Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2023

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 Code)

(520) 818-8582
Registrant’s telephone number, including area code

(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 x No 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 x No 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 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 o No 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 August 11, 2023, there were 123,482,685 shares of common stock, $0.00001 par value, issued and outstanding.

WEED, INC.

TABLE OF CONTENTS

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

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

Consolidated Financial Statements

The consolidated balance sheets as of June 30, 2023 (unaudited) and December 31, 2022, the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, the consolidated statement of changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2023 and 2022, and the consolidated statements of cash flows for the six months ending June 30, 2023 and 2022, follow. The unaudited interim 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

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

TABLE OF CONTENTS

	Page No.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets (Unaudited)	6

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	7

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

Consolidated Statements of Cash Flows (Unaudited)	9

WEED, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30			December 31,
	2023			2022
ASSETS

CURRENT ASSETS:
Cash	$	32,469		$	315,826
Prepaid expenses		18,656			24,626
Other current asset		3,843			1,623

TOTAL CURRENT ASSETS		54,968			342,075

Land		372,069			372,069
Building		1,109,931			1,109,931
Computers & Equipment		147,771			137,772
Property and equipment, gross		1,629,771			1,619,772

Less: Accumulated depreciation		(451,901	)		(410,942	)

Property and equipment, net		1,177,870			1,208,830

Grower License		667			667
Trademark		50,000			50,000
Intangible assets, gross		50,667			50,667
Less: Accumulated amortization		(13,184	)		(11,884	)

Intangible assets, net		37,483			38,783

ROU asset		37,969			44,130

TOTAL ASSETS	$	1,308,290		$	1,633,818

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	151,083		$	189,779
Accrued expense		51,361			42,206
Accrued officer compensation		430,342			434,750
Accrued interest		46,860			42,266
Notes payable, related parties		722,946			706,507
Notes payable - in default		3,661			3,661
Lease liability		37,969			44,130
Due to officer		723			723

TOTAL CURRENT LIABILITIES		1,444,945			1,464,022

TOTAL LIABILITIES		1,444,945			1,464,022

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 200,000,000 authorized, 123,482,685 and 123,482,685 issued and outstanding, respectively		123,483			123,483
Additional paid-in capital		83,813,243			83,796,857
Subscription payable		656,250			611,250
Accumulated deficit		(84,731,463	)		(84,361,006	)
Accumulated other comprehensive loss:
Foreign currency translation		1,832			(788	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(136,655	)		169,796

TOTAL LIABILITIES & STOCKERHOLDERS’ EQUITY (DEFICIT)	$	1,308,290		$	1,633,818

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

WEED, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2023			2022			2023			2022
REVENUE	$	-		$	-		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		108,730			175,818			242,512			312,608
Professional fees		24,077			202,649			50,173			562,050
Depreciation & amortization		23,356			28,846			47,386			63,795

Total operating expenses		156,163			407,313			340,071			938,453

NET OPERATING LOSS		(156,163	)		(407,313	)		(340,071	)		(938,453	)

OTHER INCOME (EXPENSE)
Interest expense		(17,280	)		(19,438	)		(30,386	)		(65,519	)
Other income (expense)		-			13,275			-			(475	)
Gain on disposal of fixed assets		-			639,773			-			639,773

TOTAL OTHER EXPENSE, NET		(17,280	)		633,610			(30,386	)		573,779

NET INCOME (LOSS)		(173,443	)		226,297			(370,458	)		(364,674	)

OTHER COMPREHENSIVE INCOME (LOSS)		2,733			2,309			2,620			1,553

COMPREHENSIVE LOSS	$	(170,710	)	$	228,606		$	(367,838	)	$	(363,121	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

Outstanding - basic and fully diluted		123,482,685			121,911,366			123,482,685			120,924,895

Net loss per share - basic and fully diluted	$	(0.001	)	$	0.002		$	(0.003	)	$	(0.003	)

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

WEED, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three and Six Months ended June 30, 2023

(Unaudited)


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

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		300,000		300		39,700		-		-			-			40,000

Common stock issued for services		2,960,000		2,960		555,640		255,000		-			-			813,600

Stock issuance for acquistion of Hempriical Genetics		1,000,000		1,000		193,302		-		-			-			194,302

Imputed Interest on RP Loans		-		-		31,722		-		-			-			31,722

Net loss		-		-		-		-		(1,528,105	)		-			(1,528,105	)

Other comprehensive income, net		-		-		-		-		-			777			777

Balance, December 31, 2022		123,482,685	$	123,483	$	83,796,857	$	611,250		(84,361,006	)		(788	)	$	169,796

Common stock sold for cash		-		-		-		-		-			-			-

Common stock issued for services		-		-		-		22,500		-			-			22,500

Imputed Interest on RP Loans		-		-		5,942		-		-			-			5,942

Net loss		-		-		-		-		(197,014	)		-			(197,014	)

Other comprehensive income, net		-		-		-		-		-			(113	)		(113	)

Balance, March 31, 2023		123,482,685	$	123,483	$	83,802,799	$	633,750		(84,558,020	)		(901	)	$	1,111

Common stock sold for cash		-		-		-		-		-			-			-

Common stock issued for services		-		-		-		22,500		-			-			22,500

Imputed Interest on RP Loans		-		-		10,444		-		-			-			10,444

Net loss		-		-		-		-		(173,443	)		-			(173,443	)

Other comprehensive income, net		-		-		-		-		-			2,733			2,733

Balance, June 30, 2023		123,482,685	$	123,483	$	83,813,243	$	656,250		(84,731,463	)		1,832		$	(136,655	)

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

WEED, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six
	Months Ended
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(370,458	)	$	(364,674	)
Adjustments to reconcile to net loss to net cash used in operating activities:
Depreciation and amortization		47,386			63,795
Debt discount amortization		4,293			43,241
Gain on disposal of fixed asset		-			(639,773	)
Imputed Interest on RP Loans		16,386			18,235
Estimated fair value of shares issued for services		45,000			507,800
Decrease (increase) in assets
Prepaid expenses and deposits		3,750			3,174
Increase (decrease) in liabilities
Accounts Payable		(38,696	)		(127,912	)
Accrued expenses		9,341			54,461

NET CASH USED IN OPERATING ACTIVITIES		(282,998	)		(441,653	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(10,000	)		-
Proceeds from disposal of fixed asset		-			1,257,037

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(10,000	)		1,257,037

CASH FLOWS FROM FINANCING ACTIVITIES

Stock payable		-			-
Proceeds from the sale of common stock		-			40,000
Proceeds from notes payable		50,000			464,978
Repayments on notes payable - related party		(42,979	)		(445,591	)
Repayments on notes payable		-			(74,884	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		7,021			(15,497	)

NET CHANGE IN CASH		(285,977	)		799,887

EFFECT OF EXCHANGE RATE ON CASH		2,620			1,553

CASH, BEGINNING OF PERIOD		315,826			19,654

CASH, END OF PERIOD	$	32,469		$	821,094

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the years ended December 31:

Income taxes	$	-		$	-
Interest paid	$	5,113		$	-

Non-cash investing and financing activities:

Acquistion of Hemprical Genetics with common stock and note payable	$	-		$	650,000

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

WEED, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(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 on the study 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 consolidated balance sheet at December 31, 2022, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of June 30, 2023 and 2022 ( 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. 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 consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Interim result are not necessarily indicative of results for a full year.

