WEED, INC. (Form: S-1, Received: 08/11/2017 16:19:02)

As filed with the Securities and Exchange Commission on August 11, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WEED, Inc .

(Exact name of registrant as specified in its charter)

Nevada	8731	83-0452269
(State or other jurisdiction of incorporation or organization	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4920 N. Post Trail Tucson, AZ 85750	(520) 818-8582
(Address, including zip code, of registrant’s principal executive offices)	(Telephone number, including area code)

Glenn E. Martin, President

WEED, Inc.

4920 N. Post Trail

Tucson, AZ 85750

(520) 818-8582 (Name, address, including zip code, and telephone

number, including area code, of agent for service)

COPIES TO:

Craig V. Butler, Esq.

Law Offices of Craig V. Butler

300 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(949) 484-5667

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (1)	Amount of registration fee (3)
Common Stock, $0.001 par value	8,982,015	$1.05	$9,431,115.75	$1,093.07
Total Registration Fee				$1,093.07

(1)

The Registrant is registering for resale by the selling stockholders identified in the prospectus contained herein 8,982,015 shares of common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions. Pursuant to Rule 416 of the Securities Act, as amended, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.

(2)

Estimated solely for purposes of calculating the registration fee under Rule 457 under the Securities Act, as amended, based on the average of the high and low price of the Registrant’s common stock on August 7, 2017, as quoted on OTC Markets on a day within five business days from the date of filings of this registration statement, which was $1.05 per share (based on high and low prices of $1.07 and $1.02).

(3)

The registration fee is calculated pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low price of the Registrant’s common stock on August 7, 2017, as quoted on OTC Markets on a day within five business days from the date of filings of this registration statement, which was $1.05 per share (based on high and low prices of $1.07 and $1.02) .

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.		8,982,015 SHARES WEED, INC.
________________

TABLE OF CONTENTS

	Page

Prospectus Summary	2	----------------------- PROSPECTUS ----------------------- _____________, 2017
Corporate Information	2
Risk Factors	4
Use of Proceeds	8
Selling Security Holders	9
Plan of Distribution	13
Description of Securities	15
Interests of Experts and Counsel	15
Description of Business	16
Description of Property	23
Legal Proceedings	23
Index to Financial Statements	25
Management’s Discussion and Analysis or Plan of Operation	26
Changes in Accountants	35
Directors, Executive Officers	36
Executive Compensation	37
Security Ownership	39
Certain Transactions	39
Available Information	42
Experts	42

iii

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated August 11, 2017

PROSPECTUS

8,982,015 shares of common stock

WEED, INC.

This prospectus relates to the resale of Common Shares which were issued by WEED, Inc., a Nevada corporation (“we” or the “Company”) in previous private placement transactions by the selling security holders named herein under “Selling Shareholders.” We will not receive any proceeds from the resale of these Common Shares.

The Selling Shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Company is paying for all registration, listing and qualification fees, printing fees and legal fees.

Our Common Shares are quoted on OTC Market’s “OTC Pink” tier under the ticker symbol “BUDZ.” On August 7, 2017, the closing price of our Common Shares was $1.03 per share.

Investing in the common stock involves risks. WEED, Inc., currently has limited operations, limited income, and limited assets, is in unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August __, 2017

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information and the financial statements appearing elsewhere in this Prospectus. This Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Prospectus. Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to WEED, Inc., a Nevada corporation.

WEED, INC.

We are an early stage holding company currently focused on the development and application of cannabis-derived compounds for the treatment of human disease. Our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), has begun a planned five-year Cannabis Genomic Study to complete a global genomic classification of the Cannabis plant genus. By targeting cannabis-derived molecules that stimulate the endocannabinoid system, Sangre’s research team plans to develop scientifically-valid and evidence-based cannabis strains for the production of disease-specific medicines. The goal of the research is to identify, collect, patent, and archive a collection of highly-active medicinal strains. We plan to conduct this study only in states where cannabis has been legalized for medicinal purposes.

Using annotated genomic data and newly generated phenotypic data, Sangre plans to identify and isolate regions of the plant genome which are related to growth, synthesis of desired molecules, and drought and pest resistance. This complex data set would then be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical and patient community. This breeding program would produce new seed stocks and clones, which we plan on patenting. If successful this intellectual property should generate immense value for the Company. After developing a comprehensive understanding of the annotated genome of a variety of cannabis strains, and obtaining intellectual property protection over the most promising strains, we plan to provide the blueprints for the development of significant medicinal products for the treatment of human diseases including, but not limited to, autism, pediatric brain cancer, PTSD, epilepsy, chronic pain, and Crohn’s disease.

Currently, we do not have the money or funding to achieve the above goals and we will not be able to achieve our goals unless we are successful in obtaining additional funding, likely through sales of our securities, all which may serve to dilute the ownership position of our current and future shareholders.

Corporate Information

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 BLM mining claims and Arizona State Land Department exploration leases.

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 effected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus, which in the short-term is to conduct Sangre’s Cannabis Genomic Study over the next 5 years, process those results, and in the long-term to be 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 worldwide 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 plans may also include acquisitions of synergistic businesses, such as distilleries to make infused beverages and/or super oxygenated water with CBD and THC. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, however the entity has been dormant since its inception.

Our corporate offices are located at 4920 N. Post Trail, Tucson, AZ 85750, telephone number (520) 818-8582.

SUMMARY OF THE OFFERING

Common Shares offered by Selling Shareholders		8,982,015 Common Shares.

Common Shares outstanding before the offering		99,991,020 Common Shares as of the date hereof.

Common Shares outstanding after the offering		99,991,020 Common Shares.

Use of proceeds		We will not receive any proceeds from the sale of shares by the Selling Shareholders.

OTC Markets Trading Symbol		BUDZ

Risk Factors		The Common Shares offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

RISK FACTORS

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully complete our studies and/or implement our existing and new products. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated in the State of Arizona on August 20, 1999. 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 and we shifted our business focus to a company concentrating on the development and application of cannabis-derived compounds for the treatment of human disease. Although our subsidiary, Sangre, has begun its planned five-year Cannabis Genomic Study to complete a global genomic classification of the Cannabis plant genus the completion of the study is likely years away. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business, conducting research, and developing new products. These include, but are not limited to, inadequate funding, unforeseen research issues, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have not generated any revenue and we have limited cash liquidity and capital resources. Our future capital requirements will depend on many factors, including the progress and results of our Cannabis Genomic Study, our ability to develop products, cash flow from operations, and competing market developments. We anticipate the Cannabis Genomic Study will cost approximately $15,000,000 to complete. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Although we currently do not have any debt financing, any sources of debt financing in the future may result in a high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our research and development efforts may be reduced or discontinued and we may not be able to continue operations.

We have historically experienced negative cash flows from operations since our inception and we expect the negative cash flows from operations to continue for the foreseeable future. Unless and until we are able to generate revenues, we expect such losses to continue for the foreseeable future. As discussed in our financial statements, there exists substantial doubt regarding our ability to continue as a going concern.

Research and development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings, and licensing our research and/or future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products. Based on our current projections, we believe we have insufficient cash on hand to meet our obligations as they become due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

Any disruption and/or instability in economic conditions and capital markets could adversely affect our ability to access the capital markets, and thus adversely affect our business and liquidity.

Economic conditions and issues with the financial markets have had, and will continue to have, a negative impact on our ability to access the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

Our proposed business is dependent on laws pertaining to the cannabis industry .

Continued development of the cannabis industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact our business.

As of the end of February, 2017, 28 states and the District of Columbia allow its citizens to use medical marijuana. Voters in the states of Colorado, Washington, Alaska, Oregon and the District of Columbia have approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The prior administration (President Obama) effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, the Trump administration has indicated the potential for stricter enforcement of the marijuana industry at the federal level, but to date there has been very little in terms of action. There is no guarantee that the Trump administration or future administrations will maintain the low-priority enforcement of federal laws in the marijuana industry that was adopted by the Obama administration. The Trump administration or any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to our business and our shareholders.

Further, and while we do not intend to harvest, distribute or sell cannabis, if we conduct research with the cannabis plant or lease buildings to growers of cannabis, etc., we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

The cannabis industry faces strong opposition .

It is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical cannabis will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical cannabis industry could face a material threat from the pharmaceutical industry, should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads the pharmaceutical industry could make in halting or impeding the cannabis industry could have a detrimental impact on our proposed business.

Cannabis remains illegal under Federal law .

Cannabis is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its production and use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan.

Laws and regulations affecting the medical cannabis industry are constantly changing, which could detrimentally affect our proposed operations.

Local, state and federal medical cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. Also, the fact cannabis remains illegal at the federal level may dissuade qualified personnel from working in the cannabis industry, thus limiting the pool of qualified individuals to run our business. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely affect our business and operating results.

We may be unable to adequately protect our proprietary rights.

Our ability to compete partly depends on the superiority, uniqueness and value of our intellectual property. To protect our proprietary rights, we will rely on a combination of patent, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce the value of our intellectual property:

● Our applications for patents relating to our business may not be granted and, if granted, may be challenged or invalidated;

● Issued patents may not provide us with any competitive advantages;

● Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;

● Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop;

● Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products; or

● The fact cannabis is illegal at the federal level may impact our ability to secure patents from the United States Patent and Trademark Office, and other intellectual property protections may not be available to us.

We may become involved in lawsuits to protect or enforce our patents that would be expensive and time consuming.

In order to protect or enforce our patent rights, we may initiate patent litigation against third parties. In addition, we may become subject to interference or opposition proceedings conducted in patent and trademark offices to determine the priority and patentability of inventions. The defense of intellectual property rights, including patent rights through lawsuits, interference or opposition proceedings, and other legal and administrative proceedings, would be costly and divert our technical and management personnel from their normal responsibilities. An adverse determination of any litigation or defense proceedings could put our pending patent applications at risk of not being issued.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on our business and our financial results.

The Selling Shareholders may sell their shares of common stock in the open market, which may cause our stock price to decline.

The Selling Shareholders may sell the shares of common stock being registered in this offering in the public market. That means that up to 8,982,015 shares of common stock, the number of shares being registered in this offering, may be sold in the public market. Such sales will likely cause our stock price to decline.

Sale of our common stock by the Selling Shareholders could encourage short sales by third parties, which could contribute to the further decline of our stock price.

The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.

Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Our common stock is thinly traded compared to larger more widely known companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained after this offering.

