UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

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

For the transition period from _______________ to _______________.

Commission file number: 333-219922

WEED, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

83-0452269

(I.R.S. Employer

Identification No.)

4920 N. Post Trail

Tucson, AZ

(Address of principal executive offices)

85750

~~(Zip~~ (Zip Code)

(~~(520)~~520) 818-8582

Registrant’s telephone number, including area code

~~(Former~~ (Former address, if changed since last report)

(Former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

Common Stock, $0.001 par value

(Title of class)

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 xNo o

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 xNo o

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 o		Accelerated filer o

Non-accelerated ~~filer~~Filer x		Smaller reporting company x

		Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes oNo o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~November~~May 12, ~~2021~~2022 there were ~~118,102,685~~122,322,685 shares of common stock, $0.00001 par value, issued and outstanding.

WEED, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1

~~Condensed~~ Consolidated Financial Statements

The consolidated balance sheets as of ~~September 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020,~~2021, the consolidated statements of operations and comprehensive loss for the three ended March 31, 2022 and ~~nine months ended September 30,~~ 2021, ~~and 2020,~~ the consolidated statement of ~~stockholders~~changes in stockholders’ equity (deficit) for the three ~~and nine months~~ ended ~~September 30, 2021,~~March 31, 2022, and the consolidated statements of cash flows for the ~~nine~~three months ending ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ follow. The unaudited interim ~~condensed~~ financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

WEED, INC. AND SUBSIDIARY

~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2021~~March 31, 2022

TABLE OF CONTENTS

	Page No.

~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

~~Condensed~~ Consolidated Balance Sheets (Unaudited)	6

~~Condensed~~ Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	7

~~Condensed~~ Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	8

~~Condensed~~ Consolidated Statements of Cash Flows (Unaudited)	9

WEED, INC.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,			(Unaudited)
	2021			2020			March 31,			December 31,
	(unaudited)						2022			2021
ASSETS

CURRENT ASSETS:
Cash	$	1,739		$	12,629		$	33,888		$	19,654
Accounts Receivable		822			822			822			822
Prepaid expenses		33,529			29,683			17,940			21,442
Deposits		302,000			212,000			-			-

TOTAL CURRENT ASSETS		338,090			255,134			52,650			41,918

Land		124,708			124,708			383,027			383,027
Building		1,759,292			1,759,292			1,977,973			1,977,973
Computers & Equipment		77,415			73,681			79,915			79,915
Leasehold improvements		5,000			5,000			5,000			5,000
Property and equipment, gross		1,966,415			1,962,681			2,445,915			2,445,915

Less: Accumulated depreciation		(534,690	)		(441,918	)		(603,560	)		(569,184	)

Property and equipment, net		1,431,725			1,520,763			1,842,355			1,876,731

Trademark		50,000			50,000			50,000			50,000
Less: Accumulated amortization		(8,633	)		(6,900	)		(9,997	)		(9,424	)
Trademark, net		41,367			43,100			40,003			40,576

TOTAL ASSETS	$	1,811,182		$	1,818,997		$	1,935,008		$	1,959,225

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	250,861		$	241,977		$	232,856		$	245,857
Accrued expense		13,500			18,500			19,500			16,500
Accrued officer compensation		329,750			272,250			389,250			365,750
Accrued interest		43,592			30,437			59,737			50,887
Notes payable, related parties		303,700			258,200			802,999			596,401
Notes payable - in default		68,492			115,191			50,843			65,607
Due to officer		723			723			723			723

TOTAL CURRENT LIABILITIES		1,010,618			937,278			1,555,908			1,341,725

TOTAL LIABILITIES		1,010,618			937,278			1,555,908			1,341,725

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 200,000,000 authorized, 118,102,685 and 113,372,685 issued and outstanding, respectively		118,103			113,373
Common stock, $0.001 par value, 200,000,000 authorized, 120,832,685 and 119,222,685 issued and outstanding, respectively								120,833			119,223
Additional paid-in capital		82,681,613			80,403,267			83,328,210			82,976,493
Subscription payable		366,250			356,250			356,250			356,250
Accumulated deficit		(82,363,883	)		(79,991,051	)		(83,423,872	)		(82,832,901	)
Accumulated other comprehensive loss:
Foreign currency translation		(1,519	)		(120	)		(2,321	)		(1,565	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		800,564			881,719			379,100			617,500

TOTAL LIABILITIES & STOCKERHOLDERS’ EQUITY (DEFICIT)	$	1,811,182		$	1,818,997		$	1,935,008		$	1,959,225

The accompanying notes are an integral part of the ~~condensed~~ consolidated financial statements

WEED, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

~~(UNAUDITED)~~(Unaudited)


	For the Three Months						For the Nine Months						For the Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2021			2020			2021			2020			2022			2021

REVENUE	$	0		$	0		$	0		$	0		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		56,877			75,550			591,188			224,233			136,790			450,716
Professional fees		79,489			109,927			1,654,345			3,540,739			359,401			471,612
Depreciation & amortization		33,544			29,775			94,505			106,498			34,949			33,358

Total operating expenses		169,910			215,252			2,340,038			3,871,470			531,140			955,686

NET OPERATING LOSS		(169,910	)		(215,252	)		(2,340,038	)		(3,871,470	)		(531,140	)		(955,686	)

OTHER INCOME (EXPENSE)
Interest expense		(3,415	)		(8,329	)		(32,794	)		(30,959	)		(46,081	)		(9,567	)
Gain on Sale of Fixed Asset		-			46,948			-			46,948
Other expense														(13,750	)		(6,491	)

TOTAL OTHER INCOME (EXPENSE)		(3,415	)		38,619			(32,794	)		15,989			(59,831	)		(16,058	)

NET LOSS		(173,325	)		(176,633	)		(2,372,832	)		(3,855,481	)		(590,971	)		(971,744	)

OTHER COMPREHENSIVE LOSS		(912	)		(13	)		(1,399	)		(638	)		(756	)	$	(562	)

COMPREHENSIVE LOSS		(174,237	)		(176,646	)		(2,374,231	)		(3,856,119	)		(591,727	)		(972,306	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

Outstanding - basic and fully diluted		117,918,500			113,792,468			116,084,315			111,874,656			119,927,463			114,146,685

Net loss per share - basic and fully diluted	$	(0.0015	)	$	(0.0016	)	$	(0.0204	)	$	(0.0345	)	$	(0.0049	)	$	(0.01	)

The accompanying notes are an integral part of the ~~condensed~~ consolidated financial statements

WEED, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months ended March 31, 2022

~~For the Nine Months ended September 30, 2021~~

~~(UNAUDITED)~~(Unaudited)

Common Stock Accumulated Total
Additional Subscriptions Subscriptions Accumulated Other Stockholders’
Shares Amount Paid-In Capital Payable Receivable Deficit Comprehensive Equity
Balance, December 31, 2019 109,262,685 $ 109,263 $ 76,660,712 $ 356,250 $ - $ (75,925,974 ) $ (609 ) $ 1,199,642

Common stock sold for cash 1,350,000 1,350 293,650 - - - - 295,000

Common stock issued for services 2,710,000 2,710 1,404,490 - - - - 1,407,200

Vesting of employee stock options - - 2,015,911 - - - - 2,015,911

Shares issued for settlement of debt 50,000 50 9,950 - - - - 10,000

Imputed Interest on RP Loans - - 18,554 - - - - 18,554

Net loss - - - - - (4,065,077 ) - (4,065,077 )

Other comprehensive income, net - - - - - - 489 489

Balance, December 31, 2020 113,372,685 $ 113,373 $ 80,403,267 $ 356,250 $ - $ (79,991,051 ) $ (120 ) $ 881,719

Common stock sold for cash 700,000 700 209,300 110,000 - - - 320,000

Common stock issued for services\ 770,000 770 695,430 - - - - 696,200

Imputed Interest on RP Loans - - 9,567 - - - - 9,567

Net loss - - - - - (971,744 ) - (971,744 )

Other comprehensive income, net - - - - - - (562 ) (562 )

Balance, March 31, 2021 114,842,685 $ 114,843 $ 81,317,564 $ 466,250 $ - $ (80,962,795 ) $ (682 ) $ 935,180

Common stock sold for cash 800,000 800 209,200 (80,000 ) (40,000 ) - - 90,000

Common stock issued for services 2,015,000 2,015 1,045,135 - - - - 1,047,150

Imputed Interest on RP Loans - - 6,659 - - - - 6,659

Net loss - - - - - (1,227,763 ) - (1,227,763 )

Other comprehensive income, net - - - - - - 75 75

Balance, June 30, 2021 117,657,685 $ 117,658 $ 82,578,558 $ 386,250 $ (40,000 ) $ (82,190,558 ) $ (607 ) $ 851,301

Cash receipts - - - - 40,000 - - 40,000

Common stock sold for cash 300,000 300 59,700 (20,000 ) - - - 40,000

Common stock issued for services 145,000 145 43,355 - - - - 43,500

Imputed Interest on RP Loans - - - - - - - -

Net loss - - - - - (173,325 ) - (173,325 )

Other comprehensive income, net - - - - - - (912 ) (912 )

Balance, September 30, 2021 118,102,685 $ 118,103 $ 82,681,613 $ 366,250 $ - (82,363,883 ) (1,519 ) $ 800,564

															Total
	Common Stock				Additional		Subscriptions		Accumulated			Other			Stockholders’
	Shares		Amount		Paid-In Capital		Payable		Deficit			Comprehensive			Equity

Balance, December 31, 2020		113,372,685	$	113,373	$	80,403,267	$	356,250		(79,991,051	)		(120	)	$	881,719

Common stock sold for cash		2,200,000		2,200		557,800		-		-			-			560,000

Common stock issued for services		3,650,000		3,650		1,999,200		-		-			-			2,002,850

Imputed Interest on RP Loans		-		-		16,226		-		-			-			16,226

Net loss		-		-		-		-		(2,841,850	)		-			(2,841,850	)

Other comprehensive income, net		-		-		-		-		-			(1,445	)		(1,445	)

Balance, December 31, 2021		119,222,685	$	119,223	$	82,976,493	$	356,250		(82,832,901	)		(1,565	)	$	617,500

Common stock sold for cash		200,000		200		29,800		-		-			-			30,000

Common stock issued for services		1,410,000		1,410		312,790		-		-			-			314,200

Imputed Interest on RP Loans		-		-		9,127		-		-			-			9,127

Net loss		-		-		-		-		(590,971	)		-			(590,971	)

Other comprehensive income, net		-		-		-		-		-			(756	)		(756	)

Balance, March 31, 2022		120,832,685	$	120,833	$	83,328,210	$	356,250		(83,423,872	)		(2,321	)	$	379,100

The accompanying notes are an integral part of the ~~condensed~~ consolidated financial statements

WEED, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

~~For the Nine Months Ended September 310, 2021 and September 30, 2020~~

~~(UNAUDITED)~~(Unaudited)