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 (3)	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 Company’s headquarters are located in Tucson, Arizona and its operations are primarily within the United States, with minimal operations in Australia.

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

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 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 consolidated financial statements. The Company did not earn revenue during the periods ended June 30, 2023 and 2022. 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.

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

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $2,911 and $9,751 for six months ended June 30, 2023 and 2022.

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 $2,620 and $1,553 for six months ended June 30, 2023 and 2022. 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 $84,731,463 and negative working capital of $1,389,977 at June 30, 2023. 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 $722,946 and $706,507 of note payable on the consolidated balance sheet as of June 30, 2023 and December 31, 2022, 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. On May 2, 2022, the Company acquired the Hempirical Genetics, LLC from Jeffrey Miller, and then Jeffrey Miller became the executive officer of WEED, Inc. Based on the agreement, the Company owed Jeffrey Miller $200,000 as of March 31, 2023. On July 1, 2022, Patrick Brodnik signed executive employee agreement with the Company, and become one of the related parties since that. On various dates during the third quarter 2022, the Company received advance of $3,787 from Patrick Brodnik at no interest. From January 2023 to March 31, 2023, the Company paid off the remaining balance of the loan from Nicole Breen that originally was $37,500. From April 2023 to June 30, 2023, the Company received $50,000 from Nicole Breen.

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.

Accrued Compensation

A total of $430,342 and $434,750 of officer compensation was unpaid and outstanding at June 30, 2023 and December 31, 2022, respectively.

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 June 30, 2023 and December 31, 2022, respectively:

Fair Value Measurements at December 31, 2022

	Level 1		Level 2		Level 3
Assets
Cash	$	315,826	$	-	$	-
Intangible assets, net	$	-	$	38,783	$	-
Total assets	$	315,826	$	38,783	$	-
Liabilities
Notes payable, related parties			$	706,507
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	710,168	$	-

Fair Value Measurements at June 30, 2023

	Level 1		Level 2		Level 3
Assets
Cash	$	32,649	$	-	$	-
Intangible assets, net	$	-	$	37,483	$	-
Total assets	$	32,649	$	37,483	$	-
Liabilities
Notes payable, related parties			$	722,946
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	726,607	$	-

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, 2023 and the year ended December 31, 2022.

Note 5 – Property and Equipment

Property and equipment consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Property and Equipment

	June 30,			December 31,
	2023			2022
Property improvements	$	0		$	0
Automobiles		0			0
Office equipment		8,667			8,667
Furniture & Fixtures		5,479			5,479
Lab equipment		133,625			123,626
Construction in progress		0			0
Land		372,069			372,069
Property		1,109,931			1,109,931
Property and equipment, gross		1,629,771			1,619,772
Less accumulated depreciation		(451,901	)		(410,942	)
Property and equipment, net	$	1,177,870		$	1,208,830

On May 12, 2022, the Company sold the La Veta property for $1,333,300 and $639,773 was record as gain on the sale.

Depreciation expense totaled $40,960 and $62,354 for the six months ended June 30, 2023 and 2022, respectively.

Note 6 – 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 unit’s carrying amount is greater than its fair value. On May 02, 2022, WEED acquired the entire interests in Hempirical Genetics, LLC. which resulted in $480,801 of goodwill. The acquired company did not bring any business activities to the Company and the inventory was flooded in Arizona at the end of 2022, which result in the questionable future value. Goodwill impairment was $480,801 for the year ended December 31, 2022.

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 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.

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, 2023, Intangibles consists of the following:

Schedule of Intangible Assets

	June 30, 2023			December 31, 2022
Trademark		50,000			50,000
Grower License		667			667
Less: Accumulated amortization		(13,184	)		(11,884	)
Total other intangibles, Net		37,483			38,783
Goodwill, Net		0			0
Total Intangibles, Net		37,483			38,783

Amortization expense totaled $1,300 and $1,441 for the six months ended June 30, 2023 and 2022, respectively.

Note 7 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at June 30, 2023 and December 31, 2022, respectively:

	June 30, 2023		December 31, 2022
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.		-		27,979

On May 31, 2023, the company received $50,000 of advances, bearing interest at 5%, from Nicole Breen.	$	50,000		-

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.		-		-

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		500,000

On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller	$	190,000		205,000

Notes payable, related parties	$	752,000	$	744,979

Less: Loan fee, net of amortization		29,054		38,472

Notes payable, related parties	$	722,946		706,507

The Company recorded interest expense in the amount of $14,099 and $48,821 for the six months ended June 30, 2023 and 2022, respectively, including imputed interest expense in the amount of $16,386 and $18,235 during such periods related to notes payable, related parties.

Note 8 – Notes Payable

Note payable consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023		December 31, 2022
On various dates, the Company received advances from consultant, Patrick Brodnik, with 0% interest in 2022.	$	3,661		3,661
Notes Payable	$	3,661	$	3,661

The Company recognized interest expense of $0 and $697 related to the note payables for the six months ended June 30, 2023 and 2022, respectively.

Note 9 – Commitments and Contingencies

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, 2023, 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, 2023, we had lease liability of $37,969, and ROU assets of $37,969.

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 10 – 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 shares of its common stock, cash to the seller and promissory note to Hempirical’s owner. The total consideration paid to acquire Hempirical Genetics LLC amounted $603,284. A total of 1,000,000 shares of common stocks at $0.201 per share market value were issued in May, and the other 1,000,000 shares of common stocks of $193,302 fair value will be issued one year after the closing date, which is May 2, 2023. As of June 30, 2022, WEED has paid a cash of $10,000 to the Hempirical, and will pay $5,000 each month starting from July 2022 until paying off the note payable to Hempirical of $240,000 present value. As of June 30, 2023, the note payable balance is $190,000.

Based on the qualified valuation report, the consideration is valued as follows:

Valuation Date: 5/2/2022	At Closing		Forward Agreement		Cash
Consideration Shares (Common)		1,000,000		1,000,000
Consideration Cash					$	250,000
Market price	$	0.201	$	0.201

Fair Value of Consideration	$	201,000	$	193,302	$	208,982

Purchase Price					$	603,284

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:


Inventory	$	63,960
Equipment		57,857
Total assets acquired		121,817
Grower License		667
Goodwill		480,801
Total Consideration	$	603,284

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.

2023 Common Stock Activity

Common Stock Sales (2023)

No stocks were issued during the quarter ended June 30, 2023.