Because we are subject to the “penny stock” rules, the level of trading activity in our stock may be reduced.

Our common stock is traded on the OTC Markets’ “Pink Current Information” tier. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior toa transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words“believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will not receive any proceeds from the sale of shares of common stock in this offering.

SELLING SHAREHOLDERS

The Selling Shareholders may offer from time to time up to an aggregate of 8,982,015 shares of our Common Stock.

Except as otherwise provided, the following table sets forth certain information with respect to the beneficial ownership of our common stock including the names of the Selling Shareholders, the number of shares of our Common Stock owned beneficially by the Selling Shareholders as of August 7, 2017, the number of shares of Common Stock being offered by each selling stockholder hereby, and the number and percentage of shares of Common Stock that will be owned by each selling stockholder following the completion of this offering:

Name of Selling Shareholder	Shares of Common Stock Owned Prior to Offering	Shares of Common Stock to be Offered for the Selling Shareholder’s Account	Shares of Common Stock Owned by Selling Shareholder After the Offering	Percent of Common Stock to be Owned by the Selling Shareholder After the Offering

Victor and Krista Amereno	2,124	2,124	--	--
Melanie Anderson	250,000	250,000	--	--
James Burton Anderson	500,000	500,000	--	--
Kelly Berry	1,063	1,063	--	--
Daniel J Breen/Ryan Breen	37,151	37,151	--	--
Jayne Breen	860,000	860,000	--	--
John Breen	22,291	22,291	--	--
Nakai Breen	5,309	5,309	--	--
Ryan Breen	5,010,615	1,000,000	4,010,615	4.01 %
Mark Brewster	534	534	--	--
Richard Bridgeforth	43,186	43,186	--	--
Buena Vista Consultant LLC (1)	3,186	3,186	--	--
Candice Bullis	1,063	1,063	--	--
Mindy Bullis	2,124	2,124	--	--
Michelle Cammaran	532	532	--	--
Kiante Devaun Carroll	5,309	5,309	--	--
CFO Solutions LLC (2)	3,077	3,077	--	--
CH Capital LLC (3)	53,070	53,070	--	--
Charles Castelli	50,000	50,000	--	--
Jessica M Cox	2,124	2,124	--	--
John D’Andrea	5,309	5,309	--	--
Dale R Johnson	120,000	120,000	--	--
Philip Doyley	2,124	2,124	--	--
David A Eckert	132,970	132,970	--	--

FMTC Roth Ira FBO David A Eckert	19,696	19,696	--	--
Elliott Kwestels	128,000	128,000	--	--
Charlotte Elliott & Gary Elliott	3,186	3,186	--	--
Aimee Elliott	5,309	5,309	--	--
Fred Erickson	2,124	2,124	--	--
Experimental Schools Corporation of Arizona (4)	2,124	2,124	--	--
Joseph Feeney	2,124	2,124	--	--
Larry Fuller	2,030	2,030	--	--
Joe & Theresia Gantenhammer	1,594	1,594	--	--
GEM Management Group LLC Nicole Breen	19,947,520 (10)	305,505	19,642,015 (10)	19.58 %
Christopher Gewelke	1,063	1,063	--	--
Peter Gilboy	2,656	2,656	--	--
Lawrence Gochioco	2,000	2,000	--	--
Malcolm Gochioco	1,000	1,000	--	--
Niels Karsten Gudell	2,124	2,124	--	--
Shaddine Gum	1,063	1,063	--	--
Whitney Gum	1,063	1,063	--	--
Darren Hamans	10,000	10,000	--	--
Chris Harriman	124,601	124,601	--	--
Camille Hartmetz	532	532	--	--
JB Henrickson	12,303	12,303	--	--
Scott Hill	13,170	13,170	--	--
Sandra Hogan	3,000	3,000	--	--
Arnold Hollander	1,063	1,063	--	--
Richard Huff	1,063	1,063	--	--
Scott Douglas Hurley	1,063	1,063	--	--
Rudy Ingersoll	2,124	2,124	--	--
Jeff Miller	240,000	240,000	--	--
Dale Johnson	94	94	--	--
KGP Consulting LLC (5)	1,063	1,063	--	--
Gurutej Kaur Khalsa	1,063	1,063	--	--
RBC Capital Markets LLc Cust FBO Elliot Kwestels	8,000	8,000	--	--
Brenda L Damarin TTEE	2,000	2,000	--	--
Ashley Jason Lee	1,063	1,063	--	--
Craig Lee	532	532	--	--
Edward E Lehman	5,230	5,230	--	--
Roger Leon	1,063	1,063	--	--
Derrick Lewis	2,656	2,656	--	--

Steven Long	2,124	2,124	--	--
Charles Lull	490,063	490,063	--	--
Ashley & Robert Luna	10,615	10,615	--	--
Linda J Martin	21,229	21,229	--	--
Nodar Temuri Maskhulia	1,063	1,063	--	--
Edward Matkoff	55,000	55,000	--	--
Rodger Mattes	2,124	2,124	--	--
Edward Mccullough	1,063	1,063	--	--
Alexandra Miller	2,124	2,124	--	--
Gregory Miller	1,063	1,063	--	--
Gregory Paul Miller	1,099	1,099	--	--
Jaret Miller	6,370	6,370	--	--
Mari Miller	1,063	1,063	--	--
Melissa Miller	1,063	1,063	--	--
Jenny Miranda	532	532	--	--
Robin Mitchell	4,778	4,778	--	--
Flora Nefwani	2,124	2,124	--	--
Jaliyah Nefwani	1,063	1,063	--	--
Kingston Nefwani	1,063	1,063	--	--
Marialice Nichols	6,000	6,000	--	--
Gabriel O’Daniel	5,309	5,309	--	--
Holliegh O’Daniel	5,309	5,309	--	--
Jordan O’Daniel	5,309	5,309	--	--
Kimberly O’Daniel	21,229	21,229	--	--
Ronald Olsen	10,934	10,934	--	--
Ronald C Olsen	1,329	1,329	--	--
Steve Pagac	1,063	1,063	--	--
Patrick Brodnick	240,000	240,000	--	--
Jason & Christina Pawelczyk	2,124	2,124	--	--
Perleberg Enterprises Inc. (6)	1,063	1,063	--	--
Bryan H Perleberg	532	532	--	--
Tyler D Perleberg	532	532	--	--
Michael Peskin	922	922	--	--
Todd Peterson	12,000	12,000	--	--
Robert Pulver	1,063	1,063	--	--
Jessica Raygoza	532	532	--	--
RBC Capital Markets LLC Cust FBO Elliott Kwestels	4,000	4,000	--	--
Keith Regan	4,245	4,245	--	--
Danny Roth	1,000	1,000	--	--
Sal Rutigliano	165,000	165,000	--	--
Alec Noel Sanchez	1,063	1,063	--	--

Jordyn Kane Sanchez	1,063	1,063	--	--
Nicole Sanchez	2,124	2,124	--	--
Barbra Sasselli	1,063	1,063	--	--
Melanie Scopelitus	90,000	90,000	--	--
Kalena Larise Scott	1,063	1,063	--	--
Kimberly Scott	2,124	2,124	--	--
Carmen Seabre	1,700	1,700	--	--
Valerie Seabre	31,842	31,842	--	--
Buddy Shaw	532	532	--	--
Linda Shaw	21,229	21,229	--	--
Linda & Jerry Shaw	5,309	5,309	--	--
Patricia Shouse	1,063	1,063	--	--
Robert Shouse	1,063	1,063	--	--
Sikh Dharma of Phoenix, Inc. (7)	6,370	6,370	--	--
Carmine Simpson	1,500	1,500	--	--
Soul Singh & Meher Kaur Khalsa	5,309	5,309	--	--
Jonathan Smuda	532	532	--	--
Wendy L Starr-Turley	532	532	--	--
Stephanie & Jose Alonso Garcia	1,063	1,063	--	--
Stephen R Murphy	25,000	25,000	--	--
David Summers	1,063	1,063	--	--
Gordan Surran	532	532	--	--
Tanque Verde Baptist Church	10,615	10,615	--	--
Thomas Harrington	102,000	102,000	--	--
Diane Thomas	1,063	1,063	--	--
Diane K Wallace	162	162	--	--
John M Wallace	162	162	--	--
Water of Life Metropolation Community (8)	10,615	10,615	--	--
Benita Watford	6,370	6,370	--	--
Russell Watson	10,615	10,615	--	--
Edward Weaver	1,063	1,063	--	--
Roger Weckworth	1,275	1,275	--	--
Herbert Weiss	2,500	2,500	--	--
Beverly Weiss	5,309	5,309	--	--
Charles Welch	2,230	2,230	--	--
Antonia Whyte	20,000	20,000	--	--
Patrick E Williams	195,850	195,850	--	--
Varooge Yarganian	1,063	1,063	--	--
Jennifer Jill Zavada	1,063	1,063	--	--

Tom Zdroik	1,063	1,063	--	--
Lex Seabre	1,500,000	1,500,000	--	--
Rodger Seabre	1,300,000	1,300,000	--	--
Mary A Williams	145,850	145,850	--	--
Travis Nelson	50,000	50,000	--	--
Amanda Gross	33,000	33,000	--	--
Ted Hadfields	50,000	50,000	--	--
Yuriy Fofanov	50,000	50,000	--	--
Chad Wagner	25,000	25,000	--	--
Russ Karlen	100,000	100,000	--	--
Eric Karlen	20,000	20,000	--	--
Matthew Turner	20,000	20,000	--	--

(1)

Buena Vista Consultant LLC is controlled by Alan Blankenship.

(2)

CFO Solutions LLC is controlled by J.B. Henriksen.

(3)

CH Capital LLC is controlled by Mark Steward.

(4)

Experimental Schools Corporation of Arizona is controlled by Nicholas Sofka.

(5)

KGP Consulting LLC is controlled by Kerri G. Parsons.

(6)

Perleberg Enterprises Inc. is controlled by Dean Perlberg

(7)

Sikh Dharma of Phoenix, Inc. is controlled by Soul Singh Khaksa.

(8)

Water of Life Metropolation Community is controlled by Rev. James Burns.

(9)

Because these shares are held jointly with Daniel J. Breen they are not included in Ryan Breen’s ownership, which is listed separately.

