Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-219922 | |
Entity Registrant Name | WEED, Inc. | |
Entity Central Index Key | 0001393772 | |
Entity Tax Identification Number | 83-0452269 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4920 N. Post Trail | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85750 | |
City Area Code | 520 | |
Local Phone Number | 818-8582 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 122,602,685 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 821,094 | $ 19,654 |
Accounts Receivable | 822 | 822 |
Inventory | 82,000 | |
Prepaid expenses | 18,268 | 21,442 |
TOTAL CURRENT ASSETS | 922,184 | 41,918 |
Land | 372,069 | 383,027 |
Building | 1,109,931 | 1,977,973 |
Computers & Equipment | 167,715 | 79,915 |
Leasehold improvements | 5,000 | |
Property and equipment, gross | 1,649,715 | 2,445,915 |
Less: Accumulated depreciation | (367,175) | (569,184) |
Property and equipment, net | 1,282,540 | 1,876,731 |
Goodwill | 480,200 | 0 |
Trademark | 50,000 | 50,000 |
Intangible assets, gross | 530,200 | 50,000 |
Less: Accumulated amortization | (10,584) | (9,424) |
Intangible assets, net | 519,616 | 40,576 |
ROU asset | 50,139 | |
TOTAL ASSETS | 2,774,479 | 1,959,225 |
CURRENT LIABILITIES | ||
Accounts payable | 117,944 | 245,857 |
Accrued expense | 24,900 | 16,500 |
Accrued officer compensation | 423,250 | 365,750 |
Accrued interest | 39,448 | 50,887 |
Notes payable, related parties | 897,661 | 596,401 |
Notes payable - in default | 0 | 65,607 |
Lease Liability | 50,139 | |
Due to officer | 723 | 723 |
TOTAL CURRENT LIABILITIES | 1,554,065 | 1,341,725 |
TOTAL LIABILITIES | 1,554,065 | 1,341,725 |
STOCKHOLDERS EQUITY (DEFICIT) | ||
Common stock, $0.001 par value, 200,000,000 authorized, 122,602,685 and 119,222,685 issued and outstanding, respectively | 122,603 | 119,223 |
Additional paid-in capital | 83,689,148 | 82,976,493 |
Subscription payable | 606,250 | 356,250 |
Accumulated deficit | (83,197,575) | (82,832,901) |
Accumulated other comprehensive loss: | ||
Foreign currency translation | (12) | (1,565) |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | 1,220,414 | 617,500 |
TOTAL LIABILITIES & STOCKERHOLDERS EQUITY (DEFICIT) | $ 2,774,479 | $ 1,959,225 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 122,602,685 | 119,222,685 |
Common Stock, Shares, Outstanding | 122,602,685 | 119,222,685 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | 175,818 | 76,765 | 312,608 | 527,481 |
Professional fees | 202,649 | 1,103,244 | 562,050 | 1,574,856 |
Depreciation & amortization | 28,846 | 27,603 | 63,795 | 60,961 |
Total operating expenses | 407,313 | 1,207,612 | 938,453 | 2,163,298 |
NET OPERATING LOSS | (407,313) | (1,207,612) | (938,453) | (2,163,298) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (19,438) | (17,233) | (65,519) | (26,800) |
Other income (expense) | 13,275 | (2,918) | (475) | (9,409) |
Gain on disposal of fixed assets | 639,773 | 639,773 | ||
TOTAL OTHER INCOME (EXPENSE) | 633,610 | (20,151) | 573,779 | (36,209) |
NET (LOSS) INCOME | 226,297 | (1,227,763) | (364,674) | (2,199,507) |
OTHER COMPREHENSIVE INCOME (LOSS) | 2,309 | 75 | 1,553 | (487) |
COMPREHENSIVE LOSS | $ 228,606 | $ (1,227,688) | $ (363,121) | $ (2,199,994) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||||
Outstanding - basic and fully diluted | 121,911,366 | 116,077,630 | 120,924,895 | 115,152,022 |
Net loss per share - basic and fully diluted | $ 0.002 | $ (0.01) | $ (0.003) | $ (0.02) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Payable [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 113,373 | $ 80,403,267 | $ 356,250 | $ (79,991,051) | $ (120) | $ 881,719 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 113,372,685 | |||||
Common stock sold for cash | $ 2,200 | 557,800 | 560,000 | |||
Stock Issued During Period, Shares, New Issues | 2,200,000 | |||||
Common stock issued for services | $ 3,650 | 1,999,200 | 2,002,850 | |||
Stock Issued During Period, Shares, Issued for Services | 3,650,000 | |||||
Imputed Interest on RP Loans | 16,226 | 16,226 | ||||
Net income | (2,841,850) | (2,841,850) | ||||
Other comprehensive income, net | (1,445) | (1,445) | ||||
Ending balance, value at Dec. 31, 2021 | $ 119,223 | 82,976,493 | 356,250 | (82,832,901) | (1,565) | 617,500 |
Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 119,222,685 | |||||
Common stock sold for cash | $ 200 | 29,800 | 30,000 | |||
Stock Issued During Period, Shares, New Issues | 200,000 | |||||
Common stock issued for services | $ 1,410 | 312,790 | 314,200 | |||
Stock Issued During Period, Shares, Issued for Services | 1,410,000 | |||||
Imputed Interest on RP Loans | 9,127 | 9,127 | ||||
Net income | (590,971) | (590,971) | ||||