Common Stock Issued for Services (2023)

During the quarter ended June 30, 2023, 300,000 shares of common stocks valued at $45,000 were not issued for the services, and such amount has been included in subscriptions payable.

Common Stock Cancellations

No common stocks were cancelled during the quarter ended June 30, 2023.

2022 Common Stock Activity

Common Stock Sales (2022)

During the year ended December 31, 2022, the Company issued 300,000 shares of common stock for proceeds of $40,000. 300,000 shares valued at $356,250 carried from prior year, were not issued at December 31, 2022, and such amount has been included in subscriptions payable.

Common Stock Issued for Services (2022)

During the year ended December 31, 2022, the Company agreed to issue an aggregate of 2,960,000 to consultants for services performed. The total fair value of common stock was $558,600 based on the closing price of the Company’s common stock earned on the measurement date.

Common Stock Issued for Acquisition (2022)

During the period ended June 30, 2022, the Company issued 1,000,000 shares of common stock for acquisition of Hempirical Genetics, LLC. The total fair value of common stock was $200,000 based on the closing price of the Company’s common stock earned on the measurement date. Based on the purchase agreement, the Company owned 1,000,000 shares of common stocks from one year of the closing date, which is May 2, 2023. Also, on May 2, the Company entered into an employment agreement with Jeffrey Miller which the Company will issue 25,000 shares as salary, and such amount has been included in subscriptions payable.

Common Stock Cancellations

No common stocks were cancelled during the quarter ended December 31, 2022.

Note 12 – Common Stock Warrants and Options

Common Stock Warrants Granted (2023)

No common stock warrants were granted during the quarter ended June 30, 2023.

Warrants Exercised (2023)

No warrants were exercised during the quarter ended June 30, 2023.

2022 Common Stock Warrant Activity

Common Stock Warrants Granted (2022)

No common stock warrants were granted during the quarter ended June 30, 2022.

Warrants Exercised (2022)

No warrants were exercised during the quarter ended June 30, 2022.

The stock option will expire on the tenth anniversary of the granted date, which is February 1, 2028. As of June 30, 2023, the stock option will expire in 55 months.

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

Schedule of Stock Option Activity

	For the year Ended December 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		6,000,000	$	10.55

	For the quarter Ended June 30, 2023
	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

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 six months ended June 30, 2023 and the year ended December 31, 2022, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At June 30, 2023 and December 31, 2022, the Company had approximately $370,457 and $ $1,528,105 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 assets are as follows:

Schedule of Deferred Tax Assets

	June 30, 2023
Deferred tax assets:
Net operating loss carry forward as of 12/31/2022		17,870,389
Estimate Tax Loss June 30, 2023		370,457

NOL Carry Forward Cumulative as of 6/30/2023		18,240,846
Statutory Tax Rate		21	%
Deferred Tax Asset		3,830,578
Valuation		(3,830,578	)
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 June 30, 2023 and December 31, 2022, respectively.

Note 14 – Subsequent Events

On July 24, 2023, the Company sold the La Veta property for $1,800,000 and $1,147,000 was record as gain on the sale.

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

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 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, no funding or plans have been developed other than the proposed name: The Four Winds Luxury condos & resort to be “Cannabis Friendly” which would be a “FIRST” in the nation. The New York property is now owned by Four Winds of Lake Erie, LLC, a wholly-owned subsidiary of WEED, Inc.

Third, WEED established WEED Australia Ltd. and it’s 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. WEED Australia is also our gateway to the Oceania & Asia emerging legal cannabis marketplace.

Fourth, on May 2, 2022, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hempirical Genetics, LLC, an Arizona limited liability company (“Hempirical”), under which we acquired all of the issued and outstanding membership interests of Hempirical from Jeffery Miller in exchange for $603,284 payable in Two Million (2,000,000) shares of our common stock (the “WEED Shares”), valued at $394,302 based on the value of our common stock, and $250,000 in cash to be paid over four years. With this acquisition, our newly acquired inventory includes over 200 High THC strains plus 15 “PURE” Landrace strains including Panama Red, Acapulco Gold, Red Bud Colombian, Santa Marta Gold, and ThaiSticks. Along with 30+ CBD & CBG strains. WEED believes that multiple combinations of precise cannabinoid strains will achieve the precise medical outcome desired.

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 and animal ailments. To that end Sangre, 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. 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 included 30 strains (twenty-four female and six male). These results are highly proprietary and the basis of future studies to come. We need to raise additional funds to continue the next steps in our Cannabis Genomic Study.

On May 14th, 2018, the 70th Anniversary of the statehood of Israel, WEED formed its wholly owned subsidiary, WEED Israel Cannabis Ltd., with the goal of completing and 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 & hemp. To that effect, WEED Israel looked to conduct clinical trials and product development 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 State level medical cannabis and hemp programs, along with the District of Colombia. In addition, there are 17 States that have implemented or approved the “Adult Use” i.e. recreational psychoactive aspects of high THC usage of cannabis.

In conjunction with WEED Israel Cannabis Ltd., we made arrangements with Professor Elka Touitou to be available 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 Managing Director of WEED Israel, Mr. Elliot Kwestel. As of 2022, Dr. Touitou still has interest in working with WEED to complete the purchase of her patents and begin clinical trials upon proper funding. WEED looks to achieve that funding thru offerings of our securities.

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.

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Results of Operations

	Three Months Ended June 30,
	2023			2022
Revenue	$	-		$	-

Operating expenses:

General and administrative		108,730			175,818
Professional fees		24,077			202,649
Depreciation and amortization		23,356			28,846
Total operating expenses		156,163			407,313

Net operating loss		(156,163	)		(407,313	)

Other income (expense)
Interest expense		(17,280	)		(19,438	)
Other income (expense)		-			13,275
Gain on disposal of fixed assets		-			639,773
Total other income (expense)	$	(17,280	)	$	633,610

Net Income (Loss)	$	(173,443	)	$	226,297

Other Comprehensive Income (Loss)		2,733			2,309

Comprehensive Income (Loss)	$	(170,710	)	$	228,606

Operating Loss; Net Loss

Our comprehensive net loss increased by $399,316, from $228,606 to ($170,710), from the three months ended June 30, 2022 compared to the three months ended June 30, 2023. Our operating loss decreased by $251,150, from ($407,313) to ($156,163) for the same period. The increase in net loss compared to the same period of the prior year is primarily a result of the fact we had a one-time gain on disposal of fixed assets of $639,773 in 2022 that we did not have in 2023, which was offset by decreases in general and administrative expenses, professional fees, depreciation and amortization, and other expenses. These changes are detailed below.

Revenue

We have not had any revenues since our inception. 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 and process those result. In the long-term we 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.

General and Administrative Expenses

General and administrative expenses decreased by $67,088, from $175,818 for the three months ended June 30, 2022 to $108,730 for the three months ended June 30, 2023, primarily due to slight decreases in marketing expense.