(10)

Includes all shares beneficially-owned by Ms. Nicole Breen, including those in her name, those in children’s names, and those held in the name of GEM Management, LLC.

None of the Selling Shareholders has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates, except as follows:

● Nicole Breen is our Secretary and Treasurer and serves on our Board of Directors.

PLAN OF DISTRIBUTION

We are not offering any of the Selling Shareholders’ securities. These shares may be sold by the Selling Shareholders from time to time at prevailing market prices. We will not receive any of the proceeds from any sale by the Selling Shareholders. The Selling Shareholders may sell or distribute their shares in transactions through underwriters, brokers, dealers or agents from time to time or through privately negotiated transactions, including in distributions to shareholders or partners or other persons affiliated with the Selling Shareholders. If the Selling Shareholder enters into an agreement after the date of this prospectus to sell their shares to a broker-dealer as a principal and that broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement containing this prospectus identifying the broker-dealer and disclosing required information on the plan of distribution. Additionally, prior to any involvement of any broker-dealer in the offering, such broker-dealer must seek and obtain clearance of the underwriting compensation and arrangements from the Financial Industry Regulatory Agency.

Penny Stock Rules / Section 15(g) of the Exchange Act

Our shares may be considered penny stock covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors who are generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 (including spouse's net worth and may include the fair market value of home furnishings and automobiles, but excluding from the calculation the value any primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)) or annual income exceeding $200,000 or $300,000 jointly with their spouses.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person’s compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approved the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination and that it is unlawful to effect the transaction without written authorization for the transaction from the customer.

The application of the penny stock rules may affect your ability to resell your shares due to broker-dealer reluctance to undertake the above-described regulatory burdens.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001. As of June 30, 2017, there are 99,991,020 shares of our common stock issued and outstanding, held by approximately 258 shareholders of record. There are no shares of our preferred stock outstanding as of the date of this filing.

Common Stock . Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stockare entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, theholders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Dividend Policy . We have never issued any dividends and do not expect to pay any stock dividend or any cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared on our common stock in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

Preferred Stock . We are authorized to issue 20,000,000 shares of preferred stock, par value $0.001. We have not issued, nor established any series for, any of our preferred stock. Our preferred stock is “blank check preferred” whereby our Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further shareholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control. On January 14, 2015, our Board of Directors approved the creation of a class of preferred stock to be entitled “Series B Convertible Preferred Stock” with the following rights and preferences: (i) no dividend rights; (ii) no liquidation preference over the Company’s common stock; (iii) conversion rights into shares of common stock at a ratio of 20 shares of common stock for each share of Series B Convertible Preferred Stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) voting rights on an “as converted” basis on all matters properly brought before our common stockholders for a vote. This class of preferred stock has not been created yet and no shares have been issued, but we agreed to create this class of preferred stock and issue shares as set forth in the employment agreements we have with Glenn E. Martin, Nicole Breen and Ryan Breen, as detailed herein.

INTEREST OF NAMED EXPERTS AND COUNSEL

Law Offices of Craig V. Butler serves as our legal counsel in connection with this offering. Mr. Butler does not own any of our securities.

DESCRIPTION OF BUSINESS

General

Using annotated genomic data and newly generated phenotypic data, Sangre plans to identify and isolate regions of the plant genome which are related to growth, synthesis of desired molecules, and drought and pest resistance. This complex data set would then be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical and patient community. This breeding program would produce new seed stocks and clones, which we plan on patenting. If successful this intellectual property should generate immense value for the Company. After developing a comprehensive understanding of the annotated genome of a variety of cannabis strains, and obtaining intellectual property protection over the most promising strains, we plan to provide the blueprints for the development of significant medicinal products for the treatment of human diseases including, but not limited to, autism pediatric brain cancer, PTSD, epilepsy, chronic pain, and Crohn’s disease.

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, WEED Inc has formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, however the entity has been dormant since its inception.

Our website is www.weedunitedstates.com.

Cannabis Genomic Study

After more than 40 years of illicit, underground breeding programs, the genetic integrity of Cannabis has been significantly degraded. Our subsidiary, Sangre AT, LLC (“Sangre”) plans to use a gene-based breeding program to root out inferior cultivars and replace them with fully-validated and patentable cultivars which produce consistent plant products for the medicinal markets. We believe our unique gene-based breeding program will improve cultivars and introduce integrity, stability, and quality to the market in the following ways:

● Accelerated and optimized growth rates; modern genomic resources will enhance traditional breeding methods

● Generation of new cultivars, accelerating and perfecting the art of selective breeding

● Provide the ability to assay for specific genes within the crop, which is critical to strain tracking and market quality assurance

● Improve disease and drought resistance

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

● Improved therapeutic properties

● New therapies for migraines/chronic pain, epilepsy, cancer, PTSD, chronic head injury, and others

● Enhanced opportunities for new drug discovery through collaborations with national medical research and treatment centers and Bio-pharma companies

● Development and protection of intellectual property

The Research Plan

In order to achieve the desired results outlined above, Sangre has developed a research plan entitled the “Cannabis Genomic Study.” The goal of the study is to complete a global genomic classification of the Cannabis plant genus. Once the classification is complete, the research team plans to develop new cannabis strains that show the highest likelihood of being successful in the treatment of a variety of human diseases, test those strains and then work to produce those strains in a medicinal form for the treatment of disease. The research plan will be conducted using the following steps: Extraction, Purification, Sequencing. Annotation, and Cloning (micro-propagation).

Extraction : The extraction of genomic DNA from cannabis is a complex process of cell lysis and DNA recovery. Sangre AgroTech has evaluated, updated, and validated new methods for DNA recovery.

Purification : Using next generation purification chemistries, the DNA is cleaned and concentrated for downstream applications.

Sequencing : The Cannabis DNA is sequenced using both the Illumina MiSeq and MinIon instruments.

Annotation : The genomic data is assembled and annotated using proprietary bioinformatic systems and the data provided to the Sangre AgroTech genetic breeders and cellular cloners.

Cloning : Through this process, new, high-value cannabis strains are developed.

The objectives of the research plan are as follows:

Technical Objective 1 : Using two next generation sequencing platforms and proprietary bioinformatics programs, we will sequence five cultivars of Cannabis, and generate fully annotated genomic data.

Technical Objective 2 : Using the selected cultivars, backcross and forward hybridization studies will be performed to produce a new generation of stock. The progeny of these crosses will be grown, genetically finger-printed, and introduced to the market under patent protection. Up-selection and cultivation of cultivars for quality assurance.

Technical Objective 3 : Genotypic and phenotypic measurements of the offspring will be performed using Next Generation Sequence Analysis, Genotyping, and Phenotyping analysis. Product focus groups will evaluate new cultivars. Patent protection will be initiated for new cultivars which meet product development criteria.

Technical Objective 4 : Utilize gene-driven breeding of up-selected cultivars to initiate the generation of “designer” cultivars for clinical research.

Technical Objective 5 : Market placement of selected, genetically enhanced cultivars for the medicinal and bio-pharma markets.

Competitive Advantages

Sangre’s research and development team works with next generation sequencing (NGS) and emerging third generation instruments, and has developed the most advanced proprietary bioinformatics data systems available. Sangre uses a unique two sequencing approach. One system provides DNA reads of up to 300,000 base pair reads and an NGS system which provides highly accurate short reads. This allows the genomic data to be assembled in a scaffold construct; the long reads forming the scaffold and the short reads providing highly accurate verification and quality assurance of the genomic data. This approach, together with the bioinformatics program, facilitates a highly accurate construct of the Cannabis genome which can be annotated and facilitate gene discovery and gene location. Sangre combination of personnel, skill-sets, and data analytics capabilities will allow us to accomplish our goals in months, rather than years.

Using annotated genomic data and newly generated phenotypic data, we plan to identify and isolate regions of the genome which are related to growth, synthesis of desired molecules, and environmental compatibility. This complex data set will be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical community. This breeding program will produce new seed stocks, clones, cultivars, and intellectual property which will generate value for the business organization.

Sangre will develop a translational breeding program to establish a new collection of Cannabis cultivars for the national market. Using genetic screening technology and micro-propagation, cultivars can be up-selected for specific traits and grown to address the needs of consumers in the medicinal and drug discovery markets. The combination of next generation genomics, selective hybridization, and In Vitro cloning provide us with the tools to enhance new cultivars of patentable Cannabis.

Marketing

We have not developed a marketing plan and do not intend to until we are in the latter stages of the Cannabis Genomic Study and believe we have strains that are marketable for the treatment of disease. At that time we plan to develop a marketing plan for our newly-developed strains of Cannabis. We believe that if we are successful in developing strains of Cannabis that effectively treat human diseases then the market for our products will be a vibrant market.

Manufacturing

We are not currently manufacturing any products and do not intend to do so until we are in the latter stages of the Cannabis Genomic Study and believe we have strains that are marketable for the treatment of disease such that we could begin the manufacturing of such products, either in-house or through relationships with third party companies. We do not currently have any relationships with third party companies for the manufacturing of any products.

Competition

As Cannabis has moved through the legalization process in North America, research groups in Canada and the Unites States have initiated work on understanding the Cannabis genome.

Next Generation Sequencing

Next-generation sequencing (NGS), introduced nearly ten years ago, is the catch-all term used to describe several sequencing technologies including:

● Illumina (Solexa) sequencing

● Roche 454 sequencing

● Ion torrent: Proton / PGM sequencing

● SOLiD sequencing

These recent sequencing technologies allow scientists to sequence DNA and RNA much more quickly and cheaply than the previously used Sanger sequencing, and as such, have greatly expanded the study of genomics and molecular biology. Numerous laboratories within the Cannabis community are currently employing this technology.

Colorado State University – Boulder

To the best of our knowledge, Colorado State University – Boulder is conducting a Cannabis Genomic Research Initiative, which is currently seeking to describe the Cannabis genome. The data generated through this effort is provided through the public domain to growers in an effort to stimulate the production of new, high-value stains of Cannabis. .

Anandia Labs

Anandia Labs is conducting work in the area of Cannabis genomics based on sequence work which was completed in 2011. The sequencing work conducted was based on “next generation sequencing” technology and resulted in the generation of tens-of-thousands of DNA segments that have yet to be completely and correctly reassembled. Much of the sequence data that was generated through their sequencing efforts has been placed into the public domain and shared with other laboratories. In some instances, the data has been found to be less than accurate.