Other comprehensive income, net | (756) | (756) | ||||
Ending balance, value at Mar. 31, 2022 | $ 120,833 | 83,328,210 | 356,250 | (83,423,872) | (2,321) | 379,100 |
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 120,832,685 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 119,223 | 82,976,493 | 356,250 | (82,832,901) | (1,565) | 617,500 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 119,222,685 | |||||
Common stock sold for cash | 40,000 | |||||
Stock Issued During Period, Shares, New Issues | 300,000 | |||||
Common stock issued for services | 457,800 | |||||
Stock Issued During Period, Shares, Issued for Services | 2,080,000 | |||||
Imputed Interest on RP Loans | 18,235 | |||||
Net income | (364,674) | |||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 122,603 | 83,689,148 | 606,250 | (83,197,575) | (12) | 1,220,414 |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 122,602,685 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 120,833 | 83,328,210 | 356,250 | (83,423,872) | (2,321) | 379,100 |
Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 120,832,685 | |||||
Common stock sold for cash | $ 100 | 9,900 | 10,000 | |||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||
Common stock issued for services | $ 670 | 142,930 | 50,000 | 193,600 | ||
Stock Issued During Period, Shares, Issued for Services | 670,000 | |||||
Imputed Interest on RP Loans | 9,108 | 9,108 | ||||
Net income | 226,297 | 226,297 | ||||
Other comprehensive income, net | 2,309 | 2,309 | ||||
Stock issuance for acquistion of Hempriical Genetics | $ 1,000 | 199,000 | 200,000 | 400,000 | ||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | |||||
Ending balance, value at Jun. 30, 2022 | $ 122,603 | $ 83,689,148 | $ 606,250 | $ (83,197,575) | $ (12) | $ 1,220,414 |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 122,602,685 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (364,674) | $ (2,199,507) |
Adjustments to reconcile to net loss to net cash used in operating activities: | ||
Depreciation and amortization | 63,795 | 60,961 |
Debt discount amortization | 43,241 | |
Gain on disposal of fixed asset | (639,773) | |
Imputed Interet on RP Loans | 18,235 | 16,226 |
Estimated fair value of stock based compensation | ||
Estimated fair value of shares issued for services | 507,800 | 1,743,350 |
Decrease (increase) in assets | ||
Inventory | ||
Prepaid expenses and deposits | 3,174 | 6,989 |
Deposits - related party | (60,000) | |
Increase (decrease) in liabilities | ||
Accounts Payable | (127,912) | 12,433 |
Accrued expenses | 54,461 | 40,611 |
NET CASH USED IN OPERATING ACTIVITIES | (441,653) | (378,937) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (3,734) | |
Proceeds from disposal of fixed asset | 1,257,037 | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,257,037 | (3,734) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock payable | 30,000 | |
Proceeds from notes payable - related party | ||
Proceeds from the sale of common stock | 40,000 | 380,000 |
Proceeds from notes payable | 464,978 | 38,500 |
Repayments on notes payable - related party | (445,591) | |
Repayments on notes payable | (74,884) | (39,369) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | (15,497) | 409,131 |
NET CHANGE IN CASH | 799,887 | 26,460 |
EFFECT OF EXCHANGE RATE ON CASH | 1,553 | (487) |
CASH, BEGINNING OF PERIOD | 19,654 | 12,629 |
CASH, END OF PERIOD | 821,094 | 38,602 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes | ||
Interest paid | ||
Acquistion of Hemprical Genetics with common stock and note payable | $ 650,000 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | 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 Companys 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. On May 2, 2022, the Company acquired Hempirical Genetics, LLC, a Arizona company. 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, 2021, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of June 30, 2022 and 2021 ( 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, 2021 (the 2021 Annual Report), filed with the Securities and Exchange Commission (the SEC). It is managements 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&3) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre Hempirical Genetics, LLC Arizona Subsidiary Hempirical Generics (1) Sangre is a wholly-owned subsidiary of WEED, Inc. (2) Sangre AT, LLC is doing business as Sangre AgroTech. (3) Hempirical Genetics, LLC is a wholly-owned subsidiary of WEED, Inc. 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 Companys 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. 