Professional Fees

Our professional fees decreased by $178,572 during the three months ended June 30, 2023 compared to the three months ended June 30, 2022. Our professional fees were $24,077 for the three months ended June 30, 2023 and $202,649 for the three months ended June 30, 2022. 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 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 June 30, 2023 we had depreciation and amortization expense of $23,356, compared to $28,846 in the three months ended June 30, 2022. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.

Interest Expense

Interest expense decreased from ($19,438) for the three months ended June 30, 2022 to ($17,280) for the three months ended June 30, 2023. Our interest expense primarily relates to notes payable from attorneys and related parties.

Gain on Disposal of Fixed Assets

During the three months ended June 30, 2023, our gain on disposal of fixed assets was $0 compared to $639,773 for the three months ended June 30, 2022. The other expense during the three months ended June 30, 2022 relates to our sale of company-owned residential property near La Veta, Colorado.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Results of Operations

	Six Months Ended June 30,
	2023			2022
Revenue	$	-		$	-

Operating expenses:

General and administrative		242,512			312,608
Professional fees		50,173			562,050
Depreciation and amortization		47,386			63,795
Total operating expenses		340,071			938,453

Net operating loss		(340,071	)		(938,453	)

Other income (expense)
Interest expense		(30,386	)		(65,519	)
Other income (expense)		-			(475	)
Gain on disposal of fixed assets		-			639,773
Total other income (expense)	$	(30,386	)	$	573,779

Net Income (Loss)	$	(370,458	)	$	(364,674	)

Other Comprehensive Income (Loss)		2,620			1,553

Comprehensive Loss	$	(367,838	)	$	(363,121	)

Operating Loss; Net Loss

Our comprehensive net loss increased by $4,717, from ($363,121) to ($367,838), from the six months ended June 30, 2022 compared to the six months ended June 30, 2023. Our operating loss decreased by $598,382, from ($938,453) to ($340,071) for the same period. The increase in net loss compared to the same period of the prior year is primarily a result of the fact we had a one-time gain on disposal of fixed assets of $639,773 in 2022 that we did not have in 2023, which was offset by decreases in general and administrative expenses, professional fees, depreciation and amortization, and other expenses. These changes are detailed below.

Revenue

General and Administrative Expenses

General and administrative expenses decreased by $70,096, from $312,608 for the six months ended June 30, 2022 to $242,512 for the six months ended June 30, 2023, primarily due to slight decreases in marketing expense.

Professional Fees

Our professional fees decreased by $511,877, from $562,050 for the six months ended June 30, 2022 to $50,173 for the six months ended June 30, 2023, primarily due to reduced consulting activities. 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 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 six months ended June 30, 2023 we had depreciation and amortization expense of $47,386, compared to $63,795 in the six months ended June 30, 2022. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.

Interest Expense

Interest expense decreased from ($65,519) for the six months ended June 30, 2022 to ($30,386) for the six months ended June 30, 2023. Our interest expense primarily relates to notes payable from attorneys and related parties.

Gain on Disposal of Fixed Assets

During the six months ended June 30, 2023, our gain on disposal of fixed assets was $0 compared to $639,773 for the six months ended June 30, 2022. The other expense during the six months ended June 30, 2022 relates to our sale of company-owned residential property near La Veta, Colorado.

Liquidity and Capital Resources

Introduction

During the six months ended June 30, 2023, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of June 30, 2023 was $32,469 and our monthly cash flow burn rate was approximately $45,000. Our cash on hand was primarily proceeds from the sales of our securities and the sale of our residential property near La Veta, Colorado. 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 June 30, 2023 and December 31, 2022, respectively, are as follows:

	June 30, 2023		December 31, 2022		Change

Cash	$	32,469	$	315,826	$	(283,357	)
Total Current Assets		54,968		342,075		(287,107	)
Total Assets		1,308,290		1,633,818		(325,528	)
Total Current Liabilities		1,444,945		1,464,022		(19,077	)
Total Liabilities		1,444,945		1,464,022		(19,077	)

Our total assets decreased by $325,528 as of June 30, 2023 as compared to December 31, 2022. The decrease in our total assets between the two periods was attributed to decreases in our cash and prepaid expenses, partially offset by a slight increase in our computers and equipment.

Our current liabilities and total liabilities decreased by $19,077, as of June 30, 2023 as compared to December 31, 2022. This decrease was primarily due to decreases in accounts payable, accrued officer compensation, , and lease liability, partially offset by increases in notes payable - related party, accrued expenses and accrued interest.

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 $32,469 and $315,826 as of June 30, 2023 and December 31, 2022, 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 $282,998 for the six months ended June 30, 2023, as compared to $441,653 for the six months ended June 30, 2022. For the period in 2023, the net cash used in operating activities consisted primarily of our net loss of ($370,458), adjusted by depreciation and amortization of $47,386, debt discount amortization of $4,293, estimated fair value of shares issued for services of $45,000, and imputed interest on RP loans of $16,386, and further adjusted by decreases in assets related to prepaid expenses and deposits of $3,750, and decreases in liabilities consisting of accounts payable of $38,696 and accrued expenses of $9,341. For the period in 2022, the net cash used in operating activities consisted primarily of our net loss of ($364,674), adjusted by depreciation and amortization of $63,795, debt discount amortization of $43,241, estimated fair value of shares issued for services of $507,800, imputed interest on RP loans of $18,235, and gain on disposal of fixed asset of ($639,773) and further adjusted by decreases in prepaid expenses and deposits of $3,174 and accounts payable of $127,912, and increases in accrued expenses of $54,461.

Investments

For the six months ended June 30, 2023, we had cash flows used in investing activities of ($10,000), all related to purchases of property and equipment. For the six months ended June 30, 2022, we had cash flows from investing activities $1,257,037 from proceeds from disposal of fixed assets.

Financing

Our net cash provided by financing activities for the six months ended June 30, 2023 was $7,021, compared to cash used in financing activities of ($15,497) for the six months ended June 30, 2022. For the period in 2023, our financing activities related to proceeds of note payable of $50,000 partially offset by repayments of notes payable-related party of ($42,979). For the period in 2022, our financing activities related to repayments on notes payable of ($74,884) and repayments of notes payable-related party of ($445,591), partially offset by proceeds from the sale of common stock of $40,000, and proceeds from notes payable of $464,978.

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 June 30, 2023, 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 June 30, 2023 to the same extent they were not effective as of December 31, 2022.

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

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 three months ended June 30, 2023, we issued the following unregistered securities:

Common Stock Sales

We did not sell any shares of our common stock during the three months ended June 30, 2023.

Common Stock Issued to Consultants

During the three months ended June 30, 2023, we agreed to issue an aggregate of 300,000 shares of common stock to consultants for services performed. The total fair value of common stock was $45,000 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

None.

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

10.17 (8)		Share Exchange Agreement with Hempirical Genetics, LLC dated May 2, 2022

10.18 (8)		Employment Agreement with Jeffery Miller dated May 2, 2022

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.