Phylos Biosciences

Phylos Biosciences is currently using DNA-based genetic fingerprinting to establish relationships between strains and to assist in the development of phenotypic databases to accelerate traditional breeding programs. Phylos Biosciences has a primary goal of bringing clarity to the Cannabis market and promote the generation of IP held by individual growers. To the best of our knowledge, Phylos Biosciences is not engaged in whole genome sequencing and is not engaged in any genetic enhancements of the Cannabis strains. They simply supply genetic data to their customer base to more effectively drive the traditional breeding process.

New West Genetics

New West Genetics aims to improve and develop industrial hemp as a viable crop for the United States. New West Genetics seeks to exploit the diverse end uses of hemp and optimize the genetics of hemp to create a lucrative crop to add to the rotation of US farmers. Industrial hemp’s uses and potential are as great as many major crops, if not more. We believe NWG is utilizing modern sequencing technology and statistical genomics approaches to understand these factors as they apply to hemp production in states where it is legal to grow. Understanding the genotype to phenotype map will be increasingly useful for expanding production of hemp.

Intellectual Property

Currently, we do not have any patents, but consider certain elements of our Cannabis Genomic Study to be trade secrets and we protect it as our intellectual property. In the future, if we are successful in identifying certain Cannabis strains as promising for the treatment of diseases we will seek to patent those strains.

Government Regulation

Further, and while we do not intend to harvest, distribute or sell cannabis, if we conduct research with the cannabis plant or lease buildings to growers of marijuana, etc., we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

Sangre Agreement

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.

Employees

As of June 30, 2017 we employed three persons on a full time basis, namely Glenn E. Martin, Nicole Breen and Ryan Breen. Sangre contracts with two individuals on full-time basis and three individuals on a part-time basis. All these individuals are independent contractors.

La Veta, Co. Property

On July 26, 2017, we acquired property located in La Veta, Colorado in order for Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The site includes a 10,000+ sq. ft. building that will house Sangre’s genomic research facility, a 4,000+ square foot building for plant product analytics and plant product extraction, a 3,500 sq. ft. corporate office center, and 25 RV slots with full water and electric, which we plan to convert into a series of small research pods. Under the terms of the purchase agreement, we paid $525,000 down, including 25,000 shares of our common stock, and Sangre took immediate possession of the property. We are obligated to pay an additional $400,000 in cash and issue an additional 75,000 shares of our common stock over the next two years in order to pay the entire purchase price. We estimate it will take approximately $675,000 in order to convert the existing buildings into the facilities necessary for Sangre AgroTech to conduct its research, plus an additional $1,000,000 for security & ground buildout. An additional $1 million for scientific equipment has been ordered for plant production and product extraction. We plan to complete the initial property renovations by Q1 of 2018. The equipment is scheduled to be delivered in Q2 2018. We will need to raise additional funds in order to pay the remainder of the purchase price, as well as to complete the planned renovations.

ORGANIZATION WITHIN LAST FIVE YEARS

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.

These changes were effected 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..

DESCRIPTION OF PROPERTY

Our company headquarters and executive offices are located at 4920 N. Post Trail, Tucson, AZ 85750. Our offices are currently located in office space provided by our President on a month-to-month basis at a monthly rent of $1,000, which began on April 1, 2017. Our office space is approximately 1,000 square feet. We also maintain two virtual office locations, located at 1 South Church Avenue, Suite 1200, Tucson, AZ 85750, and 3960 Howard Hughes Parkway, Suite 500, Las Vegas NV 89169.

LEGAL PROCEEDINGS

We are not currently involved in any 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.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our stock is quoted on the OTC Markets’ “Pink Current Information” tier under the symbol “BUDZ.” We were originally quoted over-the-counter on November 2009. We have 99,991,020 shares of our common stock outstanding. The following table sets forth the high and low bid information for each quarter within the two most recent fiscal years, as estimated based on information on OTC Markets. The information reflects prices between dealers, and does not include retail markup, markdown, or commission, and may not represent actual transactions.

		Bid Prices
Fiscal Year Ended December 31,	Period	High	Low

2016	First Quarter	$ 0.13	$ 0.043
	Second Quarter	$ 0.10	$ 0.055
	Third Quarter	$ 0.14	$ 0.07
	Fourth Quarter	$ 0.89	$ 0.15

2015	First Quarter	$ 0.115	$ 0.07
	Second Quarter	$ 0.10	$ 0.06
	Third Quarter	$ 0.085	$ 0.05
	Fourth Quarter	$ 0.08	$ 0.043

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

There is currently no outstanding options to purchase WEED, Inc. common stock. We do not have any convertible debentures outstanding that permit the holder to convert the outstanding obligation into shares of our common stock.

The number of holders of record of shares of our common stock is Two Hundred Fifty Eight (258).

There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.

We have not adopted any stock option or stock bonus plans.

FINANCIAL STATEMENTS

Index to Financial Statements

Independent Auditors’ Report		F-1
Consolidated Balance Sheets of WEED, Inc. as of December 31, 2016 and 2015		F-2
Consolidated Statements of Operations of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-3
Consolidated Statements of Changes in Stockholders’ Equity of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-4
Consolidated Statements of Cash Flows of WEED, Inc. for the Years Ended December 31, 2016 and 2015		F-5
Notes to Financial Statements		F-6


Consolidated Balance Sheets of WEED, Inc. as of March 31, 2017 (Unaudited)		F-21
Consolidated Statement of Operations of WEED, Inc. for the Three Months Ended March 31, 2017 and 2016 (Unaudited)		F-22
Consolidated Statements of Cash Flows of WEED, Inc. for the Three Months Ended March 31, 2017 and March 31, 2016 (Unaudited)		F-23
Notes to Condensed Consolidated Financial Statements		F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Weed, Inc.

We have audited the accompanying balance sheets of Weed, Inc. as of December 31, 2016 and 2015, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2016. Weed, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Weed, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

Houston, Texas

August 11, 2017

F-1

WEED, INC. (Formerly United Mines, Inc.)
BALANCE SHEETS


	December 31,	December 31,
	2016	2015
ASSETS

Current assets:
Cash	$ 231	$ 7
Prepaid expenses	5,053	2,067
Total current assets	5,284	2,074

Property and equipment, net	264	394

Total assets	$ 5,548	$ 2,468


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$ 35,661	$ 51,748
Accrued officer compensation	157,505	86,000
Accrued interest	36,760	32,022
Convertible notes payable	35,000	35,000
Notes payable, related parties	16,300	13,300
Total current liabilities	281,226	218,070

Commitments and contingencies	-	-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, no shares designated, issued and outstanding	-	-
Common stock, $0.001 par value, 200,000,000 shares
authorized, 103,953,307 and 61,118,307 shares issued and
outstanding at December 31, 2016 and 2015, respectively	103,953	61,118
Additional paid in capital	15,219,762	11,056,712
Subscriptions payable, consisting of -0- and 1,770,000
shares at December 31, 2016 and 2015, respectively	-	114,990
Accumulated deficit	(15,599,393 )	(11,448,422 )
Total stockholders' equity (deficit)	(275,678 )	(215,602 )

Total liabilities and stockholders' equity (deficit)	$ 5,548	$ 2,468

The accompanying notes are an integral part of these financial statements.

F-2

WEED, INC. (Formerly United Mines, Inc.)
STATEMENTS OF OPERATIONS


	For the Years
	Ended December 31,
	2016	2015

Revenue	$ -	$ -

Operating expenses:
General and administrative	2,211,787	594,446
Professional fees	1,933,733	639,149
Depreciation and amortization	130	130
Total operating expenses	4,145,650	1,233,725

Net operating loss	(4,145,650 )	(1,233,725 )

Other expense:
Interest expense	(5,321 )	(4,824 )

Net loss	$ (4,150,971 )	$ (1,238,549 )


Weighted average number of common shares
outstanding - basic and fully diluted	71,250,288	54,390,978

Net loss per share - basic and fully diluted	$ (0.06 )	$ (0.02 )

The accompanying notes are an integral part of these financial statements.

F-3

WEED, INC. (Formerly United Mines, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


					Additional			Total
	Preferred Stock		Common Stock		Paid-In	Subscriptions	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Capital	Payable	Deficit	Equity (Deficit)

Balance, December 31, 2014	-	$ -	44,333,307	$ 44,333	$ 9,901,547	$ 156,100	$ (10,209,873 )	$ (107,893 )

Common stock sold for cash	-	-	555,000	555	60,945	(37,500 )	-	24,000

Common stock issued for services, related parties	-	-	12,000,000	12,000	828,000	-	-	840,000

Common stock issued for services	-	-	4,230,000	4,230	266,020	(3,610 )	-	266,640

Imputed interest on non-interest bearing related party debts	-	-	-	-	200	-	-	200

Net loss for the year ended December 31, 2015	-	-	-	-	-	-	(1,238,549 )	(1,238,549 )

Balance, December 31, 2015	-	$ -	61,118,307	$ 61,118	$ 11,056,712	$ 114,990	$ (11,448,422 )	$ (215,602 )

Common stock sold for cash	-	-	325,000	325	69,675	-	-	70,000

Common stock issued for down payment on land purchase	-	-	50,000	50	42,450	-	-	42,500

Common stock issued for services, related parties	-	-	36,000,000	36,000	3,564,000	-	-	3,600,000

Common stock issued for services	-	-	6,460,000	6,460	486,342	(114,990 )	-	377,812

Imputed interest on non-interest bearing related party debts	-	-	-	-	583	-	-	583

Net loss for the year ended December 31, 2016	-	-	-	-	-	-	(4,150,971 )	(4,150,971 )

Balance, December 31, 2016	-	$ -	103,953,307	$ 103,953	$ 15,219,762	$ -	$ (15,599,393 )	$ (275,678 )

The accompanying notes are an integral part of these financial statements.