	For the Nine						For the Three
	Months Ended						Months Ended
	2021			2020			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(2,372,832	)	$	(3,855,481	)	$	(590,971	)	$	(971,744	)
Adjustments to reconcile net loss used in operating activities:
Adjustments to reconcile to net loss to net cash used in operating activities:
Depreciation and amortization		94,505			106,498			34,949			33,358
Gain on sale of fixed asset		-			(46,948	)
Debt amortization								25,018			-
Imputed Interest on RP Loans		16,226			13,945			9,127			9,567
Estimated fair value of stock based compensation		1,786,850			2,044,911			-			-
Estimated fair value of shares issued for services		-			1,365,200			314,200			696,200
Decrease (increase) in assets
Prepaid expenses and deposits		(93,846	)		(92,361	)		3,502			(36,506	)
Deposits - related party								-			(50,000	)
Increase (decrease) in liabilities
Accounts Payable		8,884			52,174			(13,001	)		(4,474	)
Accrued expenses		65,655			132,431			35,350			33,000

NET CASH USED IN OPERATING ACTIVITIES		(494,558	)		(279,631	)		(181,826	)		(290,599	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(3,734	)		163,590			-			(3,734	)

NET CASH USED IN INVESTING ACTIVITIES		(3,734	)		163,590			-			(3,734	)

CASH FLOWS FROM FINANCING ACTIVITIES

Stock Payable		10,000			40,000			-			110,000
Proceeds from notes payable - related party		-			63,100			480,857			30,500
Proceeds from the sale of common stock		480,000			195,000			30,000			210,000
Proceeds on notes payable - related party		45,500			10,200
Repayments on notes payable - related party								(300,000	)		(1,500	)
Repayments on notes payable		(46,699	)		(28,276	)		(14,041	)		(23,000	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		488,801			280,024			196,816			326,000

NET CHANGE IN CASH		(9,491	)		163,983			14,990			31,667

EFFECT OF EXCHANGE RATE ON CASH		(1,399	)		(29	)		(756	)		(562	)

CASH, BEGINNING OF PERIOD		12,629			2,509			19,654			12,629

CASH, END OF PERIOD	$	1,739		$	166,463		$	33,888		$	43,734

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year ended December 31:

Income taxes	$	-		$	-		$	-		$	-
Interest paid	$	-		$	-		$	-		$	-

Non-cash investing and financing activities:

Shares issued from subscription payable	$	-		$	40,000

The accompanying notes are an integral part of the ~~condensed~~ consolidated financial statements

WEED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2021~~AS OF MARCH 31, 2022

(UNAUDITED)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

WEED, Inc. (the “Company”), (formerly United Mines, Inc.) was incorporated under the laws of the State of Arizona on August 20, 1999 (“Inception Date”) as Plae, Inc. to engage in the exploration of gold and silver mining properties. On November 26, 2014, the Company was renamed from United Mines, Inc. to WEED, Inc. and was repurposed to pursue a business involving the purchase of land, and building Commercial Grade “Cultivation Centers” to consult, assist, manage & lease to Licensed Dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana sector. The Company’s plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market. The Company, under United Mines, was formerly in the process of acquiring mineral properties or claims located in the State of Arizona, USA. The name was previously changed on February 18, 2005 to King Mines, Inc. and then subsequently changed to United Mines, Inc. on March 30, 2005. The Company trades on the OTC Pink Sheets under the stock symbol: BUDZ.

On April 20, 2017, the Company acquired Sangre AT, LLC, a Wyoming company doing business as Sangre AgroTech. (“Sangre”). Sangre is a plant genomic research and breeding company comprised of top-echelon scientists with extensive expertise in genomic sequencing, genetics-based breeding, plant tissue culture, and plant biochemistry, utilizing the most advanced sequencing and analytical technologies and proprietary bioinformatics data systems available. No work is being conducted now until further funds are available.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. 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.

The Company has a calendar year end for reporting purposes.

Basis of Presentation:

The accompanying ~~condensed~~ consolidated balance sheet at December 31, ~~2020,~~2021, has been derived from audited consolidated financial statements and the unaudited ~~condensed~~ consolidated financial statements as of ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ ( the “financial statements”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Registration Statement on Form S-1 for the year ended December 31, ~~2020~~2021 (the ~~“2020~~“2021 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The ~~condensed~~ consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the ~~condensed~~ consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership:

Schedule of Entities under Common Control and Ownership

	State of		Abbreviated
Name of Entity	Incorporation	Relationship (1)	Reference
WEED, Inc.	Nevada	Parent	WEED
Sangre AT, LLC (2)	Wyoming	Subsidiary	Sangre

(1)

Sangre is a wholly-owned subsidiary of WEED, Inc.

(2)

Sangre AT, LLC is doing business as Sangre AgroTech.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiary listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, WEED and subsidiary, Sangre will be collectively referred to herein as the “Company”, or “WEED”. The Company’s headquarters are located in Tucson, Arizona and its operations are primarily within the United States, with minimal operations in Australia.

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.

Note 1 – Nature of Business and Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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 those estimates.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board 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, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

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.

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

Revenue Recognition

The Company is using the revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, and using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the Company’s has no historical revenue. The impact of the adoption of the new standard was not material to the Company’s ~~condensed~~ consolidated financial statements. The Company did not earn revenue during the periods ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. When the Company earns revenue, it will be recognized in accordance with FASB ASC 606 – Revenue from Contracts with Customers.

The primary change under the new guidance is the requirement to report the allowance for uncollectible accounts as a reduction in net revenue as opposed to bad debt expense, a component of operating expenses. The adoption of this guidance did not have an impact on our ~~condensed~~ consolidated financial statements, other than additional financial statement disclosures. The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

The Company operates as one reportable segment.

Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $~~500~~4,600 and $0500 for ~~the nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

Note 1 – Nature of Business and Significant Accounting Policies (continued)

~~Recently Issued Accounting Pronouncements~~Foreign Currency Transactions

~~In August 2018,~~Expenses are translated at the FASB issued ASU 2018-15 Accounting for Implementation Costs Related to Cloud Computing or Hosting Arrangements. This standard provides authoritative guidance intended to address a customer’s accounting for implementation costs incurredexchange rates in ~~a cloud computing arrangement that is a service contract. This guidance aligns~~effect at the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentationdate of the ~~capitalized implementation costs~~transaction. Foreign currency denominated payables are translated at the rates of exchange at the balance sheet date. The resulting transaction gains and losses are recorded in the statement of ~~financial position and~~income in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. The Company has adopted this standard beginning January 1, 2020. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.period incurred.

.Assets and liabilities of those operations are translated at exchange rates in effect at the balance sheet date. Income and expenses are translated using the exchange rates on the transaction date for the reporting period. Translation adjustments, if any, are reported as a separate component of accumulated other comprehensive income. Transaction gain (loss) on foreign currency exchange rate was ($756) and ($562) for three months ended March 31, 2022 and 2021. For all significant foreign operations, the functional currency is the local currency.

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $~~82,363,883~~83,423,872 and negative working capital of $~~672,528~~1,503,258 at ~~September 30, 2021.~~March 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new products and services to begin generating revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company 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. The 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.

Note 3 – Related Party

Notes Payable

From time to time, the Company has received short term loans from officers and directors as disclosed in Note 8 below. The Company has a total of $~~303,700~~802,999 and $~~258,200~~596,401 of note payable on the consolidated balance sheet as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.On October 28, 2019, the Company transferred the ownership of the 2017 Audi Q7 and Audi A4, valued at $46,609, to Nicole Breen as a repayment for her loans. $93,000 was recorded as a forgiveness on notes payable, and $46,391 recorded to additional paid-in capital. ~~In March 2020, the Company received $22,000~~ ~~loan from Nicole Breen, and from April 1, 2020 to June 30, 2020, the Company received an additional $37,500~~ ~~loan from Nicole Breen. From August 1, 2020 to December 31, 2020, the Company received $4,600~~ ~~loan from Nicole Breen and repaid her $30,000~~. From January 2021 to March 31, 2021, the Company received $30,500 loan from Nicole ~~Breen and repaid her $1,500~~.Breen. From April 2021 to June 2021, the Company received $8,000 loan from Nicole Breen. From July 2021 to September 2021, the Company received $7,000 loan from Nicole Breen. From Oct 2021 to December 2021, the Company received $18,000 and $300,000 loans from Nicole Breen and Glenn Martin, respectively. From January 2022 to March 31, 2022, the Company received $4,000 and $500,000 loans from Nicole Breen and Glenn Martin, respectively. The $500,000 loan from Glenn Martin was replaced the $300,000 loan.

Services

Nicole M. Breen receives $1,500 a week in cash compensation for her services rendered to the Company.

Glenn E. Martin receives $8,000 a month in cash compensation for his services rendered to the Company.

Deposits

Glenn E. Martin made the deposit of $50,000 on the Thorne Ranch property under his name. There is an agreement between Glenn E, Martin and the Company that if the property closes, Glenn E. Martin will transfer the title and all rights to the Company. The deposit was returned in June 2021.

~~Common Stock~~Accrued Compensation

A total of $~~329,750~~389,250 and $~~272,250~~302,250 of officer compensation was unpaid and outstanding at ~~September 30, 2021~~March 31, 2022 and ~~December 31,~~ 2020, respectively.

~~Stock Options Issued for Services – related party~~

On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options were valued at $45,987,970 using the Black-Scholes option pricing model. The Company recognized expense of approximately, $2,015,911 relating to these options during the three months ended March 31, 2020.

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 sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Assets and Liabilities measured at Fair value, Recurring

Fair Value Measurements at December 31, ~~2020~~2021

	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash	$	12,629	$	-	$	-	$	19,654	$	-	$	-
Total assets	$	12,629	$	-	$	-	$	19,654	$	-	$	-
Liabilities
Notes payable, related parties				258,200					$	596,401
Notes payable	$	-	$	115,191	$	-	$	-	$	65,607	$	-
Total liabilities	$	-	$	373,391	$	-	$	-	$	662,008	$	-
Total	$	12,629	$	373,391	$	-	$	19,654	$	662,008	$	-

Fair Value Measurements at ~~September 30, 2021~~March 31, 2022

	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash	$	1,739	$	-	$	-	$	33,888	$	-	$	-
Total assets	$	1,739	$	-	$	-	$	33,888	$	-	$	-
Liabilities
Notes payable, related parties			$	303,700					$	802,999
Notes payable	$	-	$	68,492	$	-	$	-	$	50,823	$	-
Total liabilities	$	-	$	372,192	$	-	$	-	$	853,842	$	-
Total	$	1,739	$	372,192	$	-	$	33,888	$	853,842	$	-

The fair values of our related party debts are deemed to approximate book value and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020.~~2021.

Note 5 – Investment in Land and Property

On June 25, 2019, the Company received $60,000 from Lex Seabre in exchange for 120,000 shares of common stock of the Company. The $60,000 was paid as a deposit for the Sugar Hill golf course property auction.