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 Companys 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 Companys has no historical revenue. The impact of the adoption of the new standard was not material to the Companys consolidated financial statements. The Company did not earn revenue during the periods ended June 30, 2022 and 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 $ 9,751 500 Foreign Currency Transactions Expenses are translated at the exchange rates in effect at the date of the 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 income in the 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 $ 1,553 ($487) |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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 $ 83,197,575 631,881 The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Companys 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. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party | 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 $ 897,661 596,401 30,500 8,000 7,000 18,000 300,000 4,000 500,000 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. Accrued Compensation A total of $ 423,250 312,250 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Companys 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 June 30, 2022 and December 31, 2021, respectively: Schedule of Assets and Liabilities measured at Fair value, Recurring Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 19,654 $ - $ - Intangible assets, net $ - $ 40,576 $ - Total assets $ 19,654 $ 40,576 $ - Liabilities Notes payable, related parties $ 596,401 Notes payable $ - $ 65,607 $ - Total liabilities $ - $ 662,008 $ - Total $ 19,654 $ 621,432 $ - Fair Value Measurements at June 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 821,094 $ - $ - Intangible assets, net $ - $ 519,616 $ - Total assets $ 821,094 $ 519,616 $ - Liabilities Notes payable, related parties $ 897,661 Notes payable $ - $ - $ - Total liabilities $ - $ 897,661 $ - Total $ 821,094 $ 378,045 $ - 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 six months ended June 30, 2022 and the year ended December 31, 2021. |
Investment in Land and Property
Investment in Land and Property | 6 Months Ended |
Jun. 30, 2022 | |
Real Estate [Abstract] | |
Investment in Land and Property | 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 On November 11, 2021, the Company paid $245,000 to purchase the Sugar Hill golf course property. The total purchase price was $477,000. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment Property and equipment consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Property and Equipment June 30, December 31, 2022 2021 Property improvements $ 0 $ 5,000 Automobiles 0 0 Office equipment 8,667 8,667 Furniture & Fixtures 5,479 5,479 Lab equipment 153,569 65,769 Construction in progress 0 0 Land 372,069 383,027 Property 1,109,931 1,977,973 Property and equipment, gross 1,649,715 2,445,915 Less accumulated depreciation (367,175 ) (569,184 ) Property and equipment, net $ 1,282,540 $ 1,876,731 On May 12, 2022, the Company sold the La Veta property for $1,333,300 and $ 639,773 Depreciation expense totaled $ 62,354 59,877 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7 – Intangible Assets Goodwill Goodwill represents the excess of the cost of a company acquired over the fair value of its net assets at the date of acquisition. Goodwill is assigned to specific reporting units and is reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting units carrying amount is greater than its fair value. On May 02, 2022, WEED acquired the entire interests in Hempirical Genetics, LLC. which resulted in $ 480,200 Intangibles 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 assets 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. Acquisition intangible assets arising out of the acquisition of Hempirical Genetics, LLC. that should, in accordance with GAAP, be classified as intangibles, include goodwill. On June 30, 2022, Intangibles consists of the following: Schedule of Intangible Assets June 30, 2022 December 31, 2021 Trademark 50,000 50,000 Less: Accumulated amortization (10,584) (9,424) Total other intangibles, Net 39,416 40,576 Goodwill, Net 480,200 0 Total Intangibles, Net 519,616 40,576 Amortization expense totaled $ 1,441 1,083 |
Note 8 _ Notes Payable, Related
Note 8 – Notes Payable, Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Note 8 Notes Payable Related Parties | |