F-4

WEED, INC. (Formerly United Mines, Inc.)
STATEMENTS OF CASH FLOWS


	For the Years
	Ended December 31,
	2016	2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (4,150,971 )	$ (1,238,549 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation	130	130
Imputed interest on non-interest bearing related party debts	583	200
Shares issued for down payment on land purchase	42,500	-
Shares issued for services, related parties	3,600,000	840,000
Shares issued for services	377,812	266,640
Decrease (increase) in assets:
Prepaid expenses	(2,986 )	7,956
Increase (decrease) in liabilities:
Accounts payable	(16,087 )	19,199
Accrued compensation	71,505	74,000
Accrued interest	4,738	4,624
Net cash used in operating activities	(72,776 )	(25,800 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, related parties	16,005	1,300
Repayments on notes payable, related parties	(13,005 )	(5,115 )
Proceeds from the sale of common stock	70,000	24,000
Net cash provided by financing activities	73,000	20,185

NET CHANGE IN CASH	224	(5,615 )
CASH AT BEGINNING OF PERIOD	7	5,622

CASH AT END OF PERIOD	$ 231	$ 7

SUPPLEMENTAL INFORMATION:
Interest paid	$ -	$ -
Income taxes paid	$ -	$ -

The accompanying notes are an integral part of these financial statements.

F-5

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

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.

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.

Cash and Cash Equivalents

We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents on hand for the periods presented herein.

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.

Property and Equipment

Property and equipment is stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Software	3 years
Furniture and fixtures	5 years
Equipment	5-7 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations.

F-6

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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. The Company’s stock based compensation consisted of the following during the years ended December 31, 2016 and 2015, respectively:

	December 31,	December 31,
	2016	2015

Common stock issued for down payment on land purchase	$ 42,500	$ -
Common stock issued for services, related parties	3,600,000	840,000
Common stock issued for services	377,812	266,640
Total stock based compensation	$ 4,020,312	$ 1,106,640

Revenue Recognition

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 on the MMJ business. The Company also did not recognize revenues from its previous mining operations during the periods presented herein.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $-0- and $-0- for the years ended December 31, 2016 and 2015, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

F-7

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recently Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reportingunit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company intends to early adopt the ASU in 2017.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers . ASU 2016-20 amended guidance regarding accounting for Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. When effective, this standard will replace most existing revenue recognition guidance in generally accepted accounting principles (“GAAP”). The standard also requires more detailed disclosures and provides additional guidance for transactions that were not comprehensively addressed in GAAP. This guidance is required to be adopted by us in the first quarter of fiscal 2019 by either recasting all years presented in our financial statements or by recording the impact of adoption as an adjustment to retained earnings at the beginning of the year of adoption. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties that are under Common Control . The amendments in this Update improve GAAP involving situations consisting of common control, wherein a single decision maker focuses on the economics to which it is exposed when determining whether it is the primary beneficiary of a variable interest entity (“VIE”) before potentially evaluating which party is most closely associated with the VIE. ASU 2016-17 is effective for public entities for fiscal periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was not recognized until the asset was sold to an outside party. This amendment should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. ASU 2016-16 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, earlier adoption should be in the first interim period if an entity issues interim financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

F-8

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

No other new accounting pronouncements, issued or effective during the years ended December 31, 2016 and 2015, have had or are expected to have a significant impact on the Company’s financial statements.

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 $15,599,393, and had negative working capital of ($275,942) at December 31, 2016. 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 7 below.

Common Stock

On October 1, 2016, the Company granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $700,000 based on the closing price of the Company’s common stock on the date of grant.

In addition, on October 1, 2016, the Company granted a total of 14,000,000 shares of common stock to Mr. Martin for services performed pursuant to his previous employment agreement. The total fair value of the common stock was $1,400,000 based on the closing price of the Company’s common stock on the date of grant.

On October 1, 2016, the Company granted 4,000,000 shares of common stock to a related party as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $400,000 based on the closing price of the Company’s common stock on the date of grant.

In addition, on October 1, 2016, the Company granted a total of 8,000,000 shares of common stock to a related party for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $800,000 based on the closing price of the Company’s common stock on the date of grant.

On October 1, 2016, the Company granted 1,000,000 shares of common stock to a related party as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $100,000 based on the closing price of the Company’s common stock on the date of grant.

In addition, on October 1, 2016, the Company granted a total of 2,000,000 shares of common stock to a related party for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $200,000 based on the closing price of the Company’s common stock on the date of grant.

On January 1, 2015, the Company granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, for services performed. The total fair value of the common stock was $490,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

F-9

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

On January 1, 2015, the Company granted 4,000,000 shares of common stock to a related party for services performed. The total fair value of the common stock was $280,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

On January 1, 2015, the Company granted 1,000,000 shares of common stock to a related party for services performed. The total fair value of the common stock was $70,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

A total of $157,505 and $86,000 of officer compensation was unpaid and outstanding at December 31, 2016 and 2015, respectively.

Capital Contributions

The Company imputed interest on non-interest bearing, related party loans, resulting in a total of $583 and $200 of contributed capital during the years ended December 31, 2016 and 2015, 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.

F-10

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2016 and 2015, respectively:

	Fair Value Measurements at December 31, 2016
	Level 1	Level 2	Level 3
Assets
Cash	$ 7	$ -	$ -
Total assets	7	-	-
Liabilities
Convertible notes payable	-	35,000	-
Notes payable, related parties	-	16,300	-
Total liabilities	-	51,300	-
	$ 7	$ (51,300 )	$ -

	Fair Value Measurements at December 31, 2015
	Level 1	Level 2	Level 3
Assets
Cash	$ 7	$ -	$ -
Total assets	7	-	-
Liabilities
Convertible notes payable	-	35,000	-
Notes payable, related parties	-	13,300	-
Total liabilities	-	48,300	-
	$ 7	$ (48,300 )	$ -

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 years ended December 31, 2016 or the year ended December 31, 2015.

Note 5 – Property and Equipment

Property and equipment consist of the following at December 31, 2016 and 2015, respectively:

	December 31,
	2016	2015
Office equipment	$ 650	$ 650
Less accumulated depreciation	(386 )	(256 )
	$ 264	$ 394

Depreciation and amortization expense totaled $130 and $130 for the years ended December 31, 2016 and 2015, respectively.

F-11

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

Note 6 – Convertible Notes Payable

Convertible notes payable consist of the following at December 31, 2016 and 2015, respectively:

	December 31,	December 31,
	2016	2015

On December 7, 2007, the Company issued a 10% note payable to the Lebrecht Group, PC (“Lebrecht Note”) for services rendered related to the registration of certain securities of the Company. The note and accrued interest were due December 7, 2008 and at the option of the holder payable in full on the maturity date or in 12 monthly payments beginning on the maturity date. The note and accrued interest are convertible to common shares at any time at the option of the holder at 75% of the average closing bid price on the five trading days immediately preceding the conversion. Management estimates, at this time, that 1,650,000 shares may be issued if this conversion feature is exercised. In accordance with generally accepted accounting principles, the 25% discount to market related to the beneficial conversion feature has been reported as a component of additional paid in capital. Additionally, since this represents a prepayment for services related to a future public offering, management had elected to offset the cost to future capital raised as a result of the offering, if any. Currently in default.	$ 35,000	$ 35,000
Total convertible notes payable	35,000	35,000
Less unamortized debt discounts:
Discount on beneficial conversion feature	-	-
Convertible notes payable (in default)	$ 35,000	$ 35,000

The Company recognized interest expense related to the convertible debts for the years ended December 31, 2016 and 2015, respectively, as follows:

	December 31,	December 31,
	2016	2015

Interest	$ 3,500	$ 3,500
Amortization of beneficial conversion feature	-	-
Total interest expense	$ 3,500	$ 3,500

In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

Furthermore, the Company confirmed and agreed with Lebrecht Law Group, PC that they would not force the Company to settle in shares of common stock in the event there are not enough authorized shares at time of conversion.

F-12

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

Note 7 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at December 31, 2016 and 2015, respectively:

	December 31,	December 31,
	2016	2015

On various dates, the Company received advances from the Company’s CEO. The unsecured non-interest bearing loans were due on demand. The loans were repaid in full over various dates from March 15, 2016 through November 3, 2016.	$ -	$ -

On August 23, 2016, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from an affiliate, bearing interest at 10% per annum.	3,000	-

On January 21, 2015, the Company received an unsecured loan in the amount of $1,300, due on demand from an affiliate, bearing interest at 10% per annum.	1,300	1,300

On April 12, 2010, the Company received an unsecured, non-interest bearing loan in the amount of $2,000, due on demand from an affiliate. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum.	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 an affiliate.	10,000	10,000

Notes payable, related parties	$ 16,300	$ 13,300

The Company recorded interest expense in the amount of $1,821 and $1,324 for the years ended December 31, 2016 and 2015, respectively, including imputed interest expense in the amount of $583 and $200 for the years ended December 31, 2016 and 2015, respectively related to notes payable, related parties.

Note 8 – Commitments and Contingencies

On November 8, 2016, the Company entered into an agreement with Gregory DiPaolo’s Pro Am Golf, LLC to acquire land currently housing a golf course and restaurant. The total purchase price of $1,600,000 is to be paid with a deposit of 50,000 shares of common stock, followed by cash of $1,250,000 and 300,000 shares of the Company’s common stock to be delivered at closing. The deposit of 50,000 shares issued as a deposit was $42,500 based on the closing price of the Company’s common stock on the date of grant. The Company subsequently closed on the property on July 27, 2017.

On September 30, 2014, the majority of shareholders approved a Settlement Agreement dated December 11, 2013 and signed on August 19, 2014 pursuant to Case No. C20125545 in the Superior Court of the State of Arizona, whereby among other provisions, the Plaintiffs, consisting of United Mines, Inc. (“UMI”) and its then principals, agreed to the cancellation of a total of 4,820,953 shares of common stock and control of the Company in exchange for (i) sixty five (65) of the unpatented Bureau of Land Management (“BLM”) mining claims, the mill site, buildings and equipment, (ii) the four (4) Arizona State Land Department Exploration Permits registered to the Company, (iii) any permits, financial and reclamation guaranties, bonds and licenses connected with the foregoing assets. In addition, thirty-three (33) unpatented BLM mining claims remained the property of UMI, along with any associated permits, financial and reclamation guaranties, bonds, licenses, and the rights to the corporation, the corporation’s name, stock symbol, or any other asset of UMI, shall remain the property of UMI under the management of Glenn E. Martin. As of the date of this report, the Plaintiffs have not surrendered the stock certificates to the Company.

Note 9 – 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.

