UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2021



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________
to _____________



Commission
File No. 001-40314



WHERE
FOOD COMES FROM, INC.

(Exact
name of registrant as specified in its charter)



|Colorado                                     |  | 43-1802805                              
|-------------------------------------------- |  | ----------------------------------------
|(State
    of incorporation or organization) |  | (I.R.S.
    Employer Identification No.)



202
6th Street, Suite 400

Castle
Rock, CO 80104

(Address
of principal executive offices, including zip code)



Registrant’s
telephone number, including area code:

(303)
895-3002



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



Securities
registered pursuant to Section 12(g) of the Act:

Common
Stock, $0.001 par value

(Title
of Class)



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

Yes
☐ No ☒



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

Yes
☐ No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer: | ☐ |  | Accelerated
    filer:         | ☐
|---------------------------- | - |  | ------------------------------ | -
|Non-accelerated
    filer:   | ☐ |  | Smaller
    reporting company: | ☒
|Emerging
    growth company  | ☐ |  |                                |  



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



Indicated
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7252(b)) by the registered
public accounting firm that prepared or issued its audit report.

Yes
☐ No ☒



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

Yes
☐ No ☒



The
aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2021, the last business day of our most
recently completed second fiscal quarter, was $43,935,063, based on the closing stock price of $15.47 on June 30, 2021. All dollar amounts
and share information has been adjusted to reflect the 1-for-4 reverse split that occurred in December 2020.



The
number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 25, 2022 was 6,074,395.



DOCUMENTS
INCORPORATED BY REFERENCE: Part III is incorporated by reference from the registrant’s Definitive Proxy Statement for its 2022
Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, within 120 days after the close of the registrant’s
2021 fiscal year.













EXPLANATORY
NOTE



This
Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Where Food
Comes From, Inc. (the “Company”) for the year ended December 31, 2021 (the “Original Filing”), that was originally
filed with the U.S. Securities and Exchange Commission on February 28, 2021, is to update the shares of common stock outstanding as of
February 25, 2022 to 6,074,395 on the Cover Page. In Item 1A. Risk Factors, change the aggregate beneficial ownership of John Saunders,
our Chairman and CEO, and Leann Saunders, our President to 28% of our common stock and the Saunders, together with the rest of the Board
beneficially owns 54% of our common stock.



Except
as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any
way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak
as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original
Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings
made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.













PART
II – OTHER INFORMATION



ITEM
6 — EXHIBITS



|Exhibit
    No. |  | Description                                                                                                                                                                                                                                                  
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                              
|101**           |  | The
                                            Cover Page from the Company’s Annual Report on Form 10-K for the year ended December
                                            31, 2021 formatted in Inline Extensible Business Reporting Language (iXBRL).
|101**           |  | Item
    1A. Risk Factors from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline Extensible
    Business Reporting Language (iXBRL)                                                                          



|** | Furnished
    herewith
|-- | ----------------------















SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|Date:
    April 5, 2022 | Where
    Food Comes From, Inc.
|----------------------- | -------------------------------
|                        |                                
|                        | By:                            
|                        |                                



| | By: | /s/
    Dannette Henning   
| | --- | ---------------------------
| |     | Chief
    Financial Officer













ITEM
1A. RISK FACTORS



Directors,
executive officers, principal stockholders and affiliated entities beneficially own or control a significant amount of our outstanding
common stock and together meaningfully influence our activities.



As
of February 25, 2022, John Saunders, our Chairman and CEO, and Leann Saunders, our President, beneficially owned in the aggregate approximately
28% of our common stock. The Saunders, together with the rest of our Board, beneficially own approximately 54% of our common stock. These
directors and officers, if they determine to vote in the same manner, would have a significant impact on the outcome of any matter requiring
approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions
or terms of any liquidation. This concentration of ownership may have the effect of delaying or preventing a change in control of our
company that may be favored by other shareholders. This could prevent transactions in which shareholders might otherwise recover a premium
for their shares over current market prices.