Note 8 – Notes Payable, Related Parties | Note 8 – Notes Payable, Related Parties Notes payable, related parties consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Notes Payable, Related Party June 30, 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. $ 168,109 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 On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller $ 240,000 300,000 Notes payable, related parties $ 920,109 $ 621,700 Less: Loan fee, net of amortization 22,448 25,299 Notes payable, related parties $ 897,661 596,401 The Company recorded interest expense in the amount of $48,821 and $26,800 for the six months ended June 30, 2022 and 2021, respectively, including imputed interest expense in the amount of $18,235 and $8,017 during such periods related to notes payable, related parties. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Note payable consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Notes Payable June 30, 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 March 2022, $337,664 has been paid to Snell & Wilmer. $ 0 54,169 On various dates, the Company received advances from consultant, Patrick Brodnik, bearing 5% interest. $ 0 11,438 $ 0 $ 65,607 The Company recognized interest expense of $ 697 1,338 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies On January 19, 2018, the Company was sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc.) 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. Inasmuch as an unfavorable outcome is neither probable nor remote within the meaning of the ABA Statement of Policy referred to in the last paragraph of this letter, we decline to express an opinion concerning the likely outcome of this matter or the liability of the Corporation, if any, associated therewith. Operating Leases We account for our lease under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. The rate implicit in lease is not readily determinable, and we therefore use incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate used to determine the initial value of right-of-use (ROU) assets and lease liabilities during the period ended June 30, 2022, was 5.0%. In May, 2022, we entered into a lease agreement of a hemp drying facility in Huachuca City, Arizona for $1,200 per month. The lease term began May 2, 2022 and ends May 2, 2026. As of June 30, 2022, we had lease liability of $ 50,139 50,139 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. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 11 – Business Combination On May 02, 2022, Weed acquired 100% of the interest in Hempirical Genetics LLC. The consideration was paid in a total of 2,000,000 650,000 Pro forma information related to the operations of Hempirical are not disclosed as such operations were insignificant for the historical periods. The following summarized the estimate fair value of the acquired assets as of the date of the transaction: Schedule of Proforma Estimate Fair Value of Assets Inventory $ 82,000 Equipment 87,800 Total assets acquired 169,800 Goodwill 480,200 Total Consideration $ 650,000 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 12 – Stockholders Equity Preferred Stock On December 5, 2014, the Company amended the Articles of Incorporation, pursuant to which 20,000,000 0.001 Common Stock On December 5, 2014, the Company amended the Articles of Incorporation, and increased the authorized shares to 200,000,000 0.001 2022 Common Stock Activity Common Stock Sales (2022) During the period ended June 30, 2022, the Company issued 300,000 40,000 Common Stock Issued for Services (2022) During the six months ended June 30, 2022, the Company agreed to issue an aggregate of 2,080,000 457,800 Common Stock Issued for Acquisition (2022) During the period ended June 30, 2022, the Company issued 1,000,000 Common Stock Cancellations No common stocks were cancelled during the quarter ended June 30, 2022. 2021 Common Stock Activity Common Stock Sales (2021) During the year ended December 31, 2021, the Company issued 2,200,000 560,000 Common Stock Issued for Services (2021) During the year ended December 31, 2021, the Company agreed to issue an aggregate of 3,650,000 2,002,850 Common Stock Cancellations No common stocks were cancelled during the year ended December 31, 2021. |
Common Stock Warrants and Optio
Common Stock Warrants and Options | 6 Months Ended |
Jun. 30, 2022 | |
Common Stock Warrants And Options | |