F-13

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

Common Stock Sales (2016)

On October 31, 2016, the Company sold 50,000 units at $0.10 per unit, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 25, 2016, the Company sold 150,000 units at $0.3333 per unit, consisting of 150,000 shares of common stock and warrants to purchase 150,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 19, 2016, the Company sold 25,000 units at $0.20 per unit, consisting of 25,000 shares of common stock and warrants to purchase 25,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 19, 2016, the Company sold 100,000 units at $0.10 per unit, consisting of 100,000 shares of common stock and warrants to purchase 100,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $10,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock Sales (2015)

On August 17, 2015, the Company sold 90,000 units at $0.10 per unit, consisting of 90,000 shares of common stock and warrants to purchase 90,000 shares of common stock at an exercise price of $0.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $9,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On February 20, 2015, the Company sold 40,000 units at $0.25 per unit, consisting of 40,000 shares of common stock and warrants to purchase 100,000 shares of common stock at an exercise price of $0.75 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $10,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 30, 2015, the Company sold 50,000 units at $0.10 per unit, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $0.75 per share, exercisable until December 31, 2015, in exchange for total proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock in Satisfaction of Subscriptions Payable (2016)

On October 27, 2016, the Company issued a total of 4,650,000 shares of common stock in satisfaction of common stock granted during the year ended December 31, 2015, in the aggregate value of $304,302.

Common Stock Issued as Down Payment for Land Purchase (2016)

On November 8, 2016, the Company granted 50,000 shares of common stock as a good faith deposit on a potential land purchase agreement that has not yet closed, as the Company does not currently have sufficient resources. The total fair value of the common stock was $42,500 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Issued for Services, Related Parties (2016)

F-14

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

Common Stock Issued for Services (2016)

On October 19, 2016, the Company granted 10,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,500 based on the closing price of the Company’s common stock on the date of grant.

On September 28, 2016, the Company granted 600,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of the Company’s common stock on the date of grant.

On September 28, 2016, the Company granted 600,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of the Company’s common stock on the date of grant.

On September 28, 2016, the Company granted 600,000 shares of common stock to a third consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of the Company’s common stock on the date of grant.

On July 1, 2016, the Company granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $35,000 based on the closing price of the Company’s common stock on the date of grant.

On July 1, 2016, the Company granted 500,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $35,000 based on the closing price of the Company’s common stock on the date of grant.

On March 18, 2016, the Company granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $5,820 based on the closing price of the Company’s common stock on the date of grant.

On March 18, 2016, the Company granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $48,500 based on the closing price of the Company’s common stock on the date of grant.

On March 18, 2016, the Company granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $11,640 based on the closing price of the Company’s common stock on the date of grant.

On February 12, 2016, the Company granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $5,832 based on the closing price of the Company’s common stock on the date of grant.

On February 1, 2016, the Company granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $22,000 based on the closing price of the Company’s common stock on the date of grant.

On February 1, 2016, the Company granted 500,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $22,000 based on the closing price of the Company’s common stock on the date of grant.

On February 1, 2016, the Company granted 20,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $880 based on the closing price of the Company’s common stock on the date of grant.

F-15

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

On February 1, 2016, the Company granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $2,640 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Issued for Services (2015)

On November 25, 2015, the Company granted 500,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On November 1, 2015, the Company granted 260,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $20,800 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On October 1, 2015, the Company granted 600,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $33,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On September 24, 2015, the Company granted 100,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $5,500 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On September 1, 2015, the Company granted 250,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $21,250 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On August 12, 2015, the Company granted 60,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $4,440 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

On April 1, 2015, the Company granted 600,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $48,000 based on the closing price of the Company’s common stock on the date of grant.

On April 1, 2015, the Company granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $40,000 based on the closing price of the Company’s common stock on the date of grant.

On March 16, 2015, the Company granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $4,000 based on the closing price of the Company’s common stock on the date of grant.

On March 16, 2015, the Company granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $4,800 based on the closing price of the Company’s common stock on the date of grant.

On March 16, 2015, the Company granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $9,600 based on the closing price of the Company’s common stock on the date of grant.

On March 16, 2015, the Company granted 40,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $3,200 based on the closing price of the Company’s common stock on the date of grant.

On March 16, 2015, the Company granted 40,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $3,200 based on the closing price of the Company’s common stock on the date of grant.

On February 20, 2015, the Company granted 240,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $21,600 based on the closing price of the Company’s common stock on the date of grant.

On February 12, 2015, the Company granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,850 based on the closing price of the Company’s common stock on the date of grant.

F-16

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

On January 1, 2015, the Company granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,400 based on the closing price of the Company’s common stock on the date of grant.

Capital Contributions

Note 10 – Common Stock Warrants

Common Stock Warrants Granted (2016)

On October 31, 2016, the Company sold warrants to purchase 50,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 50,000 shares of common stock. The relative fair value of the 50,000 common stock warrants using the Black-Scholes option-pricing model was $914, or $0.01828 per share, based on a volatility rate of 217%, a risk-free interest rate of 0.66% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 25, 2016, the Company sold warrants to purchase 150,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $50,000 in conjunction with the sale of 150,000 shares of common stock. The relative fair value of the 150,000 common stock warrants using the Black-Scholes option-pricing model was $2,725, or $0.01817 per share, based on a volatility rate of 217%, a risk-free interest rate of 0.66% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 19, 2016, the Company sold warrants to purchase 25,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 25,000 shares of common stock. The relative fair value of the 25,000 common stock warrants using the Black-Scholes option-pricing model was $608, or $0.02432 per share, based on a volatility rate of 216%, a risk-free interest rate of 0.65% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 19, 2016, the Company sold warrants to purchase 100,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 100,000 shares of common stock. The relative fair value of the 100,000 common stock warrants using the Black-Scholes option-pricing model was $2,856, or $0.02856 per share, based on a volatility rate of 216%, a risk-free interest rate of 0.65% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock Warrants Granted (2015)

On August 17, 2015, the Company sold warrants to purchase 90,000 shares of common stock at $0.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $9,000 in conjunction with the sale of 90,000 shares of common stock. The relative fair value of the 90,000 common stock warrants using the Black-Scholes option-pricing model was $2,501, or $0.02779 per share, based on a volatility rate of 207%, a risk-free interest rate of 0.40% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

F-17

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

On February 20, 2015, the Company sold warrants to purchase 100,000 shares of common stock at $0.75 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 40,000 shares of common stock. The relative fair value of the 100,000 common stock warrants using the Black-Scholes option-pricing model was $3,179, or $0.03179 per share, based on a volatility rate of 210%, a risk-free interest rate of 0.23% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 30, 2015, the Company sold warrants to purchase 50,000 shares of common stock at $0.75 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 50,000 shares of common stock. The relative fair value of the 50,000 common stock warrants using the Black-Scholes option-pricing model was $1,890, or $0.03781 per share, based on a volatility rate of 212%, a risk-free interest rate of 0.18% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock Warrants Cancelled

No warrants were cancelled during the years ended December 31, 2016 and 2015.

Common Stock Warrants Expired

A total of 190,000 and 325,000 warrants expired during years ended December 31, 2016 and 2015, respectively.

Common Stock Warrants Exercised

No warrants were exercised during the years ended December 31, 2016 and 2015.

The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2016.

				Shares Underlying
Shares Underlying Warrants Outstanding				Warrants Exercisable

		Weighted
	Shares	Average	Weighted	Shares	Weighted
Range of	Underlying	Remaining	Average	Underlying	Average
Exercise	Warrants	Contractual	Exercise	Warrants	Exercise
Prices	Outstanding	Life	Price	Exercisable	Price

$1.50	325,000	9.75 months	$1.50	325,000	$1.50

The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan:

	December 31,	December 31,
	2016	2015

Average risk-free interest rates	0.66 %	0.27 %
Average expected life (in years)	1.0	1.0

The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During the years ended December 31, 2016 and 2015 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.

The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $0.02186 and $0.03154 per warrant granted during the years ended December 31, 2016 and 2015, respectively.

F-18

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

The following is a summary of activity of outstanding common stock warrants:

		Weighted
		Average
	Number of	Exercise
	Shares	Price

Balance, December 31, 2014	275,000	$ 0.50
Warrants expired	(325,000 )	0.54
Warrants granted	240,000	0.66
Balance, December 31, 2015	190,000	$ 0.63
Warrants expired	(190,000 )	0.63
Warrants granted	325,000	1.50
Balance, December 31, 2016	325,000	$ 1.50

Exercisable, December 31, 2016	325,000	$ 1.50

Note 11 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the years ended December 31, 2016 and 2015, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2016 and December 31, 2015, the Company had approximately $10,212,000 and $8,050,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

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

	December 31,	December 31,
	2016	2015
Deferred tax assets:
Net operating loss carry forwards	$ 3,574,200	$ 2,817,500

Net deferred tax assets before valuation allowance	$ 3,574,200	$ 2,817,500
Less: Valuation allowance	(3,574,200 )	(2,817,500 )
Net deferred tax assets	$ -	$ -

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 December 31, 2016 and 2015, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	December 31,	December 31,
	2016	2015

Federal and state statutory rate	35 %	35 %
Change in valuation allowance on deferred tax assets	(35 %)	(35 %)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

F-19

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

Note 12 – Subsequent Events

Common Stock Sales

On January 23, 2017, the Company sold 2,000 units at $2.00 per unit, consisting of 2,000 shares of common stock and warrants to purchase 2,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 23, 2018, in exchange for total proceeds of $4,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 9, 2017, the Company sold 50,000 units at $1.00 per unit, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 9, 2018, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Warrants Exercised

On January 7, 2017, a warrant holder exercised warrants to purchase 2,666 shares of common stock at a strike price of $1.50 in exchange for proceeds of $3,999.

Common Stock Issued for Bartered Assets

On January 18, 2017, the Company exchanged 66,000 units, consisting of 66,000 shares of common stock and warrants to purchase 66,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 18, 2018, in exchange for a 2017 Audi Q7 and a 2017 Audi A4. The total fair value received, based on the market price of the stock at $4.02 per share, was allocated to the $105,132 purchase price of the vehicles and the $160,188 excess value of the common stock and warrants was expensed as stock based compensation.

Common Stock Issued for Services

On March 2, 2017, the Company granted 12,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $34,200 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Cancellations

On January 26, 2017, the Company cancelled a total of 1,000,000 shares of common stock previously granted to two individuals for non-performance of services.