(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.

(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.

(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.

(8)

Incorporated by reference from the Current Report on Form 8-K filed with the Commission on August 4, 2022.

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: August 11, 2023		/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)

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Glenn E. Martin, certify that:

I have reviewed this Quarterly Report on Form 10-Q of WEED, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 11, 2023

		/s/ Glenn E. Martin
	By:	Glenn E. Martin
		Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Glenn E. Martin, certify that:

I have reviewed this Quarterly Report on Form 10-Q of WEED, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 11, 2023

		/s/ Glenn E. Martin
	By:	Glenn E. Martin
		Chief Financial Officer and Principal Accounting Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of WEED, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Glenn E. Martin, President of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

		/s/ Glenn E. Martin
	By:	Glenn E. Martin
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to WEED, Inc. and will be retained by WEED, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of WEED, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Glenn E. Martin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

		/s/ Glenn E. Martin
	By:	Glenn E. Martin
		Chief Financial Officer and Chief Accounting Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 11, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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		123,482,685

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 32,469	$ 315,826
Prepaid expenses	18,656	24,626
Other current asset	3,843	1,623
TOTAL CURRENT ASSETS	54,968	342,075
Land	372,069	372,069
Building	1,109,931	1,109,931
Computers & Equipment	147,771	137,772
Property and equipment, gross	1,629,771	1,619,772
Less: Accumulated depreciation	(451,901)	(410,942)
Property and equipment, net	1,177,870	1,208,830
Grower License	667	667
Trademark	50,000	50,000
Intangible assets, gross	50,667	50,667
Less: Accumulated amortization	(13,184)	(11,884)
Intangible assets, net	37,483	38,783
ROU asset	37,969	44,130
TOTAL ASSETS	1,308,290	1,633,818
CURRENT LIABILITIES
Accounts payable	151,083	189,779
Accrued expense	51,361	42,206
Accrued officer compensation	430,342	434,750
Accrued interest	46,860	42,266
Notes payable, related parties	722,946	706,507
Notes payable - in default	3,661	3,661
Lease liability	37,969	44,130
Due to officer	723	723
TOTAL CURRENT LIABILITIES	1,444,945	1,464,022
TOTAL LIABILITIES	1,444,945	1,464,022
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 200,000,000 authorized, 123,482,685 and 123,482,685 issued and outstanding, respectively	123,483	123,483
Additional paid-in capital	83,813,243	83,796,857
Subscription payable	656,250	611,250
Accumulated deficit	(84,731,463)	(84,361,006)
Accumulated other comprehensive loss:
Foreign currency translation	1,832	(788)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(136,655)	169,796
TOTAL LIABILITIES & STOCKERHOLDERS’ EQUITY (DEFICIT)	$ 1,308,290	$ 1,633,818

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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	123,482,685	123,482,685
Common Stock, Shares, Outstanding	123,482,685	123,482,685

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
General and administrative expenses	108,730	175,818	242,512	312,608
Professional fees	24,077	202,649	50,173	562,050
Depreciation & amortization	23,356	28,846	47,386	63,795
Total operating expenses	156,163	407,313	340,071	938,453
NET OPERATING LOSS	(156,163)	(407,313)	(340,071)	(938,453)
OTHER INCOME (EXPENSE)
Interest expense	(17,280)	(19,438)	(30,386)	(65,519)
Other income (expense)		13,275		(475)
Gain on disposal of fixed assets		639,773		639,773
TOTAL OTHER EXPENSE, NET	(17,280)	633,610	(30,386)	573,779
NET INCOME (LOSS)	(173,443)	226,297	(370,458)	(364,674)
OTHER COMPREHENSIVE INCOME (LOSS)	2,733	2,309	2,620	1,553
COMPREHENSIVE LOSS	$ (170,710)	$ 228,606	$ (367,838)	$ (363,121)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Outstanding - basic and fully diluted	123,482,685	121,911,366	123,482,685	120,924,895
Net loss per share - basic and fully diluted	$ (0.001)	$ 0.002	$ (0.003)	$ (0.003)

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, 2021	$ 119,223	$ 82,976,493	$ 356,250	$ (82,832,901)	$ (1,565)	$ 617,500
Beginning Balance, Shares at Dec. 31, 2021	119,222,685
Common stock sold for cash	$ 300	39,700				40,000
Stock Issued During Period, Shares, New Issues	300,000
Common stock issued for services	$ 2,960	555,640	255,000			813,600
Stock Issued During Period, Shares, Issued for Services	2,960,000
Stock issuance for acquistion of Hempriical Genetics	$ 1,000	193,302				194,302
Stock Issued During Period, Shares, Acquisitions	1,000,000
Imputed Interest on RP Loans		31,722				31,722
Net loss				(1,528,105)		(1,528,105)
Other comprehensive income, net					777	777
Ending balance, value at Dec. 31, 2022	$ 123,483	83,796,857	611,250	(84,361,006)	(788)	169,796
Shares, Outstanding, Ending Balance at Dec. 31, 2022	123,482,685
Common stock sold for cash
Common stock issued for services			22,500			22,500
Imputed Interest on RP Loans		5,942				5,942
Net loss				(197,014)		(197,014)
Other comprehensive income, net					(113)	(113)
Ending balance, value at Mar. 31, 2023	$ 123,483	83,802,799	633,750	(84,558,020)	(901)	1,111
Shares, Outstanding, Ending Balance at Mar. 31, 2023	123,482,685
Beginning balance, value at Dec. 31, 2022	$ 123,483	83,796,857	611,250	(84,361,006)	(788)	169,796
Beginning Balance, Shares at Dec. 31, 2022	123,482,685
Common stock issued for services						45,000
Imputed Interest on RP Loans						16,386
Net loss						(370,458)
Ending balance, value at Jun. 30, 2023	$ 123,483	83,813,243	656,250	(84,731,463)	1,832	(136,655)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	123,482,685
Beginning balance, value at Mar. 31, 2023	$ 123,483	83,802,799	633,750	(84,558,020)	(901)	1,111
Beginning Balance, Shares at Mar. 31, 2023	123,482,685
Common stock sold for cash
Common stock issued for services			22,500			22,500
Imputed Interest on RP Loans		10,444				10,444
Net loss				(173,443)		(173,443)
Other comprehensive income, net					2,733	2,733
Ending balance, value at Jun. 30, 2023	$ 123,483	$ 83,813,243	$ 656,250	$ (84,731,463)	$ 1,832	$ (136,655)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	123,482,685