Common Stock Warrants and Options | Note 13 – Common Stock Warrants and Options Common Stock Warrants Granted (2022) No common stock warrants were granted during the six months ended June 30, 2022 and December 31, 2021. Warrants Exercised (2022) No warrants were exercised during the six months ended June 30, 2022. 2021 Common Stock Warrant Activity Common Stock Warrants Granted (2021) No common stock warrants were granted during the year ended December 31, 2021. Common Stock Warrants Expired (2020) A total of 200,000 Warrants Exercised (2020) No warrants were exercised during the year ended December 31, 2020. Common Stock Options (2019) A summary of the Companys stock option activity and related information is as follows: For the Six Months Ended June 30, 2021 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 6,000,000 $ 10.55 For the Six Months Ended June 30, 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 6,000,000 $ 10.55 |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 14 – 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 six months ended June 30, 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 June 30, 2022 and December 31, 2021, the Company had approximately $ 364,674 2,683,947 The components of the Companys deferred tax asset are as follows: Schedule of Deferred Tax Assets June 30, 2022 Deferred tax assets: Net operating loss carry forward as of 12/31/2021 12,817,540 Estimate Tax Loss June 30, 2022 364,674 Add back shares for services (457,800 ) NOL Carry Forward Cumulative as of 6/30/2022 12,724,414 Statutory Tax Rate 21 % Deferred Tax Asset 2,672,127 Valuation (2,672,127 ) Net Deferred Tax Asset 0 Based on the available objective evidence, including the Companys 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 June 30, 2022 and December 31, 2021, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events We have evaluated subsequent events through the filing date of this Form 10-Q and determined that few subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | 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 Companys 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. On May 2, 2022, the Company acquired Hempirical Genetics, LLC, a Arizona company. 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: | Basis of Presentation: The accompanying condensed consolidated balance sheet at December 31, 2021, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of June 30, 2022 and 2021 ( 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, 2021 (the 2021 Annual Report), filed with the Securities and Exchange Commission (the SEC). It is managements 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 | 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&3) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre Hempirical Genetics, LLC Arizona Subsidiary Hempirical Generics (1) Sangre is a wholly-owned subsidiary of WEED, Inc. (2) Sangre AT, LLC is doing business as Sangre AgroTech. (3) Hempirical Genetics, LLC is a wholly-owned subsidiary of WEED, Inc. 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 Companys 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. |
Use of Estimates | 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 | 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 Companys 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 | 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 | 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 | 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 | 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 Companys has no historical revenue. The impact of the adoption of the new standard was not material to the Companys consolidated financial statements. The Company did not earn revenue during the periods ended June 30, 2022 and 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 | Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $ 9,751 500 |
Foreign Currency Transactions | Foreign Currency Transactions Expenses are translated at the exchange rates in effect at the date of the 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 income in the 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 $ 1,553 ($487) |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Entities under Common Control and Ownership | 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 |
Nature of Business and Significant Accounting Policies | State of Abbreviated Name of Entity Incorporation Relationship (1&3) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre Hempirical Genetics, LLC Arizona Subsidiary Hempirical Generics |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities measured at Fair value, Recurring | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2022 and December 31, 2021, respectively: Schedule of Assets and Liabilities measured at Fair value, Recurring Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 19,654 $ - $ - Intangible assets, net $ - $ 40,576 $ - Total assets $ 19,654 $ 40,576 $ - Liabilities Notes payable, related parties $ 596,401 Notes payable $ - $ 65,607 $ - Total liabilities $ - $ 662,008 $ - Total $ 19,654 $ 621,432 $ - Fair Value Measurements at June 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 821,094 $ - $ - Intangible assets, net $ - $ 519,616 $ - Total assets $ 821,094 $ 519,616 $ - Liabilities Notes payable, related parties $ 897,661 Notes payable $ - $ - $ - Total liabilities $ - $ 897,661 $ - Total $ 821,094 $ 378,045 $ - |