F-20

WEED, INC. (Formerly United Mines, Inc.)
BALANCE SHEETS


	March 31,	December 31,
	2017	2016
ASSETS	(Unaudited)

Current assets:
Cash	$ 167,015	$ 231
Prepaid expenses	40,508	5,053
Total current assets	207,523	5,284

Property and equipment, net	101,158	264

Total assets	$ 308,681	$ 5,548


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$ 22,557	$ 35,661
Accrued officer compensation	177,005	157,505
Accrued interest	37,993	36,760
Convertible notes payable	35,000	35,000
Notes payable, related parties	21,126	16,300
Total current liabilities	293,681	281,226

Commitments and contingencies	-	-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, no shares designated, issued and outstanding	-	-
Common stock, $0.001 par value, 200,000,000 shares
authorized, 103,135,973 and 103,953,307 shares issued and
outstanding at March 31, 2017 and December 31, 2016, respectively	103,136	103,953
Additional paid in capital	15,788,499	15,219,762
Subscriptions payable, consisting of 425,000 and -0- shares
at March 31, 2017 and December 31, 2016, respectively	377,500	-
Accumulated deficit	(16,254,135 )	(15,599,393 )
Total stockholders' equity (deficit)	15,000	(275,678 )

Total liabilities and stockholders' equity (deficit)	$ 308,681	$ 5,548

See accompanying notes to financial statements.

F-21

WEED, INC. (Formerly United Mines, Inc.)
STATEMENTS OF OPERATIONS
(Unaudited)


	For the Three Months
	Ended March 31,
	2017	2016

Revenue	$ -	$ -

Operating expenses:
General and administrative	68,134	24,720
Professional fees	580,986	120,348
Depreciation and amortization	4,238	33
Total operating expenses	653,358	145,101

Net operating loss	(653,358 )	(145,101 )

Other expense:
Interest expense	(1,384 )	(1,227 )

Net loss	$ (654,742 )	$ (146,328 )


Weighted average number of common shares
outstanding - basic and fully diluted	103,393,921	61,118,307

Net loss per share - basic and fully diluted	$ (0.01 )	$ (0.00 )

See accompanying notes to financial statements.

F-22

WEED, INC. (Formerly United Mines, Inc.)
STATEMENTS OF CASH FLOWS
(Unaudited)


	For the Three Months
	Ended March 31,
	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (654,742 )	$ (146,328 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation	4,238	33
Imputed interest on non-interest bearing related party debts	151	69
Shares issued for services	547,138	119,312
Decrease (increase) in assets:
Prepaid expenses	(35,455 )	775
Increase (decrease) in liabilities:
Accounts payable	(13,104 )	1,544
Accrued compensation	19,500	19,500
Accrued interest	1,233	1,158
Net cash used in operating activities	(131,041 )	(3,937 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, related parties	9,000	10,000
Repayments on notes payable, related parties	(4,174 )	(6,000 )
Proceeds from the sale of common stock	292,999	-
Net cash provided by financing activities	297,825	4,000

NET CHANGE IN CASH	166,784	63
CASH AT BEGINNING OF PERIOD	231	7

CASH AT END OF PERIOD	$ 167,015	$ 70

SUPPLEMENTAL INFORMATION:
Interest paid	$ -	$ -
Income taxes paid	$ -	$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of fixed assets acquired in exchange for stock	$ 105,132	$ -

See accompanying notes to financial statements.

F-23

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

The Company has a calendar year end for reporting purposes.

Use of Estimates

Cash and Cash Equivalents

Fair Value of Financial Instruments

Property and Equipment

Software	3 years
Furniture and fixtures	5 years
Equipment	5-7 years

F-24

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Impairment of Long-Lived Assets

Basic and Diluted Loss Per 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. The Company’s stock based compensation issued for services was $547,138 and $119,312 for the three months ended March 31, 2017 and 2016, respectively.

Revenue Recognition

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $1,621 and $-0- for the three months ended March 31, 2017 and 2016, respectively.

Income Taxes

Uncertain Tax Positions

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

F-25

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Recently Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350) . ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company intends to early adopt the ASU in 2017.

No other new accounting pronouncements, issued or effective during the three months ended March 31, 2017, have had or are expected to have a significant impact on the Company’s financial statements.

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 $16,254,135, and had negative working capital of ($86,158) at March 31, 2017. 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.

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 7 below.

Capital Contributions

The Company imputed interest on non-interest bearing, related party loans, resulting in a total of $151 and $69 of contributed capital during the three months ended March 31, 2017 and 2016, respectively.

Common Stock Issued for Bartered Assets

On January 18, 2017, the Company exchanged 66,000 units, consisting of 66,000 shares of common stock and warrants to purchase 66,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 18, 2018, in exchange for a 2017 Audi Q7 and a 2017 Audi A4 driven by the Officers. The total fair value received, based on the market price of the stock at $4.02 per share, was allocated to the $105,132 purchase price of the vehicles and the $160,188 excess value of the common stock and warrants was expensed as stock based compensation.

A total of $177,005 and $157,505 of officer compensation was unpaid and outstanding at March 31, 2017 and December 31, 2016, respectively.

F-26

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

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 March 31, 2017 and December 31, 2016, respectively:

	Fair Value Measurements at March 31, 2017
	Level 1	Level 2	Level 3
Assets
Cash	$ 167,015	$ -	$ -
Total assets	167,015	-	-
Liabilities
Convertible notes payable	-	35,000	-
Notes payable, related parties	-	21,126	-
Total liabilities	-	56,126	-
	$ 167,015	$ (56,126 )	$ -

	Fair Value Measurements at December 31, 2016
	Level 1	Level 2	Level 3
Assets
Cash	$ 231	$ -	$ -
Total assets	231	-	-
Liabilities
Convertible notes payable	-	35,000	-
Notes payable, related parties	-	16,300	-
Total liabilities	-	51,300	-
	$ 231	$ (51,300 )	$ -

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 three months ended March 31, 2017 and the year ended December 31, 2016.

F-27

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Note 5 – Property and Equipment

Property and equipment consist of the following at March 31, 2017 and December 31, 2016, respectively:

	March 31,	December 31,
	2017	2016
Automobiles	$ 105,132	$ -
Office equipment	650	650
	105,782	650
Less accumulated depreciation	(4,624 )	(386 )
	$ 101,158	$ 264

Depreciation and amortization expense totaled $4,238 and $33 for the three months ended March 31, 2017 and 2016, respectively.

Note 6 – Convertible Notes Payable

Convertible notes payable consist of the following at March 31, 2017 and December 31, 2016, respectively:

	March 31,	December 31,
	2017	2016

On December 7, 2007, the Company issued a 10% note payable to the Lebrecht Group, PC (“Lebrecht Note”) for services rendered related to the registration of certain securities of the Company. The note and accrued interest were due December 7, 2008 and at the option of the holder payable in full on the maturity date or in 12 monthly payments beginning on the maturity date. The note and accrued interest are convertible to common shares at any time at the option of the holder at 75% of the average closing bid price on the five trading days immediately preceding the conversion. Management estimates, at this time, that 1,650,000 shares may be issued if this conversion feature is exercised. In accordance with generally accepted accounting principles, the 25% discount to market related to the beneficial conversion feature has been reported as a component of additional paid in capital. Additionally, since this represents a prepayment for services related to a future public offering, management had elected to offset the cost to future capital raised as a result of the offering, if any. Currently in default.$	35,000	$ 35,000

The Company recognized interest expense of $875 and $875 related to the convertible debts for the three months ended March 31, 2017 and 2016, respectively.

F-28

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Note 7 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at March 31, 2017 and December 31, 2016, respectively:

	March 31,	December 31,
	2017	2016

On various dates, the Company received advances from the Company’s CEO. The unsecured non-interest bearing loans were due on demand.	$ 4,826	$ -

On August 23, 2016, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from an affiliate, bearing interest at 10% per annum.	3,000	3,000

On January 21, 2015, the Company received an unsecured loan in the amount of $1,300, due on demand from an affiliate, bearing interest at 10% per annum.	1,300	1,300

On April 12, 2010, the Company received an unsecured, non-interest bearing loan in the amount of $2,000, due on demand from an affiliate. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum.	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 an affiliate.	10,000	10,000

Notes payable, related parties	$ 21,126	$ 16,300

The Company recorded interest expense in the amount of $509 and $352 for the three months ended March 31, 2017 and 2016, respectively, including imputed interest expense in the amount of $151 and $69 for the three months ended March 31, 2017 and 2016, respectively related to notes payable, related parties.

Note 8 – Commitments and Contingencies

Note 9 – 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.

F-29

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Common Stock Sales

On March 15, 2017 and March 31, 2017, the Company received an aggregate $235,000 of advances on the subsequent sale on April 20, 2017 of 375,000 units at $1.00 per unit, consisting of 375,000 shares of common stock and warrants to purchase 375,000 shares of common stock at an exercise price of $3.00 per share, exercisable until April 20, 2018, in exchange for total proceeds of $375,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The $235,000 was presented as a subscriptions payable at March 31, 2017.

Warrants Exercised

On January 7, 2017, a warrant holder exercised warrants to purchase 2,666 shares of common stock at a strike price of $1.50 in exchange for proceeds of $3,999.

Common Stock Issued for Bartered Assets

Common Stock Issued for Services

On March 2, 2017, the Company granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $142,500 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on April 28, 2017, therefore the issuance was presented as a subscription payable at March 31, 2017.

On January 7, 2017, the Company granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $210,250 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Cancellations

On January 26, 2017, the Company cancelled a total of 1,000,000 shares of common stock previously granted to two individuals for non-performance of services.

Capital Contributions

Note 10 – Common Stock Warrants

Common Stock Warrants Granted

On January 23, 2017, the Company sold warrants to purchase 2,000 shares of common stock at $3.00 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $4,000 in conjunction with the sale of 2,000 shares of common stock. The relative fair value of the 2,000 common stock warrants using the Black-Scholes option-pricing model was $5,106, or $2.55281 per share, based on a volatility rate of 211%, a risk-free interest rate of 0.79% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

F-30

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

On January 9, 2017, the Company sold warrants to purchase 50,000 shares of common stock at $3.00 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $50,000 in conjunction with the sale of 50,000 shares of common stock. The relative fair value of the 50,000 common stock warrants using the Black-Scholes option-pricing model was $108,228, or $2.16456 per share, based on a volatility rate of 210%, a risk-free interest rate of 0.82% and an expected term of 1.0 year. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Warrants Exercised

On January 7, 2017, a warrant holder exercised warrants to purchase 2,666 shares of common stock at a strike price of $1.50 in exchange for proceeds of $3,999.