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (370,458)	$ (364,674)
Adjustments to reconcile to net loss to net cash used in operating activities:
Depreciation and amortization	47,386	63,795
Debt discount amortization	4,293	43,241
Gain on disposal of fixed asset		(639,773)
Imputed Interest on RP Loans	16,386	18,235
Estimated fair value of shares issued for services	45,000	507,800
Decrease (increase) in assets
Prepaid expenses and deposits	3,750	3,174
Increase (decrease) in liabilities
Accounts Payable	(38,696)	(127,912)
Accrued expenses	9,341	54,461
NET CASH USED IN OPERATING ACTIVITIES	(282,998)	(441,653)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(10,000)
Proceeds from disposal of fixed asset		1,257,037
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	(10,000)	1,257,037
CASH FLOWS FROM FINANCING ACTIVITIES
Stock payable
Proceeds from the sale of common stock		40,000
Proceeds from notes payable	50,000	464,978
Repayments on notes payable - related party	(42,979)	(445,591)
Repayments on notes payable		(74,884)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	7,021	(15,497)
NET CHANGE IN CASH	(285,977)	799,887
EFFECT OF EXCHANGE RATE ON CASH	2,620	1,553
CASH, BEGINNING OF PERIOD	315,826	19,654
CASH, END OF PERIOD	32,469	821,094
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes
Interest paid	5,113
Non-cash investing and financing activities:
Acquistion of Hemprical Genetics with common stock and note payable		$ 650,000

Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

On May 2, 2022, the Company acquired Hempirical Genetics, LLC, a Arizona company.

The Company has a calendar year end for reporting purposes.

Basis of Presentation:

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 (3)	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.

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

Fair Value of Financial Instruments

Impairment of Long-Lived Assets

Basic and Diluted Loss Per Share

Stock-Based Compensation

Revenue Recognition

The Company operates as one reportable segment.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $2,911 and $9,751 for six months ended June 30, 2023 and 2022.

Foreign Currency Transactions

Going Concern

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2 – Going Concern

Related Party

6 Months Ended

Jun. 30, 2023

Related Party

Note 3 – Related Party

Notes Payable

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.

Accrued Compensation

A total of $430,342 and $434,750 of officer compensation was unpaid and outstanding at June 30, 2023 and December 31, 2022, respectively.

Note 4 – Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Note 4 – Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

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 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, 2023 and December 31, 2022, respectively:

Fair Value Measurements at December 31, 2022

	Level 1		Level 2		Level 3
Assets
Cash	$	315,826	$	-	$	-
Intangible assets, net	$	-	$	38,783	$	-
Total assets	$	315,826	$	38,783	$	-
Liabilities
Notes payable, related parties			$	706,507
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	710,168	$	-

Fair Value Measurements at June 30, 2023

	Level 1		Level 2		Level 3
Assets
Cash	$	32,649	$	-	$	-
Intangible assets, net	$	-	$	37,483	$	-
Total assets	$	32,649	$	37,483	$	-
Liabilities
Notes payable, related parties			$	722,946
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	726,607	$	-

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, 2023 and the year ended December 31, 2022.

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

Property and equipment consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Property and Equipment

	June 30,			December 31,
	2023			2022
Property improvements	$	0		$	0
Automobiles		0			0
Office equipment		8,667			8,667
Furniture & Fixtures		5,479			5,479
Lab equipment		133,625			123,626
Construction in progress		0			0
Land		372,069			372,069
Property		1,109,931			1,109,931
Property and equipment, gross		1,629,771			1,619,772
Less accumulated depreciation		(451,901	)		(410,942	)
Property and equipment, net	$	1,177,870		$	1,208,830

On May 12, 2022, the Company sold the La Veta property for $1,333,300 and $639,773 was record as gain on the sale.

Depreciation expense totaled $40,960 and $62,354 for the six months ended June 30, 2023 and 2022, respectively.

Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 6 – Intangible Assets

Goodwill

Intangibles

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, 2023, Intangibles consists of the following:

Schedule of Intangible Assets

	June 30, 2023			December 31, 2022
Trademark		50,000			50,000
Grower License		667			667
Less: Accumulated amortization		(13,184	)		(11,884	)
Total other intangibles, Net		37,483			38,783
Goodwill, Net		0			0
Total Intangibles, Net		37,483			38,783

Amortization expense totaled $1,300 and $1,441 for the six months ended June 30, 2023 and 2022, respectively.

Notes Payable, Related Parties

6 Months Ended

Jun. 30, 2023

Notes Payable Related Parties

Notes Payable, Related Parties

Note 7 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at June 30, 2023 and December 31, 2022, respectively:

	June 30, 2023		December 31, 2022
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.		-		27,979

On May 31, 2023, the company received $50,000 of advances, bearing interest at 5%, from Nicole Breen.	$	50,000		-

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.		-		-

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		500,000

On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller	$	190,000		205,000

Notes payable, related parties	$	752,000	$	744,979

Less: Loan fee, net of amortization		29,054		38,472

Notes payable, related parties	$	722,946		706,507

Notes Payable

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Notes Payable

Note 8 – Notes Payable

Note payable consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023		December 31, 2022
On various dates, the Company received advances from consultant, Patrick Brodnik, with 0% interest in 2022.	$	3,661		3,661
Notes Payable	$	3,661	$	3,661

The Company recognized interest expense of $0 and $697 related to the note payables for the six months ended June 30, 2023 and 2022, respectively.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Operating Leases

Legal Proceedings

Business Combination

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Note 10 – Business Combination

Based on the qualified valuation report, the consideration is valued as follows:

Valuation Date: 5/2/2022	At Closing		Forward Agreement		Cash
Consideration Shares (Common)		1,000,000		1,000,000
Consideration Cash					$	250,000
Market price	$	0.201	$	0.201

Fair Value of Consideration	$	201,000	$	193,302	$	208,982

Purchase Price					$	603,284

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:


Inventory	$	63,960
Equipment		57,857
Total assets acquired		121,817
Grower License		667
Goodwill		480,801
Total Consideration	$	603,284

Stockholders’ Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity

Note 11 – Stockholders’ Equity

Preferred Stock

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.

2023 Common Stock Activity

Common Stock Sales (2023)

No stocks were issued during the quarter ended June 30, 2023.

Common Stock Issued for Services (2023)

During the quarter ended June 30, 2023, 300,000 shares of common stocks valued at $45,000 were not issued for the services, and such amount has been included in subscriptions payable.

Common Stock Cancellations

No common stocks were cancelled during the quarter ended June 30, 2023.

2022 Common Stock Activity

Common Stock Sales (2022)

Common Stock Issued for Services (2022)

Common Stock Issued for Acquisition (2022)

Common Stock Cancellations

No common stocks were cancelled during the quarter ended December 31, 2022.

Common Stock Warrants and Options

6 Months Ended

Jun. 30, 2023

Common Stock Warrants And Options

Common Stock Warrants and Options

Note 12 – Common Stock Warrants and Options

Common Stock Warrants Granted (2023)

No common stock warrants were granted during the quarter ended June 30, 2023.

Warrants Exercised (2023)

No warrants were exercised during the quarter ended June 30, 2023.

2022 Common Stock Warrant Activity

Common Stock Warrants Granted (2022)

No common stock warrants were granted during the quarter ended June 30, 2022.