On June 28, 2019, the Company received a loan of $12,000 from Nicole Breen. The $12,000 was paid as a deposit for the Sugar Hill golf course property auction.

On September 25, 2019, the Company received $20,000 from Lex Seabre in exchange for 100,000 shares of common stock of the Company. The $20,000 was paid as a deposit for the additional 60-day extension for the Sugar Hill golf course property purchase.

As of December 31, 2020, a total of $212,000 has been paid as a deposit for the Sugar Hill golf course property purchase. As of September 31, 2021, a total of $252,000 has been paid as a deposit for the Sugar Hill golf course property purchase.

The Company entered into Memorandum of Sale agreement for the Sugar Hill property with M&T Bank and the Referee to make payment of $10,000 per month commencing on February 1, 2020 and continuing on the 1^st of each month until January 1, 2021 with a balloon payment of $272,167.73 on February 1, 2021. On January 18, 2021, the Company worked out an additional extension with the bank. Under the terms of that agreement, we agreed to pay $10,000 per month beginning February 1, 2021 until November 1, 2021, and then pay a balloon payment of approximately $172,000 due on or before December 1, 2021.

On November 11, 2021, the Company paid $245,000 to purchase the Sugar Hill golf course property. The ~~property located on 169 Valley Vista~~total purchase price was ~~sold for $175,000~~ ~~on September 25, 2020 with selling expenses of $11,410. The cost basis of the property was $104,950 and land was $11,692. $46,948~~ was recorded as gain on the sale. The Company received a check in the amount of $153,809.03 for the sale on September 25, 2020, and the check was deposited into a new bank account set up under Sangre AT, LLC on October 2, 2020, due to the property was purchased by Sangre AT, LLC in 2018.$477,000.

Note 6 – Property and Equipment

Property and equipment consist of the following at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Property and Equipment

	September 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
Property improvements	$	5,000		$	5,000		$	5,000		$	5,000
Automobiles		0			0			0			0
Office equipment		8,667			4,933			8,667			8,667
Furniture & Fixtures		2,979			2,979			5,479			5,479
Lab equipment		65,769			65,769			65,769			65,769
Construction in progress		0			0			0			0
Land		124,708			124,708			383,027			383,027
Property ~~(1)~~		1,759,292			1,759,292			1,977,973			1,977,973
Property and equipment, gross		1,966,415			1,962,681			2,445,915			2,445,915
Less accumulated depreciation		(534,690	)		(441,918	)		(603,560	)		(569,184	)
Property and equipment, net	$	1,431,725		$	1,520,763		$	1,842,355		$	1,876,731

~~(1)~~

In 2018, the Company purchased two properties in La Veta, Colorado. The property located on 169 Valley Vista was purchased for $140,000, and the property located on 1390 Mountain Valley Road was purchased for $1,200,000 (see Note 8). The property located on 169 Valley Vista was sold for $175,000 on September 25, 2020 and $46,948 was recorded as gain on the sale..

Depreciation expense totaled $~~92,711~~34,377 and $~~104,548~~32,708 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and year ended December 31, 2020,~~ respectively.

Construction in progress in the amount of $499,695 was fully impaired due to the Company may not receive funds to complete the research facility center project. There was no work performed in 2021 and 2020.

Note 7 – Intangible Assets

In accordance with FASB ASC 350, “Intangibles-Goodwill and Other”, the Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The US and Europe trademarks were acquired for $40,000 and $50,000, respectively, for the year ended December 31, 2018. Trademarks are initially measured based on their fair value and amortized by 10 and 25 years.

Amortization expense totaled $~~1,733~~573 and $~~1,950~~650 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

1514

Note 8 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Notes Payable, Related Party

	March 31, 2022		December 31, 2021
On April 12, 2010, the Company received an unsecured, non-interest-bearing loan in the amount of $2,000, due on demand from Robert Leitzman. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum. The largest aggregate amount outstanding was $2,000 during the periods ended December 31, 2019 and December 31, 2018. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest-bearing nature of the loan and the materiality of the debt at the time of origination.		2,000		2,000

Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination.		10,000		10,000

Over various dates from April 2019 to March 2022, the company received a net amount of $356,700 of advances, bearing interest at 5%, from Nicole Breen. On October 28, 2019, the company’s vehicles valued at $93,000 were used as a repayment.		313,700

On November 2, 2021, the company received an unsecured loan in the amount of $300,000, bearing interest at 5%, from Glenn Martin. The loan was paid off on March 1, 2022.				309,700

On March 1, 2022, the company received an unsecured loan in the amount of $500,000, bearing interest at 9.25%, from Glenn Martin.		500,000		300,000

Notes payable, related parties	$	825,700	$	621,700
Less: Loan fee, net of amortization		22,701		25,299
Notes payable, related parties		802,999		596,401

September 30, 2021 December 31, 2020
On April 12, 2010, the Company received an unsecured, non-interest-bearing loan in the amount of $2,000, due on demand from Robert Leitzman. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum. The largest aggregate amount outstanding was $2,000 during the periods ended December 31, 2019 and December 31, 2018. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest-bearing nature of the loan and the materiality of the debt at the time of origination. 2,000 2,000

Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination. 10,000 10,000

Over various dates from April 2019 to September 2021, the company received a net amount of $291,700 of advances, bearing interest at 5%, from Nicole Breen. On October 28, 2019, the company’s vehicles valued at $93,000 were used as a repayment.
291,700 246,200

Notes payable, related parties $ 303,700 $ 258,200

The Company recorded interest expense in the amount of $~~12,929~~$36,467 and $~~20,231~~$6,982 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and December 31, 2020,~~ respectively, including imputed interest expense in the amount of $~~12,191~~$9,127 and $~~18,554~~$6,982 during such periods related to notes payable, related parties.

Note 9 – Notes Payable

Note payable consist of the following at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively:

Schedule of Notes Payable

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
On August 5, 2019, the Company entered into a promissory note, whereby the Company promises to pay Snell & Wilmer L.L.P the principal amount of $250,000, bearing interest at 2.5% per annum. The note is to be paid in consecutive monthly installments in the amount of $25,000, including accrued interest commencing on August 30, 2019, until the final balloon payment is paid on January 30, 2020. The note is in default. The promissory note is secured by the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the real property owned by Sangre located on 1390 Mountain Valley Road, La Veta, Colorado 81055. As of September, 2021, $192,560 has been paid to Snell & Wilmer.	$	57,440		104,139
On August 5, 2019, the Company entered into a promissory note, whereby the Company promises to pay Snell & Wilmer L.L.P the principal amount of $250,000, bearing interest at 2.5% per annum. The note is to be paid in consecutive monthly installments in the amount of $25,000, including accrued interest commencing on August 30, 2019, until the final balloon payment is paid on January 30, 2020. The note is in default. The promissory note is secured by the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the real property owned by Sangre located on 1390 Mountain Valley Road, La Veta, Colorado 81055. As of March 2022, $205,631 has been paid to Snell & Wilmer.					$	44,369		54,169

On various dates, the Company received advances from consultant, Patrick Brodnik, bearing 5% interest.	$	11,052		11,052	$	6,474		11,438

	$	68,492	$	115,191	$	50,843	$	65,607

The Company recognized interest expense of $~~19,865~~487 and $~~19,697~~2,585 related to the note payables for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and December 31, 2020,~~ respectively.

~~During the year ended December 31, 2020, the Company issued~~ ~~50,000~~ ~~shares of common stock to Pearl Cohen Zedek Latzer, valued at $10,000~~ ~~based on the closing price on the measurement date, to settle the full outstanding debt of $15,277. The Company recorded a gain on extinguishment of $5,277~~.

Note 10 – Commitments and Contingencies

On November 8, 2016, the Company entered into an agreement with Gregory DiPaolo’s Pro Am Golf, LLC to acquire improved property located in Westfield, New York. The total purchase price of $1,600,000 is to be paid with a deposit of 50,000 shares of common stock, followed by cash of $1,250,000 and 300,000 shares of the Company’s common stock to be delivered at closing. The deposit of 50,000 shares issued as a deposit was $42,500 based on the closing price of the Company’s common stock on the date of grant. Subsequently, we entered into an amended Purchase and Sale Agreement on October 24, 2017, under which we amended the total purchase price to Eight Hundred Thousand Dollars ($800,000) and forfeited our previous deposit of stock. Under the terms of the amended agreement, we paid an additional Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase price to be paid on or before the date closing date, which was scheduled on May 1, 2018. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We had planned to use this property as our inroads to the New York hemp and infused beverage markets in the future. Since the property was in foreclosure it was put up for auction, which occurred on July 1, 2019. At the auction, we were the winning bidder with a bid of $597,000. Our prior deposit payment of $120,000 was credited towards the purchase price, and the remaining $477,000, was finally due on November 30, 2019, after several extensions (which cost us total of $40,000 to obtain). At the end of December 31, 2020, a total of $212,000 was issued as a deposit for the property. We were not able to meet that deadline, but in January 2020 we worked out an additional extension with the bank. Under the terms of the new agreement, we still owe approximately $392,000 to acquire the property. We have agreed to pay that amount in installment payments of $10,000 per month for six months beginning February 2020, with a balloon payment of approximately $332,000 due on or before August 3, 2020. We were not able to pay the balloon payment by the August 3, 2020 deadline, but on July 31, 2020 we worked out an additional extension with the bank. Under the terms of that agreement, we paid $10,000 in exchange for an additional extension and we owed approximately $332,000 to acquire the property. We agreed to pay that amount in installment payments of $10,000 per month for six months beginning September 2020, with a balloon payment of approximately $272,000 due on or before February 1, 2021. We made the six $10,000 monthly payments but were not able to pay the balloon payment by the February 1, 2021 deadline, but on January 18, 2021 we worked out an additional extension with the bank. Under the terms of that agreement, we agreed to pay $10,000 per month beginning February 1, 2021 until November 1, 2021, and then pay a balloon payment of approximately $172,000 due on or before December 1, 2021.