[custom:DisclosureFairValueOfFinancialInstrumentsDetailsAbstract] | Level 1 Level 2 Level 3 Assets Cash $ 19,654 $ - $ - Intangible assets, net $ - $ 40,576 $ - Total assets $ 19,654 $ 40,576 $ - Liabilities Notes payable, related parties $ 596,401 Notes payable $ - $ 65,607 $ - Total liabilities $ - $ 662,008 $ - Total $ 19,654 $ 621,432 $ - Fair Value Measurements at June 30, 2022 Level 1 Level 2 Level 3 Assets Cash $ 821,094 $ - $ - Intangible assets, net $ - $ 519,616 $ - Total assets $ 821,094 $ 519,616 $ - Liabilities Notes payable, related parties $ 897,661 Notes payable $ - $ - $ - Total liabilities $ - $ 897,661 $ - Total $ 821,094 $ 378,045 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Property and Equipment |
Property and Equipment | June 30, December 31, 2022 2021 Property improvements $ 0 $ 5,000 Automobiles 0 0 Office equipment 8,667 8,667 Furniture & Fixtures 5,479 5,479 Lab equipment 153,569 65,769 Construction in progress 0 0 Land 372,069 383,027 Property 1,109,931 1,977,973 Property and equipment, gross 1,649,715 2,445,915 Less accumulated depreciation (367,175 ) (569,184 ) Property and equipment, net $ 1,282,540 $ 1,876,731 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets |
Intangible Assets | June 30, 2022 December 31, 2021 Trademark 50,000 50,000 Less: Accumulated amortization (10,584) (9,424) Total other intangibles, Net 39,416 40,576 Goodwill, Net 480,200 0 Total Intangibles, Net 519,616 40,576 |
Note 8 _ Notes Payable, Relat_2
Note 8 – Notes Payable, Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Note 8 Notes Payable Related Parties | |
Schedule of Notes Payable, Related Party | Notes payable, related parties consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Notes Payable, Related Party June 30, 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. $ 168,109 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 On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller $ 240,000 300,000 Notes payable, related parties $ 920,109 $ 621,700 Less: Loan fee, net of amortization 22,448 25,299 Notes payable, related parties $ 897,661 596,401 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Note payable consist of the following at June 30, 2022 and December 31, 2021, respectively: Schedule of Notes Payable June 30, 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 March 2022, $337,664 has been paid to Snell & Wilmer. $ 0 54,169 On various dates, the Company received advances from consultant, Patrick Brodnik, bearing 5% interest. $ 0 11,438 $ 0 $ 65,607 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Proforma Estimate Fair Value of Assets | The following summarized the estimate fair value of the acquired assets as of the date of the transaction: Schedule of Proforma Estimate Fair Value of Assets |
Business Combination | Inventory $ 82,000 Equipment 87,800 Total assets acquired 169,800 Goodwill 480,200 Total Consideration $ 650,000 |
Common Stock Warrants and Opt_2
Common Stock Warrants and Options (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Common Stock Warrants And Options | |
A summary of the Company’s stock option activity and related information is as follows: | A summary of the Companys stock option activity and related information is as follows: |
Common Stock Warrants and Options | For the Six Months Ended June 30, 2021 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 6,000,000 $ 10.55 For the Six Months Ended June 30, 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 6,000,000 $ 10.55 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The components of the Companys deferred tax asset are as follows: Schedule of Deferred Tax Assets |
Income Tax | June 30, 2022 Deferred tax assets: Net operating loss carry forward as of 12/31/2021 12,817,540 Estimate Tax Loss June 30, 2022 364,674 Add back shares for services (457,800 ) NOL Carry Forward Cumulative as of 6/30/2022 12,724,414 Statutory Tax Rate 21 % Deferred Tax Asset 2,672,127 Valuation (2,672,127 ) Net Deferred Tax Asset 0 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) | 6 Months Ended | |
Jun. 30, 2022 | [1],[2] | |
Weed Inc. [Member] | ||
Parent Entity Legal Name | WEED, Inc. | |
Sangre A T L L C [Member] | ||
Parent Entity Legal Name | Sangre AT, LLC | [3] |
Hempirical Genetics L L C [Member] | ||
Parent Entity Legal Name | Hempirical Genetics, LLC | [3] |
[1]Hempirical Genetics, LLC is a wholly-owned subsidiary of WEED, Inc.[2]Sangre is a wholly-owned subsidiary of WEED, Inc.[3]Sangre AT, LLC is doing business as Sangre AgroTech. |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Advertising Expense | $ 9,751 | $ 500 | ||
