000) | |||
Number of Shares, Ending | 125,000 | |||
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Shares, Beginning | 10,742,000 | 1,275,000 | ||
Weighted Average Exercise Prices, Beginning | $ 0.16 | $ 0.36 | ||
Number of Shares, Options granted | 9,592,000 | |||
Weighted Average Exercise Prices, Options granted | $ 0.14 | |||
Number of Shares, Options exercised | (125,000) | |||
Weighted Average Exercise Prices, Options exercised | $ (0.13) | |||
Number of Shares, Options granted | (500,000) | |||
Weighted Average Exercise Prices, Options granted | $ (0.50) | |||
Number of Shares, Ending | 10,242,000 | 10,742,000 | 1,275,000 | |
Weighted Average Exercise Prices, Ending | $ 0.15 | $ 0.16 | $ 0.36 | |
Number of Shares, Exercisable Ending | 9,113,528 | |||
Weighted Average Exercise Prices, Exercisable Ending | $ 0.15 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Jul. 01, 2023 | Apr. 03, 2023 | Feb. 14, 2023 | Jan. 04, 2023 | Jan. 01, 2023 | Dec. 21, 2022 | Oct. 12, 2022 | Oct. 03, 2022 | Sep. 15, 2022 | Sep. 12, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Sep. 17, 2021 | Jul. 26, 2021 | Jun. 01, 2021 | May 25, 2021 | May 23, 2021 | May 12, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 28, 2022 | Oct. 15, 2021 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 9,200,000 | 9,200,000 | 9,200,000 | 9,200,000 | 9,200,000 | ||||||||||||||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Common Stock, Shares, Outstanding | 65,599,565 | 76,736,274 | 76,736,274 | 67,202,907 | 65,599,565 | ||||||||||||||||||||||
Number of stock sold, shares | 3,000,000 | ||||||||||||||||||||||||||
Common stock issued for services | $ 84,000 | $ 134,128 | $ 173,850 | $ 134,128 | $ 134,128 | $ 133,755 | |||||||||||||||||||||
Amortization of debt discounts | 26,233 | 412,673 | $ 412,673 | 456,656 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 134,128 | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.10 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 60,000 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 125,000 | 500,000 | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.13 | $ 0.50 | |||||||||||||||||||||||||
Two Individuals [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services | $ 21,725 | $ 18,758 | $ 8,500 | $ 29,538 | |||||||||||||||||||||||
Common stock issued for services, shares | 262,066 | 112,528 | 50,000 | 118,150 | |||||||||||||||||||||||
Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 200,000 | $ 250,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 2,000,000 | 1,250,000 | |||||||||||||||||||||||||
Amortization of debt discounts | 150,062 | 268,250 | |||||||||||||||||||||||||
Finance expense | 106,894 | 43,168 | |||||||||||||||||||||||||
Purchase Agreement [Member] | Second ABJ Note [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Finance expense | 268,250 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services | $ 1,000 | $ 1,341 | $ 2,500 | $ 1,603 | $ 1,603 | $ 955 | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,341,276 | 3,000,000 | 750,000 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 60,000 | ||||||||||||||||||||||||||
Common stock issued for services, shares | 1,000,000 | 1,341,276 | 2,500,000 | 1,603,342 | 1,603,342 | 954,260 | |||||||||||||||||||||
Common Stock [Member] | Vahe Gabriel [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services | $ 55,234 | ||||||||||||||||||||||||||
Common stock issued for services, shares | 673,582 | ||||||||||||||||||||||||||
Common Stock [Member] | Subscription Payable [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Number of stock sold, shares | 262,066 | ||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 1 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock shares designated | 500,000 | ||||||||||||||||||||||||||
Number of stock sold, shares | 25,000 | 25,000 | 5,000 | ||||||||||||||||||||||||
Common stock issued for services | $ 45,000 | $ 45,000 | |||||||||||||||||||||||||
Common stock issued for services, shares | 4,500 | 4,500 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock shares designated | 300,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 3,333,300 | 10,000 |
Schedule of Warrants to Purchas
Schedule of Warrants to Purchase Common Stock Outstanding (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.13 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 10,242,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 8 years 18 days |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.15 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 9,113,528 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.15 |
Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 11,511,650 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 5 months 4 days |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 11,511,650 |
Warrant [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.25 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | 0.25 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | 0.25 |
Warrant [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | 0.50 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | 0.50 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.50 |
Schedule of Fair value Assumpti
Schedule of Fair value Assumption of Warrants (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.79% | 0.47% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 3 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 157% | 197% |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares, Outstanding | 11,011,650 | 7,511,650 |
Weighted Average Exercise Price, Outstanding | $ 0.30 | $ 0.25 |
Number of Shares, Warrants granted | 500,000 | 3,500,000 |
Weighted Average Exercise Price, Warrants granted | $ 0.25 | $ 0.39 |
Number of Shares, Outstanding | 11,511,650 | 11,011,650 |
Weighted Average Exercise Price, Outstanding | $ 0.29 | $ 0.30 |
Number of Shares, Exercisable | 11,511,650 | |
Weighted Average Exercise Price, Exercisable | $ 0.29 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Warrants | ||
Federal statutory income tax rate | 21% | 21% |
State income taxes | ||
Change in valuation allowance | (21.00%) | (21.00%) |
Net effective income tax rate |
Schedule of Deferred Tax Asset
Schedule of Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock Warrants | ||
Net operating loss carry forwards | $ 1,950,000 | $ 1,535,000 |
Net deferred tax assets before valuation allowance | 1,950,000 | 1,535,000 |
Less: Valuation allowance | (1,950,000) | (1,535,000) |
Net deferred tax assets |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Apr. 03, 2023 USD ($) $ / shares shares | Feb. 14, 2023 shares | Jan. 27, 2023 USD ($) $ / shares shares | Jan. 09, 2023 USD ($) $ / shares shares | Jan. 04, 2023 USD ($) $ / shares shares | Dec. 21, 2022 USD ($) $ / shares shares | Dec. 20, 2022 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares |
Class of Warrant or Right, Outstanding | 14,011,650 | 11,511,650 | ||||||||
Number of stock sold, shares | 3,000,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,500,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.29 | $ 0.29 | $ 0.10 | |||||||
Series A Preferred Stock [Member] | ||||||||||
Number of stock sold, shares | 25,000 | 25,000 | 5,000 | |||||||
Series A Preferred Stock [Member] | Warrant [Member] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 50,000 | |||||||||
Number of stock sold, shares | 10,000 | 10,000 | 2,500 | 2,500 | 2,500 | 2,500 | ||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 1,000,000 | 250,000 | 250,000 | 250,000 | 250,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | ||||
Warrants and Rights Outstanding | $ | $ 63,508 | $ 67,180 | $ 13,757 | $ 13,970 | $ 17,468 | $ 17,499 | ||||
Sale of Stock, Consideration Received on Transaction | $ | $ 100,000 | $ 100,000 | $ 25,000 | $ 25,000 | $ 50,000 | |||||
Series A Preferred Stock [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Warrants and Rights Outstanding, Measurement Input | 146 | 148 | 152 | 156 | 157 | 157 | ||||
Series A Preferred Stock [Member] | Warrant [Member] | Measurement Input, Share Price [Member] | ||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 0.0635 | 0.0672 | 0.0550 | 0.0559 | 0.0699 | 0.07 |