~~These payments are in addition to the approximately $540,000 in payments we have already made. We made the $10,000 payments due on February 1, 2021, March 1, 2021, May 25~~^th~~, 2021, and June 22~~^nd~~, 2021.~~

On January 19, 2018, the Company was sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc.), Case No. 4:18-cv-00027-RM) by the listed Plaintiff. The Company was served with the Verified Complaint on January 26, 2018. The Complaint alleges claims for breach of contract-specific performance, breach of contract-damages, breach of the covenant of good faith and fair dealing, conversion, and injunctive relief. In addition to the Verified Complaint, the Company was served with an application to show cause for a temporary restraining order. The Verified Complaint alleges the Company entered into a contract with the Plaintiff on October 1, 2014 for the Plaintiff to perform certain consulting services for the Company in exchange for 500,000 shares of its common stock up front and an additional 700,000 shares of common stock to be issued on May 31, 2015. The Plaintiff alleges he completed the requested services under the agreement and received the initial 500,000 shares of common stock, but not the additional 700,000 shares. The request for injunctive relief asks the Court to Order the Company to issue the Plaintiff 700,000 shares of its common stock, and possibly include them in its Registration Statement on Form S-1, or, in the alternative, issue the shares and have them held by the Court pending resolution of the litigation, or, alternatively, sell the shares and deposit the sale proceeds in an account that the Court will control. The hearing on the Temporary Restraining Order occurred on January 29, 2018. On January 30, 2018, the Court issued its ruling denying the application for a Temporary Restraining Order. Currently, there is no further hearing scheduled in this matter. On February 13, 2018, the Company filed an Answer to the Verified Complaint and Counterclaim. On February 15, 2018, the Company filed a Motion to Dismiss the Verified Complaint. On February 23, 2018, the Company filed a Motion to Amend Counterclaim to add W. Martin’s wife, Joanna Martin as a counterdefendant. On March 9, 2018, William Martin filed a Motion to Dismiss the Counterclaim. On March 12, 2018, William Martin filed a Motion to Amend the Verified Complaint to, among other things, add claims against Glenn Martin and Nicole and Ryan Breen. On March 27, 2018, the Court granted both William Martin and WEED, Inc.’s Motions to Amend. On March 27, 2018, the Company filed an Amended Counterclaim adding Joanna Martin. On April 2, 2018, the Company filed a Motion to Amend our Counterclaim to add a breach of contract claim. On April 10, 2018, the Company filed an Answer to First Amended Verified Complaint. On April 23, 2018, Glenn Martin and Nicole and Ryan Breen filed their Answer to the First Amended Complaint. On May 31, 2018, the Court issued an Order: (a) granting the Company’s Motion to Dismiss thereby dismissing the Plaintiff’s claims for breach of the covenant of good faith and fair dealing and the claim for conversion, (b) denying William Martin’s Motion to Dismiss the counterclaim as to the claims for fraudulent concealment and fraudulent misrepresentation, but granting the Motion to Dismiss only as to the claim for fraudulent nondisclosure, and (c) granting the Company’s Motion to Amend its Counterclaim to add a breach of contract claim. On June 1, 2018, William Martin and his wife filed their Answer to the First Amended Counterclaim. On June 1, 2018, William Martin and his wife filed their Answer to the Second Amended Counterclaim. ~~On September 14, 2018,~~In addition to the above pleadings and motions, the parties have exchanged disclosure statements and served and responded to written discovery. The Company ~~filed a Motion for Partial Summary Judgment (MPSJ) seeking~~denies the ~~dismissal of all remaining claims~~Plaintiff’s allegations in the ~~First Amended Complaint. On November 26, 2018, plaintiff filed an opposition~~Verified Complaint in their entirety and plan to vigorously defend against this lawsuit. Due to the motion for partial summary judgment, together with a cross-motion for summary judgment on both plaintiff’s claims and the Company’s counterclaims. Those motions have been fully briefed. Originally, the Court set oral argument on the motions for May 16, 2019, but that hearingloss not being probable, no accrual has been ~~postponed by~~recorded for the ~~Court due to health issues~~700,000 shares of common stock the Plaintiff alleges he is owed under his agreement with ~~Plaintiff’s counsel. Subsequently, Plaintiff’s counsel withdrew and consequently, William Martin and his wife are unrepresented. By order of~~ the Court, the Parties participated in a judicial settlement conference August 21, 2019 with Magistrate Judge Thomas Ferraro, but the case did not settle. On October 15, 2019, Judge Marquez heard oral argument on the cross-motions for partial summary judgment. The judge took the motions under considerations. On November 21, 2019, the Judge issued a ruling, which (i) granted the Company’s motion for summary judgment as to the Plaintiff’s claim for fraudulent transfer, and as a result Glenn Martin, Nicole Breen, Ryan Breen and GEM Management Group, LLC were dismissed from the lawsuit, (ii) denied the Company’s motion to dismiss Plaintiff’s claims for breach of contract, and (iii) granted Plaintiff’s motion to dismiss the Company’s claims for fraudulent misrepresentation/concealment, which acted to dismiss the Company’s claims against the Plaintiffs. As a result of this ruling, the remaining claim in the lawsuit was one for breach of contract against WEED, Inc. On March 5, 2020, the Plaintiffs filed a Motion to Dismiss the remaining counts in the lawsuit, without prejudice. On March 5, 2020, we filed a Response to the Motion to Dismiss stating that we did not object to the Plaintiff’s motion. As a result, on March 10, 2020, the Court entered an Order dismissing Plaintiff’s remaining counts in the Complaint without prejudice. The only remaining claims at that point related to awards for attorneys’ fees. The Court denied both parties motions for attorney’s fees and the litigation terminated and all claims against the Company have been dismissed.Company.

Travis Nelson v. Sangre AgroTech, LLC, et al. (Huerfeno County Colorado District Court, Case No. 2018CV30003, filed on February 5, 2018). Mr. Travis Nelson, formerly a member of the subsidiary Sangre AgroTech, LLC, filed this action alleging wrongful discharge in retaliation for whistleblower activity purportedly related to insider trading, fraud and unlawful interstate transportation of plant genetics. After a motion to dismiss was granted in part, Mr. Nelson filed a second amended complaint asserting revised claims for breach of fiduciary duty, wrongful discharge, and violation of the Colorado organized crime control act. Mr. Nelson has alleged lost wages in the amount of $600,000, unspecified losses related to whistleblower allegations, plus costs and attorneys’ fees. In his initial disclosures, Mr. Nelson alleges damages of $10,000,000. On January 31, 2019, Mr. Nelson submitted an offer of judgement in the amount of $100,000. That offer was rejected by the Corporation. Court-ordered mediation was conducted on April 24, 2019, but the matter was not resolved. By order dated February 4, 2020, the court scheduled trial for October 5, 2020. The Corporation denies liability as to all claims. ~~Due~~Inasmuch as an unfavorable outcome is neither probable nor remote within the meaning of the ABA Statement of Policy referred to ~~concerns related~~in the last paragraph of this letter, we decline to express an opinion concerning the ~~COVID-19 pandemic~~likely outcome of this matter or the ~~case had mainly remained static during 2020 until mid-summer. On July 3, 2020, Plaintiff offered to dismiss~~liability of the case in exchange for payment of $10,000. The Company rejected the offer. On July 21, 2020, the Parties filed a Joint Stipulation for Dismissal of all claims with Prejudice. On July 27, 2020, the Court issued its Order granting the Stipulation for Dismissal with Prejudice. The lawsuit is now terminated and all claims against us have been dismissed with prejudice..Corporation, if any, associated therewith.

Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

Note 11 – Stockholders’ Equity

Preferred Stock

On December 5, 2014, the Company amended the Articles of Incorporation, pursuant to which 20,000,000 shares of “blank check” preferred stock with a par value of $0.001 were authorized. No series of preferred stock has been designated to date.

Common Stock

On December 5, 2014, the Company amended the Articles of Incorporation, and increased the authorized shares to 200,000,000 shares of $0.001 par value common stock.

~~2021~~2022 Common Stock Activity

Common Stock Sales ~~(2021)~~(2022)

During the period ended ~~September 30, 2021,~~March 31, 2022, the Company issued ~~1,800,000~~200,000 shares of common stock for proceeds of $~~480,000~~30,000. 50,000 shares valued at $~~10,000~~$356,250 carried from prior year were not issued at ~~September 30, 2021,~~March 31, 2022, and such amount has been included in subscriptions payable.

Common Stock Issued for Services ~~(2021)~~(2022)

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company agreed to issue an aggregate of ~~2,930,000~~1,410,000 ~~shares of common stock~~ to consultants for services performed. The total fair value of common stock was $~~1,786,850~~314,200 based on the closing price of the Company’s common stock earned on the measurement date.

Common Stock Cancellations

No common stocks were cancelled during the quarter ended ~~September 30, 2021.~~March 31, 2022.

~~2020~~2021 Common Stock Activity

Common Stock Sales ~~(2020)~~(2021)

During the year ended December 31, ~~2020,~~2021, the Company issued ~~1,350,000~~2,200,000 shares of common stock for proceeds of $~~295,000~~560,000. 50,000 shares valued at $356,250 carried from prior year were not issued at December 31, 2021, and such amount has been included in subscriptions payable.

Common Stock Issued for Services ~~(2020)~~(2021)

During the year ended December 31, ~~2020,~~2021, the Company agreed to issue an aggregate of ~~2,710,000~~3,650,000 shares of common stock to consultants for services performed. The total fair value of common stock was $~~1,407,200~~2,002,850 based on the closing price of the Company’s common stock earned on the measurement date.

~~Common Stock Issued for Debt Settlement (2020)~~

~~During the year ended December 31, 2020, the Company issued~~ ~~50,000~~ ~~shares of common stock to Pearl Cohen Zedek Latzer, valued at $10,000~~ ~~based on the closing price on the measurement date, to settle the full outstanding debt of $15,277~~ ~~Accordingly, the Company recorded a gain on extinguishment of $5,277~~.

Common Stock Cancellations

No common stocks were cancelled during the year ended December 31, ~~2020.~~2021.

Note 12 – Common Stock Warrants and Options

Common Stock Warrants Granted (2022)

No common stock warrants were granted during the three months ended March 31, 2022 and December 31, 2021.

Warrants Exercised (2022)

No warrants were exercised during the three months ended March 31, 2022.

2021 Common Stock Warrant Activity

Common Stock Warrants Granted (2021)

No common stock warrants were granted during the ~~nine months ended September 30, 2021 and December 31, 2020.~~

~~Warrants Exercised (2021)~~

~~No warrants were exercised during the nine months ended September 30, 2021.~~

~~2020 Common Stock Warrant Activity~~

~~Common Stock Warrants Granted (2020)~~

~~No common stock warrants were granted during the~~ year ended December 31, ~~2020 and December 31, 2019.~~2021.

Common Stock Warrants Expired (2020)

A total of 200,000 warrants expired during the year ended December 31, 2020.

Warrants Exercised (2020)

No warrants were exercised during the year ended December 31, 2020.