Other Comprehensive Income (Loss), Net of Tax | $ 2,309 | $ 75 | $ 1,553 | $ (487) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 83,197,575 | $ 82,832,901 |
Working Capital Deficit | $ 631,881 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||||||
Notes Payable, Related Parties, Current | $ 596,401 | $ 897,661 | |||||
Proceeds from Related Party Debt | |||||||
Accrued Bonuses, Current | 365,750 | $ 312,250 | $ 423,250 | $ 312,250 | |||
Nicole Breen [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 4,000 | 18,000 | $ 7,000 | $ 8,000 | $ 30,500 | ||
Glenn Martin [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Related Party Debt | $ 500,000 | $ 300,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||||
Cash | $ 821,094 | $ 19,654 | $ 38,602 | $ 12,629 |
Intangible assets, net | 519,616 | 40,576 | ||
Total assets | 2,774,479 | 1,959,225 | ||
Liabilities | ||||
Notes payable, related parties | 897,661 | 596,401 | ||
Notes payable | 0 | 65,607 | ||
Total liabilities | 1,554,065 | 1,341,725 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Assets | ||||
Cash | 821,094 | 19,654 | ||
Intangible assets, net | ||||
Total assets | 821,094 | 19,654 | ||
Liabilities | ||||
Notes payable | ||||
Total liabilities | ||||
Total | 821,094 | 19,654 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Assets | ||||
Cash | ||||
Intangible assets, net | 519,616 | 40,576 | ||
Total assets | 519,616 | 40,576 | ||
Liabilities | ||||
Notes payable, related parties | 897,661 | 596,401 | ||
Notes payable | 65,607 | |||
Total liabilities | 897,661 | 662,008 | ||
Total | 378,045 | 621,432 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Assets | ||||
Cash | ||||
Intangible assets, net | ||||
Total assets | ||||
Liabilities | ||||
Notes payable | ||||
Total liabilities | ||||
Total |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,649,715 | $ 2,445,915 |
Less accumulated depreciation | (367,175) | (569,184) |
Property and equipment, net | 1,282,540 | 1,876,731 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 5,000 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 0 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,667 | 8,667 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,479 | 5,479 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 153,569 | 65,769 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 0 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 372,069 | 383,027 |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,109,931 | $ 1,977,973 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 12, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 639,773 | $ 639,773 | $ 639,773 | ||
Depreciation | $ 62,354 | $ 59,877 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trademark | $ 50,000 | $ 50,000 |
Less: Accumulated amortization | (10,584) | (9,424) |
Total other intangibles, Net | 39,416 | 40,576 |
Goodwill, Net | 480,200 | 0 |
Total Intangibles, Net | $ 519,616 | $ 40,576 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 480,200 | $ 0 | |
Amortization of Intangible Assets | $ 1,441 | $ 1,083 |
Schedule of Notes Payable, Rela
Schedule of Notes Payable, Related Party (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Notes Payable - Robert Leitzman | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | $ 2,000 | $ 2,000 |
Notes Payable - Sandra Oman | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | 10,000 | 10,000 |
Notes Payable - Nicole Breen | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | 168,109 | |
Notes Payable - Snell & Wilmer L.L.P | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | 309,700 | |
Notes Payable - Patrick Brodnik | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | 500,000 | |
Notes Payable 6 [Member] | ||
Short-Term Debt [Line Items] | ||
Notes Payable Related Parties Classified Current Gross | $ 240,000 | $ 300,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Notes Payable, Current | $ 0 | $ 65,607 |
Notes Payable - Snell & Wilmer L.L.P | ||
Short-Term Debt [Line Items] | ||
Notes Payable, Current | 0 | 54,169 |
Notes Payable - Patrick Brodnik | ||
Short-Term Debt [Line Items] | ||
Notes Payable, Current | $ 0 | $ 11,438 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||
Interest Expense, Other Long-Term Debt | $ 697 | $ 1,338 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 05, 2018 | Jan. 19, 2018 | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||||
Operating Lease, Liability | $ 50,139 | |||
Operating Lease, Right-of-Use Asset | $ 50,139 | |||