Warrants Exercised (2022)

No warrants were exercised during the quarter ended June 30, 2022.

The stock option will expire on the tenth anniversary of the granted date, which is February 1, 2028. As of June 30, 2023, the stock option will expire in 55 months.

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

Schedule of Stock Option Activity

	For the year Ended December 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		6,000,000	$	10.55

	For the quarter Ended June 30, 2023
	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

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax

Note 13 – Income Tax

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

Schedule of Deferred Tax Assets

	June 30, 2023
Deferred tax assets:
Net operating loss carry forward as of 12/31/2022		17,870,389
Estimate Tax Loss June 30, 2023		370,457

NOL Carry Forward Cumulative as of 6/30/2023		18,240,846
Statutory Tax Rate		21	%
Deferred Tax Asset		3,830,578
Valuation		(3,830,578	)
Net Deferred Tax Asset		0

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 14 – Subsequent Events

On July 24, 2023, the Company sold the La Veta property for $1,800,000 and $1,147,000 was record as gain on the sale.

Nature of Business and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of Business

On May 2, 2022, the Company acquired Hempirical Genetics, LLC, a Arizona company.

The Company has a calendar year end for reporting purposes.

Basis of Presentation

Basis of Presentation:

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 (3)	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.

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

Fair Value of Financial Instruments

Impairment of Long-Lived Assets

Basic and Diluted Loss Per Share

Stock-Based Compensation

Revenue Recognition

The Company operates as one reportable segment.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $2,911 and $9,751 for six months ended June 30, 2023 and 2022.

Foreign Currency Transactions

Nature of Business and Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

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

	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 (3)	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.

Note 4 – Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

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, 2023 and December 31, 2022, respectively:

Fair Value Measurements at December 31, 2022

	Level 1		Level 2		Level 3
Assets
Cash	$	315,826	$	-	$	-
Intangible assets, net	$	-	$	38,783	$	-
Total assets	$	315,826	$	38,783	$	-
Liabilities
Notes payable, related parties			$	706,507
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	710,168	$	-

Fair Value Measurements at June 30, 2023

	Level 1		Level 2		Level 3
Assets
Cash	$	32,649	$	-	$	-
Intangible assets, net	$	-	$	37,483	$	-
Total assets	$	32,649	$	37,483	$	-
Liabilities
Notes payable, related parties			$	722,946
Notes payable	$	-	$	3,661	$	-
Total liabilities	$	-	$	726,607	$	-

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Property and Equipment

	June 30,			December 31,
	2023			2022
Property improvements	$	0		$	0
Automobiles		0			0
Office equipment		8,667			8,667
Furniture & Fixtures		5,479			5,479
Lab equipment		133,625			123,626
Construction in progress		0			0
Land		372,069			372,069
Property		1,109,931			1,109,931
Property and equipment, gross		1,629,771			1,619,772
Less accumulated depreciation		(451,901	)		(410,942	)
Property and equipment, net	$	1,177,870		$	1,208,830

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

On June 30, 2023, Intangibles consists of the following:

Schedule of Intangible Assets

	June 30, 2023			December 31, 2022
Trademark		50,000			50,000
Grower License		667			667
Less: Accumulated amortization		(13,184	)		(11,884	)
Total other intangibles, Net		37,483			38,783
Goodwill, Net		0			0
Total Intangibles, Net		37,483			38,783

Notes Payable, Related Parties (Tables)

6 Months Ended

Jun. 30, 2023

Notes Payable Related Parties

Schedule of Notes Payable, Related Party

Notes payable, related parties consist of the following at June 30, 2023 and December 31, 2022, respectively:

	June 30, 2023		December 31, 2022
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.		-		27,979

On May 31, 2023, the company received $50,000 of advances, bearing interest at 5%, from Nicole Breen.	$	50,000		-

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.		-		-

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		500,000

On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller	$	190,000		205,000

Notes payable, related parties	$	752,000	$	744,979

Less: Loan fee, net of amortization		29,054		38,472

Notes payable, related parties	$	722,946		706,507

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Notes Payable

Note payable consist of the following at June 30, 2023 and December 31, 2022, respectively:

Schedule of Notes Payable

	June 30, 2023		December 31, 2022
On various dates, the Company received advances from consultant, Patrick Brodnik, with 0% interest in 2022.	$	3,661		3,661
Notes Payable	$	3,661	$	3,661

Business Combination (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combination Consideration

Based on the qualified valuation report, the consideration is valued as follows:

Valuation Date: 5/2/2022	At Closing		Forward Agreement		Cash
Consideration Shares (Common)		1,000,000		1,000,000
Consideration Cash					$	250,000
Market price	$	0.201	$	0.201

Fair Value of Consideration	$	201,000	$	193,302	$	208,982

Purchase Price					$	603,284

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:


Inventory	$	63,960
Equipment		57,857
Total assets acquired		121,817
Grower License		667
Goodwill		480,801
Total Consideration	$	603,284

Common Stock Warrants and Options (Tables)

6 Months Ended

Jun. 30, 2023

Common Stock Warrants And Options

Schedule of Stock Option Activity

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

Schedule of Stock Option Activity

	For the year Ended December 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		6,000,000	$	10.55

	For the quarter Ended June 30, 2023
	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)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets

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

Schedule of Deferred Tax Assets

	June 30, 2023
Deferred tax assets:
Net operating loss carry forward as of 12/31/2022		17,870,389
Estimate Tax Loss June 30, 2023		370,457

NOL Carry Forward Cumulative as of 6/30/2023		18,240,846
Statutory Tax Rate		21	%
Deferred Tax Asset		3,830,578
Valuation		(3,830,578	)
Net Deferred Tax Asset		0

Nature of Business and Significant Accounting Policies (Details)

6 Months Ended

Jun. 30, 2023

Weed Inc. [Member]

Parent Entity Legal Name

WEED, Inc.

^[1]

Sangre AT, LLC

Parent Entity Legal Name

Sangre AT, LLC

^[2]

Hempirical Genetics, LLC

Parent Entity Legal Name

Hempirical Genetics, LLC

^[3]

[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.

Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Accounting Policies [Abstract]
Advertising Expense	$ 2,911	$ 9,751
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations	$ 2,620	$ 1,553

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ 84,731,463	$ 84,361,006
Working Capital Deficit	$ 1,389,977

Related Party (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Notes Payable, Related Parties	$ 722,946	$ 706,507
Accrued Bonuses, Current	$ 430,342	$ 434,750

Fair Value of Financial Instruments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Assets
Cash	$ 32,469	$ 315,826	$ 821,094	$ 19,654
Total assets	1,308,290	1,633,818
Liabilities
Notes payable, related parties	722,946	706,507
Notes payable	3,661	3,661
Total liabilities	1,444,945	1,464,022
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Assets
Cash	32,649	315,826
Intangible assets, net
Total assets	32,649	315,826
Liabilities
Notes payable
Total liabilities
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Assets
Cash
Intangible assets, net	37,483	38,783
Total assets	37,483	38,783
Liabilities
Notes payable, related parties	722,946	706,507
Notes payable	3,661	3,661
Total liabilities	726,607	710,168
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Assets
Cash
Intangible assets, net
Total assets
Liabilities
Notes payable
Total liabilities

Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,629,771	$ 1,619,772
Less accumulated depreciation	(451,901)	(410,942)
Property and equipment, net	1,177,870	1,208,830
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0	0
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	133,625	123,626
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	372,069
Land and Building [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,109,931	$ 1,109,931

Property and Equipment (Details Narrative) - USD ($)		6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	May 12, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Proceeds from Sale of Property, Plant, and Equipment			$ 1,257,037
Depreciation		$ 40,960	$ 62,354
La Veta [Member]
Property, Plant and Equipment [Line Items]
Proceeds from Sale of Property, Plant, and Equipment	$ 1,333,300
Gain (Loss) on Disposition of Oil and Gas and Timber Property	$ 639,773

Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Grower License	$ 50,667	$ 50,667
Less: Accumulated amortization	(13,184)	(11,884)
Total other intangibles, Net	37,483	38,783
Goodwill, Net	0	0
Intangible assets, net	37,483	38,783
Trademarks [Member]
Indefinite-Lived Intangible Assets [Line Items]
Grower License	50,000	50,000
License [Member]
Indefinite-Lived Intangible Assets [Line Items]
Grower License	$ 667	$ 667

Intangible Assets (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2018	May 02, 2022
Indefinite-Lived Intangible Assets [Line Items]
Goodwill	$ 0		$ 0
Amortization of Intangible Assets	$ 1,300	$ 1,441
Trademarks [Member] \| UNITED STATES
Indefinite-Lived Intangible Assets [Line Items]
Property, Plant and Equipment, Additions				$ 40,000
Trademarks [Member] \| Europe [Member]
Indefinite-Lived Intangible Assets [Line Items]
Property, Plant and Equipment, Additions				$ 50,000
Hempirical Genetics, LLC
Indefinite-Lived Intangible Assets [Line Items]
Goodwill					$ 480,801
Goodwill, Impairment Loss			$ 480,801

Notes Payable, Related Parties (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Notes payable, related parties	$ 752,000	$ 744,979
Less: Loan fee, net of amortization	29,054	38,472
Notes payable, related parties	722,946	706,507
Notes Payable - Robert Leitzman
Short-Term Debt [Line Items]
Notes payable, related parties	2,000	2,000
Notes Payable - Sandra Oman
Short-Term Debt [Line Items]
Notes payable, related parties	10,000	10,000
Notes Payable - Nicole Breen
Short-Term Debt [Line Items]
Notes payable, related parties		27,979
Notes Payable - Snell &amp;amp;amp; Wilmer L.L.P
Short-Term Debt [Line Items]
Notes payable, related parties	50,000
Notes Payable - Patrick Brodnik
Short-Term Debt [Line Items]
Notes payable, related parties
Notes Payable 6 [Member]
Short-Term Debt [Line Items]
Notes payable, related parties	500,000	500,000
Notes Payable 7 [Member]
Short-Term Debt [Line Items]
Notes payable, related parties	$ 190,000	$ 205,000

Notes Payable, Related Parties (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest Expense	$ 17,280		$ 19,438	$ 30,386	$ 65,519
Imputed Interest on Loans	$ 10,444	$ 5,942		16,386	18,235	$ 31,722
Related Party [Member]
Related Party Transaction [Line Items]
Interest Expense				$ 14,099	$ 48,821

Notes Payable (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Notes Payable	$ 3,661	$ 3,661
Notes Payable 10 [Member]
Short-Term Debt [Line Items]
Notes Payable	$ 3,661	$ 3,661

Notes Payable (Details Narrative) - USD ($)	6 Months Ended
Notes Payable (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Interest Expense, Other Long-Term Debt	$ 0	$ 697

Commitments and Contingencies (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating Lease, Liability	$ 37,969
Operating Lease, Right-of-Use Asset	$ 37,969	$ 44,130

Business Combination (Details) - Hempirical Genetics, LLC	May 02, 2022 USD ($) $ / shares shares
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions \| shares	1,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 250,000
Shares Issued, Price Per Share \| $ / shares	$ 0.201
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ 201,000
Business Combination, Acquired Receivable, Fair Value	208,982
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	$ 603,284
Forward Contracts [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions \| shares	1,000,000
Shares Issued, Price Per Share \| $ / shares	$ 0.201
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value	$ 193,302

Business Combination (Details 2) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	May 02, 2022
Business Acquisition [Line Items]
Goodwill	$ 0	$ 0
Hempirical Genetics, LLC
Business Acquisition [Line Items]
Inventory			$ 63,960
Equipment			57,857
Total assets acquired			121,817
Grower License			667
Goodwill			480,801
Total Consideration			$ 603,284

Business Combination (Details Narrative)	May 02, 2022 USD ($)
Hempirical Genetics, LLC
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 603,284

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	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, Issued for Services	$ 22,500	$ 22,500	$ 45,000		$ 813,600
Stock Issued During Period, Value, New Issues				$ 40,000	40,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Issued for Services					$ 2,960
Stock Issued During Period, Shares, New Issues				300,000	300,000
Stock Issued During Period, Value, New Issues					$ 300
Stock Issued During Period, Shares, Issued for Services				2,960,000	2,960,000
Stock Issued During Period, Shares, Acquisitions				1,000,000	1,000,000

Common Stock Warrants and Options (Details) - Equity Option [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance	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
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	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
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	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

Income Tax (Details) - USD ($)	6 Months Ended	12 Months Ended
Income Tax (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carry forward as of 12/31/2022	$ 17,870,389
Estimate Tax Loss June 30, 2023	370,457	$ 1,528,105
NOL Carry Forward Cumulative as of 6/30/2023	$ 18,240,846	$ 17,870,389
Statutory Tax Rate	21.00%
Deferred Tax Asset	$ 3,830,578
Valuation	(3,830,578)
Net Deferred Tax Asset	$ 0

Income Tax (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
Income Tax (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ 370,457	$ 1,528,105

Subsequent Events (Details Narrative) - USD ($)			6 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Jul. 24, 2023	May 12, 2022	Jun. 30, 2023	Jun. 30, 2022
Subsequent Event [Line Items]
Proceeds from Sale of Property, Plant, and Equipment				$ 1,257,037
La Veta [Member]
Subsequent Event [Line Items]
Proceeds from Sale of Property, Plant, and Equipment		$ 1,333,300
Gain (Loss) on Disposition of Oil and Gas and Timber Property		$ 639,773
Subsequent Event [Member] \| La Veta [Member]
Subsequent Event [Line Items]
Proceeds from Sale of Property, Plant, and Equipment	$ 1,800,000
Gain (Loss) on Disposition of Oil and Gas and Timber Property	$ 1,147,000