Common Stock Options (2019)

On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options expire ten years from the date of grant. The options were valued at $45,753,000 using the Black-Scholes option pricing model. The Company recognized expense of approximately $~~22,770,662~~ ~~relating to these options during the year ended December 31, 2019 and $2,015,911~~ ~~during the year ended December 31, 2020.~~

~~The assumptions used in the Black-Scholes model are as follows:~~

~~Schedule of Fair Value assumptions using Black-Scholes Model~~

	For the period ended September 30, 2021
~~Risk-free interest rate~~	~~1.75%~~
~~Expected dividend yield~~	0%
~~Expected lives~~	~~10 years~~
~~Expected volatility~~	~~200%~~

A summary of the Company’s stock option activity and related information is as follows:

Schedule of Stock Option Activity


	For the Nine Months Ended September 30, 2020				For the Three Months Ended March 31, 2021
	Number of		Average		Number of		Average
	Shares		Price		Shares		Price
Outstanding at the beginning of period	$	-	$	-	$	6,000,000	$	10.55
Granted		6,000,000		10.55				-
Exercised/Expired/Cancelled		-		-		-		-
Outstanding at the end of period		6,000,000	$	10.55		6,000,000	$	10.55
Exercisable at the end of period		6,000,000	$	10.55		6,000,000	$	10.55


	For the Three Months Ended March 31, 2022
	Number of		Average
	Shares		Price
Outstanding at the beginning of period	$	6,000,000	$	10.55
Granted		-		-
Exercised/Expired/Cancelled		-		-
Outstanding at the end of period		6,000,000	$	10.55
Exercisable at the end of period		6,600,000	$	10.55

2018

For the Nine Months Ended September 30, 2021
Number of Average
Shares Price
Outstanding at the beginning of period $ - $ -
Granted 6,000,000 10.55
Exercised/Expired/Cancelled - -
Outstanding at the end of period 6,000,000 $ 10.55
Exercisable at the end of period 6,600,000 $ 10.55

Note 13 – Income Tax

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provided 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 three months ended March 31, 2022 and the year ended December 31, 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 March 31, 2022 and December 31, 2021, the Company had approximately $276,771 and $ $2,683,947 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

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

Schedule of Deferred Tax Assets

	March 31, 2022
Deferred tax assets:
Net operating loss carry forward as of 12/31/2021		12,817,540
Estimate Tax Loss March 31, 2022		590,971
Add back shares for services		(314,200	)
NOL Carry Forward Cumulative as of 3/31/2022		13,094,311
Statutory Tax Rate		21%

Deferred Tax Asset		2,749,805
Valuation		(2,749,805	)
Net Deferred Tax Asset		0

Based on the available objective evidence, including the Company’s history of losses, 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 March 31, 2022 and December 31, 2021, respectively.

Note 14 – Subsequent Events

We have evaluated subsequent events through the filing date of this Form 10-Q and determined that nofew subsequent events have occurred that would require recognition in the ~~condensed~~ consolidated financial statements or disclosures in the notes thereto.

The Company issued a total of 150,000 shares of common stocks on April 7^th, 2022. 100,000 shares were fully paid to Robert S Wolkin and 50,000 shares were fully paid to Highland Business Service Inc.


	2.	On May 2, 2022, the Company agreed to issue Jeffrey Miller 100,000 shares of the Company’s common stock under the terms of an Employment Agreement between the Company and Mr. Miller.

	3.	On May 1, 2022, the Company agreed to issue 120,000 shares of its common stock to Erin Wilson under the terms of a Consulting Agreement.

	4.	On April 8, 2022, the Company agreed to issue 120,000 shares of its common stock to Roger Badenhuizen under the terms of a Consulting Agreement.

	5.	On May 2, 2022, the Company and Jeffrey Miller entered into a Share Exchange Agreement under which the Company will exchange a total of 2,000,00 shares of its common stock to Jeffrey Miller in exchange for his membership units in Hemprical Genetics, LLC, which are 100% of the outstanding membership units in Hemprical Genetics, LLC, if the agreement closes. On May 2, 2022, the Company issued 1,000,000 of the shares to Mr. Miller under the terms of the Agreement.

2119

~~ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Disclaimer Regarding Forward Looking Statements~~

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Currently, WEED and its subsidiaries are working on or planning for several different business opportunities in the cannabis & hemp field, including, but not limited to: both indoor and outdoor “grows”, cultivations & harvest for research, product development, processing and manufacturing of both Pharma & non-Pharma products, services, therapeutics, and treatments on a global basis for both the Medical Cannabis & Hemp (<.03 thc) global market space. Long terms goals include hopeful cures for many diseases and ailments for both man & animals utilizing the Cannabaceae plant and its derivatives. We ~~are an early~~will need additional financing to attempt to accomplish these goals.

Second, on November 22, 2021, WEED completed the purchase of the Sugar Hill Golf course property located in the town of Portland, New York. WEED’s acquisition of this ~43 acre property with ~2000 ft. of Lake Erie waterfront also comes with the “unlimited water extractions rights” from Lake Erie related to the property, along with a complete wastewater management plant. WEED’s initial plan is to utilize the property to access the hemp and infused beverage markets as our property in the middle of the largest concord grape producing region of the United States. In the future, WEED may look to use the unique property infrastructure to build a luxury condos & resort development in the most natural settings to be ESG compliant in conjunction to WEEDs forming its Social Equity Advisory Council (SEAC) to create Diversity & Equality in our industry. This project is only in its conceptual stage, ~~holding company currently~~no funding or plans have been developed other than the proposed name: The 4 Winds Luxury condos & resort to be “Cannabis Friendly” which would be a “FIRST” in the nation.

Third, WEED established WEED Australia Ltd. and its wholly owned Cannabis Institute of Australia (C.I.A.) in Australia in March of 2017, for the purpose of conducting cannabis and hemp research and potentially developing products and educational services in and for Australians as stated above. C.I.A. is a non-profit entity formed for the purpose of conducting cannabis and hemp research with universities and other non-profits to protect all intellectual rights, properties and usage in our highly regulated industry. The C.I.A. has the potential to develop products in Australia for domestic research and development of products, services and educational purposes to all seven States and territories, including Tasmania, to be marketed globally.

Our first business opportunity was, and continues to be, through our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), where we are focused on the development and application of cannabis-derived compounds for the treatment of human ~~disease. Our wholly-owned subsidiary,~~disease and animal ailments. To that end Sangre, ~~AT, LLC (“Sangre”), has begun~~was working on a planned five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. ~~By targeting cannabis-derived molecules~~Sangre completed a 1-2 year Pilot Study in 2017 & 2018 at the University of Texas-Galveston thru Industrial Metagenomics at a cost of nearly $1 million USD. Sangre completed the pilot study with 30 cultivars from strains collected worldwide that ~~stimulate~~included 30 strains (twenty-four female and six male). These results are highly proprietary and the ~~endocannabinoid system, Sangre’s research team plans~~basis of future studies to ~~develop scientifically-valid and evidence-based cannabis strains for~~come. We need to raise additional funds to continue the ~~production of disease-specific medicines. The goal of the research is to identify, collect, patent, and archive a collection of highly-active medicinal strains. We plan to conduct this study only~~next steps in ~~states where cannabis has been legalized for medicinal purposes.~~our Cannabis Genomic Study.

~~Using annotated genomic data and newly generated phenotypic data, Sangre plans to identify and isolate regions~~On May 14^th, 2018, the 70^th Anniversary of the ~~plant genome which are related to growth, synthesis~~statehood of ~~desired molecules,~~Israel, WEED formed its wholly owned subsidiary, WEED Israel Cannabis Ltd., with the goal of completing and drought and pest resistance. This complex data set would then be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical and patient community. This breeding program would produce new seed stocks and clones, which we plan on patenting. If successful this intellectual property should generate immense value for the Company. After developing a comprehensive understanding of the annotated genome of a variety of cannabis strains, and obtaining intellectual property protection over the most promising strains, we plan move forward either independently or with strategic partners to develop medicinal products for the treatment of a multitude of human diseases.

~~Our current, short-term goals relate~~adding to the noted studies above. As such, WEED Israel worked with the Hebrew University in Jerusalem and with the top scientists globally in the field of Cannabis ~~Genomic Study and the resulting development of a variety of new cannabis strains, and, over the next 5 years, we plan~~& hemp. To that effect, WEED Israel looked to ~~process those results in order to become an international cannabis research~~conduct clinical trials and product development ~~company, with~~that would be the quality and acceptability of the FDA in the United States. Due to current laws and conditions in the USA, all research results and product development for both Pharma & Non-Pharma products, cannot be introduced the United States marketplace. Since starting in 2018, the USA has made vast improvements and advancements in the legalization of both Cannabis and hemp. As of the end of 2021 there are 37 States that have approved a globally-recognized brand focusing on building and purchasing labs, land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to universities, state governments, licensed dispensary owners and organic grow operators on a contract basis with a concentration on the legal andState level medical cannabis ~~sector.~~

~~Our long-term plan is to become a true “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development,~~ and ~~real estate options in this new emerging market. Our long term growth may also come from~~hemp programs, along with the ~~acquisition~~District of ~~synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, we~~Colombia. In addition, there are 17 States that have formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, howeverimplemented or approved the ~~entity has been dormant since its inception. We will look to conduct future research, marketing, import/exporting, and manufacturing~~“Adult Use” psyhcoactive aspects of ~~our proprietary products on an international level.~~high THC usage of cannabis.

In ~~furtherance~~conjunction with WEED Israel Cannabis Ltd., we made arrangements with Professor Elka Touitou to be the head of WEEDs Israeli Advisory Board to lead and assist us with clinical trials in cannabis & hemp research studies in Israel. Professor Touitou was the Head of the Innovative Dermal, Transdermal and Transmucosal Delivery Lab at the Institute of Drug Research, The School of Pharmacy, HUJ, now retired but still has HUJ clinical trial & independent studies/lab privileges. Professor Touitou is an internationally renowned authority in the field of drug delivery and design of new technologies for efficient administration of drugs and development of new products. Professor Touitou has been involved in Cannabinoid research since 1988 at The Hebrew University of Jerusalem, (HUJ) Jerusalem, Israel. Previously, WEED was in the process of buying Professor Touitou’s various patents to include the bioavailability aspects of the cannabaceae plant. However, after expending over $500,000 USD to acquire the Professor Touitou’s patents, we had to terminate the agreement in 2019 due to the downturn of the Cannabis marketplace, and specifically as to public cannabis companies, which could not be resumed due to the Covid pandemic that was/is still ongoing globally. We have kept in constant contact with Professor Touitou thru our ~~current, short terms goals, Sangre initiated~~Managing Director of WEED Israel, Mr. Elliot Kwestel. As of 2022, Dr. Touitou still has interest in working with WEED to complete the ~~cannabis genome project in April 2017, by extracting DNA from seven cannabis strains in Tucson, Arizona. Sangre followed the initial extraction with a second round~~purchase of ~~extractions in July 2017. The extracted DNA will be sequenced by the Sangre team using a binary sequencing approach based on the use of two distinct sequencing technologies~~her patents and a proprietary bioinformatics database, as funds allow. Following the generation of genomic data, the sequences will be annotated (compared) against over 300,000 plant genes to elucidate specific de novo pathways responsible for the synthesis of specific compounds and classes of compounds.begin clinical trials upon proper funding.

Under the genome project directives, additional strains are slated for sequencing and annotation as part of the overall expansion of this research project. An integral part of this expansion is the acquisition of additional DNA extraction, amplification, and sequencing technologies. The expansion also includes the installation of high-level IT networks for data acquisition, analysis, and storage.