William Martin V S Weed Inc [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Allegations | 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. Martins 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 Companys Motion to Dismiss thereby dismissing the Plaintiffs claims for breach of the covenant of good faith and fair dealing and the claim for conversion, (b) denying William Martins 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 Companys 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. In addition to the above pleadings and motions, the parties have exchanged disclosure statements and served and responded to written discovery. The Company denies the Plaintiffs allegations in the Verified Complaint in their entirety and plan to vigorously defend against this lawsuit. Due to the loss not being probable, no accrual has been recorded for the 700,000 shares of common stock the Plaintiff alleges he is owed under his agreement with the Company. | |||
Travis Nelson V S Sangre Agro Tech L L C [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Allegations | 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 $100,000. That offer was rejected by the Corporation. Court-ordered mediation was conducted on April 24, 2019, but the matter was not resolved. By order dated February 4, 2020, the court scheduled trial for October 5, 2020. The Corporation denies liability as to all claims. Inasmuch as an unfavorable outcome is neither probable nor remote within the meaning of the ABA Statement of Policy referred to in the last paragraph of this letter, we decline to express an opinion concerning the likely outcome of this matter or the liability of the Corporation, if any, associated therewith. |
Business Combination (Details)
Business Combination (Details) - USD ($) | Jun. 30, 2022 | May 02, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 480,200 | $ 0 | |
Hempirical Genetics L L C [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 82,000 | ||
Equipment | 87,800 | ||
Total assets acquired | 169,800 | ||
Goodwill | 480,200 | ||
Total Consideration | $ 650,000 |
Business Combination (Details N
Business Combination (Details Narrative) - Hempirical Genetics L L C [Member] | May 02, 2022 USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,000,000 |
Business Combination, Consideration Transferred | $ 650,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 05, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred Stock, Shares Authorized | 20,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Stock Issued During Period, Value, New Issues | $ 10,000 | $ 30,000 | $ 40,000 | $ 560,000 | |
Stock Issued During Period, Value, Issued for Services | $ 193,600 | $ 314,200 | $ 457,800 | $ 2,002,850 | |
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 100,000 | 200,000 | 300,000 | 2,200,000 | |
Stock Issued During Period, Value, New Issues | $ 100 | $ 200 | $ 2,200 | ||
Stock Issued During Period, Shares, Issued for Services | 670,000 | 1,410,000 | 2,080,000 | 3,650,000 | |
Stock Issued During Period, Value, Issued for Services | $ 670 | $ 1,410 | $ 3,650 | ||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | 1,000,000 |
Common Stock Warrants and Opt_3
Common Stock Warrants and Options (Details) - Equity Option [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Offsetting Assets [Line Items] | ||
Outstanding at the beginning of period | 6,000,000 | 6,000,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 10.55 | $ 10.55 |
Granted | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ||
Exercised/Expired/Cancelled | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | ||
Outstanding at the end of period | 6,000,000 | 6,000,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 10.55 | $ 10.55 |
Exercisable at the end of period | 6,000,000 | 6,000,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 10.55 | $ 10.55 |
Common Stock Warrants and Opt_4
Common Stock Warrants and Options (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 shares | |
Warrant [Member] | |
Offsetting Assets [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Expirations | 200,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Deferred tax assets: | ||||||
Net operating loss carry forward as of 12/31/2021 | $ 12,817,540 | $ 12,817,540 | ||||
Estimate Tax Loss June 30, 2022 | $ (226,297) | $ 590,971 | $ 1,227,763 | 364,674 | $ 2,199,507 | $ 2,841,850 |
Add back shares for services | (457,800) | |||||
NOL Carry Forward Cumulative as of 6/30/2022 | 12,724,414 | $ 12,724,414 | $ 12,817,540 | |||
Statutory Tax Rate | 21% | |||||
Deferred Tax Asset | 2,672,127 | $ 2,672,127 | ||||
Valuation | (2,672,127) | (2,672,127) | ||||
Net Deferred Tax Asset | $ 0 | $ 0 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 364,674 | $ 2,683,947 |