On July 26, 2017, we acquired a property located in La Veta, Colorado in order for Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The site includes a 10,000+ sq. ft. building that will house Sangre’s genomic research facility, a 4,000+ square foot building for plant product analytics and plant product extraction, a 3,500 sq. ft. corporate office center, and 25 RV slots with full water and electric, which we plan to convert into a series of small research pods. Under the terms of the purchase agreement, we paid $525,000 down, along with 25,000 shares of our common stock, and Sangre took immediate possession of the property. We were obligated to pay an additional $400,000 in cash and issue an additional 75,000 shares of our common stock over the two next years in order to pay the entire purchase price. To date we have spent $354,000 renovating the property and an additional $400,000 on extraction and analytical lab equipment. We plan to complete the property renovations at an estimated cost of $300,000, if we raise sufficient funding. We will need additional extraction equipment and analytical lab equipment, totaling approximately $700,000. During the year ended December 31, 2019, construction in progress in the amount of $499,695 was fully impaired due to the fact we may not receive funds to complete the research facility center project. There was no work performed on the facility in 2019, 2020 or so far in 2021. We will need to raise additional funds in order to complete the planned renovations and pay the purchase price for the equipment.

We acquired the property in La Veta, Colorado in order to facilitate the expansion of the genomic studies and the development of new hybrid strains. We plan for the facility to undergo a re-design and renovation to convert the existing structures into a world-class genetics research center, once we have sufficient funds to proceed with the work.

A gene-based breeding program will allow us to root out inferior cultivars and replace them with fully-validated and patentable cultivars which produce consistent plant products for the medicinal markets. The gene-based breeding program will improve cultivars and introduce integrity, stability, and quality to the market in the following ways:

●

~~accelerated and optimized growth rates; modern genomic resources will enhance traditional breeding methods~~

●

~~generate new cultivars, accelerating and perfecting the art of selective breeding~~

●

~~provide the ability to assay for specific genes within the crop, establish strain tracking, and promote market quality assurance~~

●

~~improved disease, pest, and drought resistance of the Cannabis plant~~

~~We believe the gene-based breeding program will facilitate and accelerate:~~

●

~~improved therapeutic properties, i.e., increased THC/CBD concentration and the production of specific classes of oils and terpenses~~

●

~~enhanced opportunities for new drug discovery~~

●

~~accelerated breeding of super-cultivars: drought, pest, and mold resistant, increased %THC~~

●

revenue generation through our unique ability to breed and genetically fingerprint new, super-cultivars: establish strong patent protection; and provide these cultivars to the market on a favorable cost and royalty basis.

Our goal with this program is to develop a translational breeding program to establish a new collection of Cannabis cultivars for the Colorado, national, and international markets. Through the use of genetic screening technology, cultivars can be up-selected for specific traits and grown to address the needs of consumers in the medicinal market.

Corporate Overview

We were originally incorporated under the name Plae, Inc., in the State of Arizona on August 20, 1999. At the time we operated under the name Plae, Inc., no business was conducted. No books or records were maintained and no meetings were held. In essence, nothing was done after incorporation until Glenn E. Martin took possession of Plae, Inc. in January 2005. On February 18, 2005, the corporate name was changed to King Mines, Inc. and then subsequently changed to its current name, United Mines, Inc., on March 30, 2005. No shares were issued until the Company became United Mines, Inc. From 2005 until 2015, we were an exploration stage mineral exploration company that owned a number of unpatented mining claims and Arizona State Land Department claims.

On November 26, 2014, our Board of Directors approved the redomestication of our company from Arizona to Nevada (the “Articles of Domestication”), and approved Articles of Incorporation in Nevada, which differed from then-Articles of Incorporation in Arizona, primarily by (a) changing our name from United Mines, Inc. to WEED, Inc., (b) authorizing Twenty Million (20,000,000) shares of preferred stock, with blank check rights granted to our Board of Directors, and (c) authorizing Two Hundred Million (200,000,000) shares of common stock (the “Nevada Articles of Incorporation”). On December 19, 2014, the holders of a majority of our outstanding common stock approved the Articles of Domestication and the Nevada Articles of Incorporation at a Special Meeting of Shareholders. On January 16, 2015, the Articles of Domestication and the Nevada Articles of Incorporation went effective with the Secretary of State of the State of Nevada. On February 2, 2015, our name change to WEED, Inc., and a corresponding ticker symbol change to “BUDZ” went effective with FINRA and was reflected on the quotation of our common stock on OTC Markets.

These changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus. Our current, short-term goals relate to the Cannabis Genomic Study and the resulting development of a variety of new cannabis strains, and, over the next 5 years, we plan to process those results in order to become an international cannabis research and product development company, with a globally-recognized brand focusing on building and purchasing labs, land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to universities, state governments, licensed dispensary owners and organic grow operators on a contract basis with a concentration on the legal and medical cannabis sector.

Our long-term plan is to become a true “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development, and real estate options in this new emerging market. Our long term growth may also come from the acquisition of synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, we have formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Israel Cannabis Ltd., an Israeli corporation, to address future global demand. We will look to conduct future research, marketing, import/exporting, and manufacturing of our proprietary products on an international level.

On April 20, 2017, we entered into a Share Exchange Agreement with Sangre AT, LLC, a Wyoming limited liability company, under which we acquired all of the issued and outstanding limited liability company membership units of Sangre in exchange for Five Hundred Thousand (500,000) shares of our common stock, restricted in accordance with Rule 144. As a result of this agreement, Sangre is a wholly-owned subsidiary of WEED, Inc.

This discussion and analysis should be read in conjunction with our financial statements included as part of this Quarterly Report.

2522

Three Months Ended ~~September 30, 2021~~March 31, 2022 Compared to Three Months Ended ~~September 30, 2020~~March 31, 2021

Results of Operations

	Three Months Ended September 30,						Three Months Ended March,
	2021			2020			2022			2021
Revenue	$	-		$	-		$	-		$	-

Operating expenses:

General and administrative		56,877			75,550			136,790			450,716
Professional fees		79,489			109,927			359,401			471,612
Depreciation and amortization		33,544			29,775			34,949			33,358
Total operating expenses		169,910			215,252			531,140			955,686

Net operating loss		(169,910	)		(215,252	)		(531,140	)		(955,686	)

Other income (expense)
Interest expense		(3,415	)		(8,329	)		(46,081	)		(9,567	)
Gain on sale of fixed asset		-			46,948
Other expense								(13,750	)		(6,491	)

Net loss	$	(173,325	)	$	(176,633	)	$	(590,971	)	$	(971,744	)

Other Comprehensive Loss		(912	)		(13	)		(756	)		(562	)

Comprehensive Loss	$	(174,237	)	$	(176,646	)	$	(591,727	)	$	(972,306	)

Operating Loss; Net Loss

Our comprehensive loss decreased by ~~$2,409,~~$380,579, from ($~~176,646)~~972,306) to ($~~174,237)~~591,727), from the three months ended ~~September 30, 2020~~March 31, 2021 compared to the three months ended ~~September 30, 2021.~~March 31, 2022. Our operating loss decreased by ~~$45,342,~~$424,546, from ($~~215,252)~~955,686) to ($~~169,910)~~531,140) for the same period. The decrease in net loss compared to the same period of the prior year is primarily a result of decreases in general and administrative expenses and professional fees, partially offset by ana slight increase in depreciation and amortization. These changes are detailed below.

Revenue

We have not had any revenues since our inception. ~~We are~~Prior to October 1, 2014, we were an exploration stage mineral exploration company that owned a ~~company focused on~~number of unpatented mining claims and Arizona State Land Department claims. In late 2014, we changed our short-term and long-term business focus to the medical cannabis sector. ~~In the short-term~~Once we have sufficient funding, we plan to research and possibly enter the hemp and infused beverage industry through our newly acquired property in New York, and conduct Sangre’s Cannabis Genomic Study ~~over the next 5 years~~ and process those ~~result, and in~~result. In the long-term iswe plan to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.

2623

General and Administrative Expenses

General and administrative expenses decreased by ~~$18,673,~~$313,926, from ~~$75,550~~$450,716 for the three months ended ~~September 30, 2020~~March 31, 2021 to ~~$56,877~~$136,790 for the three months ended ~~September 30, 2021,~~March 31, 2022, primarily due to a ~~decreases~~decrease in consulting services and fees.

Professional Fees

Our professional fees decreased by ~~$30,438~~$112,211 during the three months ended ~~September 30, 2021~~March 31, 2022 compared to the three months ended ~~September 30, 2020.~~March 31, 2021. Our professional fees were ~~$109,927~~$136,790 for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~$79,489~~$471,612 for the three months ended ~~September 30, 2020.~~March 31, 2021. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and decreased primarily as a result of decreases in the value of stock-based compensation awards due to issuing shares for services during the period. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Depreciation and Amortization

During the three months ended ~~September 30, 2021~~March 31, 2022 we had depreciation and amortization expense of ~~$33,544,~~$34,949, compared to ~~$29,775~~$33,358 in the three months ended ~~September 30, 2020. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.~~

~~Interest Expense~~

~~Interest expense decreased from ($8,329) to ($3,415) for the three months ended September 30, 2020 compared to the same period in~~March 31, 2021. ~~Our interest expense primarily relates to notes payable from attorney and related parties.~~

~~Gain on Sale of Fixed Asset~~

During the three months ended September 30, 2021, we did not have gain on sale of fixed asset compared to $46,948 for the three months ended September 30, 2020. The gain on sale of fixed asset during the three months ended September 30, 2020 related to the sale of a condominium we owned in La Veta, Colorado.

~~Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020~~

~~Results of Operations~~

Nine Months Ended
September 30,

2021 2020
Revenue $ - $ -

Operating expenses:

General and administrative 591,188 224,233
Professional fees 1,654,345 3,540,739
Depreciation and amortization 94,505 106,498
Total operating expenses 2,340,038 3,871,470

Net operating loss (2,340,038 ) (3,871,470 )

Other income (expense)
Interest expense (32,794 ) (30,959 )
Gain on sale of fixed asset - 46,948

Net loss $ (2,372,832 ) $ (3,855,481 )

Other Comprehensive Loss (1,399 ) (638 )

Comprehensive Loss $ (2,374,231 ) $ (3,856,119 )

~~Operating Loss; Net Loss~~

Our comprehensive loss decreased by $1,481,888, from ($3,856,119) to ($2,374,231), from the nine months ended September 30, 2020 compared to the nine months ended September 30, 2021. Our operating loss decreased by $1,531,432, from ($3,871,470) to ($2,340,038) for the same period. The decrease in net loss compared to the same period of the prior year is primarily a result of a significant decrease in professional fees, partially offset by an increase in general and administrative expenses. These changes are detailed below.

~~Revenue~~

We have not had any revenues since our inception. We are a company focused on the medical cannabis sector. In the short-term we plan to conduct Sangre’s Cannabis Genomic Study over the next 5 years and process those result, and in the long-term is to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.

~~General and Administrative Expenses~~

General and administrative expenses increased by $366,955, from $224,233 for the nine months ended September 30, 2020 to $591,188 for the nine months ended September 30, 2021, primarily due to a increases in consulting services and fees.

~~Professional Fees~~

Our professional fees decreased by $1,886,394 during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Our professional fees were $1,654,345 for the nine months ended September 30, 2021 and $3,540,739 for the nine months ended September 30, 2020. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and decreased significantly primarily as a result of a decrease in the value of stock-based compensation awards due to our declining stock price. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

~~Depreciation and Amortization~~

~~During the nine months ended September 30, 2021 we had depreciation and amortization expense of $94,505, compared to $106,498 in the nine months ended September 30, 2020.~~ Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.

Interest Expense

Interest expense increased from ~~$30,959~~($9,567) to ~~$32,794~~($46,081) for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in 2021. Our interest expense primarily relates to notes payable from ~~attorney~~attorneys and related parties.

~~Gain on Sale of Fixed Asset~~Other Expense

During the ~~nine~~three months ended ~~September 30, 2021, we did not have gain on sale of fixed asset~~March 31, 2022, our other expense was ($13,750) compared to ~~$46,948~~($6,491) for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The ~~gain on sale of fixed asset~~other expense during the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2022 primarily related to broker commissions related to a loan, the ~~sale of a condominium we owned in La Veta, Colorado.~~other expense for the three months ended March 31, 2021 primarily related to finance charges.

Liquidity and Capital Resources

Introduction

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of ~~September 30, 2021~~March 31, 2022 was ~~$1,739~~$33,888 and our monthly cash flow burn rate was approximately $45,000. Our cash on hand was primarily proceeds from the sales of our securities. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Our cash, current assets, total assets, current liabilities, and total liabilities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, are as follows:

	September 30, 2021		December 31, 2020		Change			March 31, 2022		December 31, 2021		Change

Cash	$	1,739	$	12,629	$	(10,890	)	$	33,888	$	19,654	$	14,234
Total Current Assets		338,090		255,134		82,956			52,650		41,918		10,732
Total Assets		1,811,182		1,818,997		(7,815	)		1,935,008		1,959,225		(24,217	)
Total Current Liabilities		1,010,618		937,278		73,340			1,555,908		1,341,725		214,183
Total Liabilities		1,010,618		937,278		73,340			1,555,908		1,341,725		214,183

Our total assets decreased by ~~$7,815~~$24,217 as of ~~September 30, 2021~~March 31, 2022 as compared to December 31, ~~2020.~~2021. The decrease in our total assets between the two periods was attributed to decreases in our ~~cash and deposits~~prepaid expenses and property and equipment, net, partially offset by ~~increases~~an increase in our ~~deposits and prepaid expenses~~cash at ~~September 30, 2021~~March 31, 2022 compared to December 31, ~~2020.~~2021.

Our current liabilities and total liabilities increased by ~~$73,340,~~$214,183, as of ~~September 30, 2021~~March 31, 2022 as compared to December 31, ~~2020.~~2021. This increase was primarily due to increases in accrued officer compensation, ~~accounts payable,~~ accrued interest, and notes payable, related party, partially offset by decreases in ~~accrued expenses~~accounts payable, and in notes payable – in default.

In order to pay our obligations in full or in part when due, we will be required to raise capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

We had cash available of ~~$1,739~~$33,888 and ~~$12,629~~$19,654 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Based on our lack of revenues, our cash on hand and current monthly burn rate of approximately $45,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of ~~$494,558~~$181,826 for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to ~~$279,631~~$290,599 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. For the period in 2022, the net cash used in operating activities consisted primarily of our net loss of ($590,971), adjusted by depreciation and amortization of $34,949, debt amortization of $25,018, estimated fair value of shares issued for services of $314,200, and imputed interest on RP loans of $9,127, and adjusted by decreases in prepaid expenses and deposits of $3,502 and accounts payable of $13,001, and increases in accrued expenses of $35,350. For the period in 2021, the net cash used in operating activities consisted primarily of our net loss of ($~~2,372,832)~~971,744), adjusted by estimated value of stock-based compensation of $1,786,850, depreciation and amortization of $94,505, and imputed interest on RP loans of $16,226, and adjusted by increases in assets of deposits – related party of $90,000 and prepaid expenses and deposits of $3,846, and increases in liabilities of accounts payable of $8,884 and accrued expenses of $65,655. For the period in 2020, the net cash used in operating activities consisted primarily of our net loss of ($3,855,481), adjusted by estimated fair value of stock-based compensation of $2,044,911, estimated value of shares issued for services of ~~$1,365,200,~~$696,200, depreciation and amortization of ~~$106,498,~~$33,358, and imputed interest on RP loans of ~~$13,945, and gain on sale of fixed asset of ($46,948)~~$9,567, and adjusted by an ~~increase in~~increases assets of prepaid expenses and ~~other assets~~deposits of ~~$92,361,~~$36,506 and ~~increases~~deposits – related party of $50,000, and decreases in liabilities of accounts payable of ~~$52,174~~$4,474 and increases of liabilities of accrued expenses of ~~$132,431.~~$33,000.

Investments

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022, we did not have cash flows from investing activities. For the three months ended March 31, 2021, we had cash flows from investing activities of ($3,734) ~~compared to $163,590 for the nine months ended September 30, 2020. For both periods the cash flows used in or from investing activities~~ related to purchases of property and equipment.

Financing

Our net cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$488,801,~~$196,816, compared to ~~$280,024~~$326,000 for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. For the period in 2022, our financing activities related to proceeds from the sale of common stock of $30,000, proceeds from notes payable-related party of $480,857, partially offset by repayments on notes payable of $14,041 and repayments of notes payable-related party of $300,000. For the period in 2021, our financing activities related to proceeds from the sale of common stock of ~~$480,000,~~$210,000, proceeds from notes ~~payable~~payable-related party of ~~$45,500,~~$30,500, and stock payable of ~~$10,000,~~$110,000, partially offset by repayments on notes payable of $46,699. For the period in 2020, our financing activities related to proceeds from the sale of common stock of $195,000, proceeds from notes payable of $10,200, proceeds from notes payable-related party of $63,100,$23,000, and ~~stock payable of $40,000, partially offset by~~ repayments on notes payable – related party of ~~$28,276.~~$1,500.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4

Controls and Procedures

(a) Evaluation of Disclosure Controls Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

As of ~~September 30, 2021,~~March 31, 2022, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer (our Principal Executive Officer) and chief financial officer (our Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the evaluation described above, and as a result, in part, of not having an audit committee and having one individual serve as our chief executive officer and chief financial officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of ~~September 30, 2021~~March 31, 2022 to the same extent they were not effective as of December 31, ~~2020.~~2021.

In addition to the deficiencies previously reported, we do not have formal processes related to the identification and approval of related party transactions.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures.

(b) Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

(c) Officer’s Certifications

Appearing as an exhibit to this quarterly report on Form 10-Q are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the quarterly report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II – OTHER INFORMATION

ITEM 1

Legal Proceedings

~~William Martin v. WEED, Inc. et al~~

~~On January 19, 2018, we were sued in the United States District Court for the District of Arizona (William Martin v. WEED, Inc.~~, Case No. 4:18-cv-00027-RM) by the listed Plaintiff. We were served with the Verified Complaint on January 26, 2018. The Complaint alleges claims for breach of contract-specific performance, breach of contract-damages, breach of the covenant of good faith and fair dealing, conversion, and injunctive relief. In addition to the Verified Complaint, we were served with an application to show cause for a temporary restraining order. The Verified Complaint alleges we entered into a contract with the Plaintiff on October 1, 2014 for the Plaintiff to perform certain consulting services for the company in exchange for 500,000 shares of our common stock up front and an additional 700,000 shares of common stock to be issued on May 31, 2015. The Plaintiff alleges he completed the requested services under the agreement and received the initial 500,000 shares of common stock, but not the additional 700,000 shares. The request for injunctive relief asks the Court to Order us to issue the Plaintiff 700,000 shares of our common stock, and possibly include them in our previously-filed Registration Statement on Form S-1, or, in the alternative, issue the shares and have them held by the Court pending resolution of the litigation, or, alternatively, sell the shares and deposit the sale proceeds in an account that the Court will control. The hearing on the Temporary Restraining Order occurred on January 29, 2018. On January 30, 2018, the Court issued its ruling denying the application for a Temporary Restraining Order.

On February 13, 2018, we filed an Answer to the Verified Complaint and a Counterclaim. In the original Counterclaim we named William Martin as the sole counter-defendant, and alleged, that based upon William Martin’s representations and recommendation, WEED, Inc. hired Michael Ryan as a consultant. We allege that William Martin misrepresented, failed to disclose, and concealed facts from us concerning the relationship between him and Michael Ryan. We were seeking compensatory damages caused by William Martin’s misrepresentation, failure to disclose, and concealment.

On February 15, 2018, we filed a Motion to Dismiss the Verified Complaint. On February 23, 2018, we filed a Motion to Amend Counterclaim to add W. Martin’s wife, Joanna Martin as a counterdefendant. On March 9, 2018, William Martin filed a Motion to Dismiss the Counterclaim. On March 12, 2018, William Martin filed a Motion to Amend the Verified Complaint to, among other things, add claims against Glenn Martin and Nicole and Ryan Breen. On March 27, 2018, the Court granted both William Martin and WEED, Inc.’s Motions to Amend. On March 27, 2018, we filed an Amended Counterclaim adding Joanna Martin. On April 2, 2018, we filed a Motion to Amend our Counterclaim to add a breach of contract claim. On April 10, 2018, we filed an Answer to First Amended Verified Complaint. On April 23, 2018, Glenn Martin and Nicole and Ryan Breen filed their Answer to the First Amended Complaint. On May 31, 2018, the Court issued an Order: (a) granting our Motion to Dismiss thereby dismissing the claims for breach of the covenant of good faith and fair dealing and the claim for conversion, (b) denying William Martin’s Motion to Dismiss the counterclaim as to the claims for fraudulent concealment and fraudulent misrepresentation, but granting the Motion to Dismiss only as to the claim for fraudulent nondisclosure, and (c) granting our Motion to Amend our Counterclaim to add a breach of contract claim. In our breach of contract claim, we allege William Martin breached his Consulting Agreement with us by failing to perform consulting services to us in a professional and timely manner using the highest degree of skill, diligence, and expertise pursuant to the Consulting Agreement. We are seeking an award of compensatory damages caused by the breach of the Consulting Agreement, together with attorney’s fees and costs. On June 1, 2018, William Martin and his wife filed their Answer to the First Amended Counterclaim. On June 1, 2018, William Martin and his wife filed their Answer to the Second Amended Counterclaim.

The parties have conducted discovery and disclosure, including the production by WEED, Inc. of voluminous electronically stored information and the depositions of William, Martin, Glenn E. Martin, Michael Ryan, and Chris Richardson. No other depositions are presently anticipated.

On September 14, 2018, WEED, Inc. filed a Motion for Partial Summary Judgment (MPSJ) seeking the dismissal of all remaining claims in the First Amended Complaint. On November 26, 2018, plaintiff filed an opposition to the motion for partial summary judgment, together with a cross-motion for summary judgment on both plaintiff’s claims and the Corporation’s counterclaims. Those motions have been fully briefed. Originally, the Court set oral argument on the motions for May 16, 2019, but that hearing has been postponed by the Court due to health issues with Plaintiff’s counsel. Subsequently, Plaintiff’s counsel withdrew and consequently, William Martin and his wife are unrepresented. By order of the Court, the Parties participated in a judicial settlement conference August 21, 2019 with Magistrate Judge Thomas Ferraro, but the case did not settle. On October 15, 2019, Judge Marquez heard oral argument on the cross-motions for partial summary judgment. The judge took the motions under considerations. On November 21, 2019, the Judge issued a ruling, which (i) granted our motion for summary judgment as to the Plaintiff’s claim for fraudulent transfer, and as a result Glenn Martin, Nicole Breen, Ryan Breen and GEM Management Group, LLC were dismissed from the lawsuit, (ii) denied our motion to dismiss Plaintiff’s claims for breach of contract, and (iii) granted Plaintiff’s motion to dismiss our claims for fraudulent misrepresentation/concealment, which acted to dismiss our claims against the Plaintiffs. As a result of this ruling, the remaining claim in the lawsuit was one for breach of contract against WEED, Inc.

On March 5, 2020, the Plaintiffs filed a Motion to Dismiss the remaining counts in the lawsuit, without prejudice. On March 5, 2020, we filed a Response to the Motion to Dismiss stating that we did not object to the Plaintiff’s motion. As a result, on March 10, 2020, the Court entered an Order dismissing Plaintiff’s remaining counts in the Complaint without prejudice. The only remaining claims related to awards for attorneys’ fees. The Court denied both parties’ motions for attorney’s fees and the litigation terminated and all claims against us have been dismissed..

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A

Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we issued the following unregistered securities:

Common Stock Sales

During the three months ended ~~September 30, 2021,~~March 31, 2022, we issued ~~300,000~~200,000 shares of common stock for proceeds of ~~$70,000.~~$30,000 to non-affiliates. 50,000 shares valued at ~~$10,000~~$356,250 were not issued at ~~September 30, 2021,~~March 31, 2022, and such amount has been included in subscriptions payable. The offering and sales were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreements signed by the purchaser, which indicated the purchaser were knowledgeable about our management and our operations, were sophisticated investors, and understood the purchase was part of a private placement.

Common Stock Issued to Consultants

During the three months ended ~~September 30, 2021,~~March 31, 2022, we agreed to issued an aggregate of ~~145,000~~1,410,000 shares of common stock to consultants for services performed. The total fair value of common stock was ~~$43,500~~$314,200 based on the closing price of our common stock earned on the measurement date. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the agreements signed by the purchasers and the fact the consultants did work for the company and was familiar with the company, its operations and its management.

ITEM 3

Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4

Mine Safety Disclosures

There have been no events which are required to be reported under this Item.

ITEM 5

Other Information

~~Status of New York Property~~

~~On October 24, 2017, we entered into an amended Purchase and Sale Agreement with Greg DiPaolo’s Pro Am Golf, LLC (“DiPaolo”), under~~There have been no events which we agreed to purchase certain improved property located in Westfield, New York from DiPaolo for a total purchase price of Eight Hundred Thousand Dollars ($800,000). Under the terms of the agreement, we paid a Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase priceare required to be paid on or before the date closing date, which was originally scheduled for February 1, 2018. On February 19, 2018, we entered into a Second Addendum to the Purchase and Sale Agreement extending the closing date to May 1, 2018 in exchange for payment of $8,750. On May 1, 2018, we entered into a Fourth Addendum and a Fifth Addendum to agreement amending the “Closing Date”reported under the Agreement to August 1, 2018, in exchange for our payment of $50,000 as a non-refundable deposit to be applied against the purchase price when the property sale is completed and $10,000 for maintenance, tree removal and other grounds keeping in order to prepare the golf course for the 2018 season. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We had planned to use this property as our inroads to the New York hemp and infused beverage markets in the future. Since the property was in foreclosure it was put up for auction, which occurred on July 1, 2019. At the auction, we were the winning bidder with a bid of $597,000. Our prior deposit payment of $120,000 was credited towards the purchase price, and the remaining $477,000, was finally due on November 30, 2019, after several extensions (which cost us total of $40,000 to obtain). We were not able to meet that deadline, but in January 2020 we worked out an additional extension with the bank. Under the terms of the new agreement, we still owe approximately $392,000 to acquire the property. We have agreed to pay that amount in installment payments of $10,000 per month for nine months beginning February 2020, with a balloon payment of approximately $332,000 due on or before August 3, 2020. These payments are in addition to the approximately $420,000 in payments we had already made. We made the six $10,000 monthly payments but were not able to pay the balloon payment by the August 3, 2020 deadline, but on July 31, 2020 we worked out an additional extension with the bank. Under the terms of that agreement, we paid $10,000 in exchange for an additional extension and we owed approximately $332,000 to acquire the property. We agreed to pay that amount in installment payments of $10,000 per month for nine months beginning September 2020, with a balloon payment of approximately $272,000 due on or before February 1, 2021. We made the six $10,000 monthly payments but were not able to pay the balloon payment by the February 1, 2021 deadline, but on January 18, 2021 we worked out an additional extension with the bank. Under the terms of that agreement, we agreed to pay $10,000 per month beginning February 1, 2021 until November 1, 2021, and then pay a balloon payment of approximately $172,000 due on or before December 1, 2021. These payments are in addition to the approximately $540,000 in payments we have already made. We made the $10,000 payments due on February 1, 2021 – November 1, 2021. We need to borrow or raise investor funds in order to make the remaining scheduled balloon payment.Item.

3428

ITEM 6

Exhibits

Item No.		Description

3.1 (1)		Articles of Incorporation of WEED, Inc.

3.2 (1)		Bylaws of WEED, Inc.

10.1 (1)		Share Exchange Agreement by and between WEED, Inc. and Sangre AT, LLC dated April 20, 2017

10.2 (1)		Promissory Note dated July 26, 2017 issued to A.R. Miller for acquisition of La Veta, CO Property

10.3 (1)		Deed of Trust dated July 26, 2017 related to acquisition of La Veta, CO Property

10.4 (2)		Form of Securities Purchase Agreement

10.5 (2)		Form of Warrant Agreement

10.6 (2)		Purchase and Sale Agreement by and between WEED, Inc. and Greg DiPaolo’s Pro Am Golf, LLC dated October 24, 2017

10.7 (3)		Amendment No. 1 to Promissory Note by and between WEED, Inc. and A.R. Miller dated January 12, 2018

10.8 (3)		Amended & Restated Employment Agreement with Glenn E. Martin dated February 1, 2018

10.9 (3)		Amended & Restated Employment Agreement with Nicole M. Breen dated February 1, 2018

10.10 (3)		Form of WEED, Inc. Restricted Stock Agreement

10.11 (3)		Form of WEED, Inc. Notice of Grant of Non-Qualified Stock Options

10.12 (3)		Wage Settlement and Release Agreement with Ryan Breen dated February 1, 2018

10.13 (4)		Second Addendum to Purchase and Sale Agreement Greg DiPaolo’s Pro Am Gold, LLC dated February 19, 2018

10.14 (5)		Exclusive License and Assignment Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. dated March 1, 2019

10.15 (5)		Consulting Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. and Prof. Elka Touitou dated March 1, 2019

10.16 (7)		Promissory Note issued by WEED, Inc. to Glenn E. Martin dated November 2, 2021

21.1 (6)

Subsidiaries of WEED, Inc.


31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).

32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).

32.2		Section 1350 Certification of Chief Accounting Officer (filed herewith).

101.INS **		Inline XBRL Instance Document

101.SCH **		Inline XBRL Taxonomy Extension Schema Document

101.CAL **		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104**		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

~~(1) Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on August 11, 2017.~~

(1)

Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on August 11, 2017.

~~(2) Incorporated by reference from the Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on November 16, 2017.~~

(2)

Incorporated by reference from the Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on November 16, 2017.

~~(3) Incorporated by reference from the Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on February 1, 2018.~~

(3)

Incorporated by reference from the Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on February 1, 2018.

~~(4) Incorporated by reference from the Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on April 30, 2018.~~

(4)

Incorporated by reference from the Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on April 30, 2018.

~~(5) Incorporated by reference from the Current Report on Form 8-K filed with the Commission on March 7, 2019.~~

(5)

Incorporated by reference from the Current Report on Form 8-K filed with the Commission on March 7, 2019.

(6)

Incorporated by reference from the Annual Report on Form 10-K filed with the Commission on April 16, 2019.

~~(6) Incorporated by reference from the Annual Report on Form 10-K filed with the Commission on April 16, 2019.~~

(7)

Incorporated by reference from the Current Report on Form 8-K filed with the Commission on December 10, 2021.

3630

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.

	WEED, Inc.

Dated: ~~November 12, 2021~~May 16, 2022		/s/ Glenn E. Martin
	By:	Glenn E. Martin
	Its:	President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer) (Principal Financial Officer)

3731

PART I – FINANCIAL INFORMATION		3

ITEM 1	~~Condensed~~ Consolidated Financial Statements	4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
		20
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	31
		26
ITEM 4	Controls and Procedures	31
		26
PART II – OTHER INFORMATION		32
		27
ITEM 1	Legal Proceedings	32
		27
ITEM 1A	Risk Factors	33
		27
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
		27
ITEM 3	Defaults Upon Senior Securities	34
		28
ITEM 4	Mine Safety Disclosures	34
		28
ITEM 5	Other Information	34
		28
ITEM 6	Exhibits	3529


	For the Nine Months Ended September 30, 2021
	Number of		Average
	Shares		Price
Outstanding at the beginning of period	$	-	$	-
Granted		6,000,000		10.55
Exercised/Expired/Cancelled		-		-
Outstanding at the end of period		6,000,000	$	10.55
Exercisable at the end of period		6,600,000	$	10.55

	Nine Months Ended September 30,
	2021			2020
Revenue	$	-		$	-

Operating expenses:

General and administrative		591,188			224,233
Professional fees		1,654,345			3,540,739
Depreciation and amortization		94,505			106,498
Total operating expenses		2,340,038			3,871,470

Net operating loss		(2,340,038	)		(3,871,470	)

Other income (expense)
Interest expense		(32,794	)		(30,959	)
Gain on sale of fixed asset		-			46,948

Net loss	$	(2,372,832	)	$	(3,855,481	)

Other Comprehensive Loss		(1,399	)		(638	)

Comprehensive Loss	$	(2,374,231	)	$	(3,856,119	)