Common Stock Warrants Expired or Cancelled

No warrants were expired or cancelled during the three months ended March 31, 2017.

Note 11 – Income Taxes

For the three months ended March 31, 2017 and the year ended December 31, 2016, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2017 and December 31, 2016, the Company had approximately $10,334,000 and $8,056,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

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

	March 31,	December 31,
	2017	2016
Deferred tax assets:
Net operating loss carry forwards	$ 3,616,900	$ 2,862,500

Net deferred tax assets before valuation allowance	$ 3,616,900	$ 2,862,500
Less: Valuation allowance	(3,616,900 )	(2,862,500 )
Net deferred tax assets	$ -	$ -

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	March 31,	December 31,
	2017	2016

Federal and state statutory rate	35 %	35 %
Change in valuation allowance on deferred tax assets	(35 %)	(35 %)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

F-31

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three Months Ended March 31, 2017 and 2016

(Unaudited)

Note 12 – Subsequent Events

Common Stock Sales

On April 20, 2017, the Company received the final payment of $140,000, in addition to the previously received $235,000, on the sale of 375,000 units at $1.00 per unit, consisting of 375,000 shares of common stock and warrants to purchase 375,000 shares of common stock at an exercise price of $3.00 per share, exercisable until April 20, 2018. The total proceeds of $375,000 received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock Issued for Acquisition

On May 9, 2017, the Company issued a total of 500,000 shares of common to seven individuals pursuant to the closing of an acquisition of Sangre AT, LLC, a Wyoming limited liability company (“Sangre”) in exchange for 100% of the interests in Sangre. The total fair value of the common stock was $569,000 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Issued on Subscriptions Payable

On April 28, 2017, the Company issued 50,000 shares of common stock on a subscriptions payable in the amount of $142,500 to a consultant for services performed in the prior period.

Common Stock Issued for Services

On April 20, 2017, the Company granted an aggregate of 216,000 shares of common stock to eleven consultants for services performed. The aggregate fair value of the common stock was $433,663 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Cancellations

On May 9, 2017, the Company cancelled a total of 600,000 shares of common stock previously granted to a consultant for non-performance of services.

On April 25, 2017, a total of 4,820,953 shares were cancelled and returned to treasury pursuant to compliance with the September 30, 2014 approval by the majority of shareholders of the terms of a Settlement Agreement dated December 11, 2013 and signed on August 19, 2014 pursuant to Case No. C20125545 in the Superior Court of the State of Arizona, whereby among other provisions, the Plaintiffs, consisting of United Mines, Inc. (“UMI”) and its then principals, agreed to the cancellation of a total of 4,820,953 shares of common stock and control of the Company in exchange for (i) sixty five (65) of the unpatented Bureau of Land Management (“BLM”) mining claims, the mill site, buildings and equipment, (ii) the four (4) Arizona State Land Department Exploration Permits registered to the Company, (iii) any permits, financial and reclamation guaranties, bonds and licenses connected with the foregoing assets. In addition, thirty-three (33) unpatented BLM mining claims remained the property of UMI, along with any associated permits, financial and reclamation guaranties, bonds, licenses, and the rights to the corporation, the corporation’s name, stock symbol, or any other asset of UMI, shall remain the property of UMI under the management of Glenn E. Martin.

F-32

SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 andavailability; 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 anddifficulty 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 Registration Statement 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

Using annotated genomic data and newly generated phenotypic data, Sangre plans to identify and isolate regions of the plant genome which are related to growth, synthesis of desired molecules, and drought and pest resistance. This complex data set would then be utilized in a breeding program to generate and establish new hybrid cultivars which exemplify the traits that are desired by the medical and patient community. This breeding program would produce new seed stocks and clones, which we plan on patenting. If successful this intellectual property should generate immense value for the Company. After developing a comprehensive understanding of the annotated genome of a variety of cannabis strains, and obtaining intellectual property protection over the most promising strains, we plan to provide the blueprints for the development of significant medicinal products for the treatment of human diseases, including, but not limited to, as autism, pediatric brain cancer, PTSD, epilepsy, chronic pain, and Crohn’s disease.

On July 26, 2017, we acquired property located in La Veta, Colorado in order to Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The site includes a 10,000+ sq. ft. building that will house Sangre’s genomic research facility, a 4,000+ square foot building for plant product analytics and plant product extraction, a 3,500 sq. ft. corporate office center, and 25 RV slots with full water and electric, which we plan to convert into a series of small research pods. Under the terms of the purchase agreement, we paid $525,000 down, along with 25,000 shares of our common stock, and Sangre took immediate possession of the property. We are obligated to pay an additional $400,000 in cash and issue an additional 75,000 shares of our common stock over the next two years in order to pay the entire purchase price. We estimate it will take approximately $675,000 in order to convert the existing buildings into the facilities necessary for Sangre AgroTech to conduct its research, plus an additional $1,000,000 for security & ground buildout, and an additional $1 million for scientific equipment, ordered for plant production and product extraction. We plan to complete the initial property renovations by Q1 of 2018. The equipment is scheduled to be delivered in Q2 2018. We will need to raise additional funds in order to pay the remainder of the purchase price, as well as to complete the planned renovations.

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.

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

Results of Operations for Three Months ended March 31, 2017 compared to Three Months ended March 31, 2016

Summary of Results of Operations

	Three Months Ended March 31,
	2017	2016
Revenue	$ -	$ -

Operating expenses:

General and administrative	68,134	24,720
Professional fees	580,986	120,348
Depreciation and amortization	4,238	33
Total operating expenses	653,358	145,101

Net operating loss	(653,358 )	(145,101 )

Interest expense	(1,384 )	(1,227 )

Net loss	$ (654,742 )	$ (146,328 )

Operating Loss; Net Loss

Our net loss increased by $508,414, from ($146,328) to ($654,742), from the three months ended March 31, 2017 compared to the three months ended March 31, 2016. Our operating loss increased by $508,257, from ($145,101) to ($653,358) for the same period. The increase in operating loss and net loss compared to the prior year period is primarily a result of a significant increase in professional fees and a slight increase in general and administrative expenses. These changes are detailed below.

Revenue

We have not had any revenues since our inception. Prior to February 18, 2005, we were an exploration stage mineral exploration company that owned a number of unpatented mining claims and Arizona State Land Department claims. In late 2014, we changed our short-term and long-term business focus, which in the short-term is to conduct Sangre’s Cannabis Genomic Study over the next 5 years and process those result, and in the long-term is to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.

General and Administrative Expenses

General and administrative expenses increased by $43,414, from $24,720 for the three months ended March 31, 2016 to $68,134 for the three months ended March 31, 2017, primarily due to increased consulting and administrative costs incurred as we changed our business focus from mining to one involved in the cannabis research industry.

Professional Fees

Our professional fees increased during the three months ended March 31, 2017 compared to the three months ended March 31, 2016. Our professional fees were $580,986 for the three months ended March 31, 2017 and $120,348 for the three months ended March 31, 2016. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and increased significantly primarily as a result of increased stock-based compensation awards. We expect these fees to continue to grow steadily as our business expands. 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.

Interest Income/Expense; Net

Interest expense increased from $1,227 to $1,384 for the three months ended March 31, 2016 compared to the same period in 2017. Our interest expense primarily relates to interest on a convertible note and short term loans.

Liquidity and Capital Resources for Three Months ended March 31, 2017 compared to Three Months ended March 31, 2016

Introduction

During the three months ended March 31, 2017 and 2016, because of our operating, we did not generate positive operating cash flows. Our cash on hand as of March 31, 2017 was $167,015 and our monthly cash flow burn rate is approximately $45,000. Our short term cash needs have been satisfied through proceeds from the sales of our securities. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Our cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2017 and December 31, 2016, respectively, are as follows:

	March 31, 2017	December 31, 2016	Change

Cash	$ 167,015	$ 231	$ 166,784
Total Current Assets	207,523	5,284	202,239
Total Assets	308,681	5,548	303,133
Total Current Liabilities	293,681	281,226	12,455
Total Liabilities	$ 293,681	$ 281,226	$ 12,455

Our current assets increased by $202,239 as of March 31, 2017 as compared to December 31, 2016, due to a significant increase in cash and prepaid expenses as of March 31, 2017. The increase in our total assets between the two periods was primarily attributed to the increase in our cash on hand of $166,784, which was primarily due to the cash we had from the sales of our securities as of March 31, 2017, as well as a significant increase in our property and equipment, net, which was primarily due to the addition of two vehicles acquired in January of 2017.

Our current liabilities and total liabilities increased by $12,455, as of March 31, 2017 as compared to December 31, 2016. A primary cause of this increase was an increase of $19,500 in our accrued officer compensation and an increase of approximately $5,000 in short term loans, partially offset by an approximate $13,000 decrease in our accounts payable between the two periods.

In order to repay 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 as of March 31, 2017 of $167,015 and $231 on December 31, 2016. Based on our lack of revenues and our current monthly burn rate, around $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 our future planned operations.

Sources and Uses of Cash

Operations

We had net cash used by operating activities of $131,041 for the three months ended March 31, 2017, as compared to $3,937 for the three months ended March 31, 2016. For the period in 2017, the net cash used in operating activities consisted primarily of our net loss of ($654,742), offset by shares issued for services of $547,138, depreciation of $4,238, and adjusted by an increase in prepaid expenses of $35,455, accrued compensation of $19,500, accrued interest of $1,233, and a decrease in accounts payable of $13,104. For the same period in 2016, the net cash provided by operating activities consisted primarily of our net loss of ($146,328), partially offset by shares issued for services of $119,312 and adjusted by a decrease in prepaid expenses of $775, and increases in accounts payable of $1,544, accrued compensation of $19,500, and accrued interest of $1,158.

Investments

We did not have any net cash provided (used) by investing activities for the three months ended March 31, 2017 or March 31, 2016.

Financing

Our net cash provided by financing activities for the three months ended March 31, 2017 was $297,825, compared to $4,000 for the three months ended March 31, 2016. For the period in 2017, our financing activities related to proceeds from the sale of common stock of $292,999 and proceeds from notes payable, related parties of $9,000, offset by repayments on notes payable, related parties of ($4,174). For the period in 2016, our financing activities consisted of proceeds from notes payable, related parties of $10,000, offset by repayments on notes payable, related parties of ($6,000).

Year Ended December 31, 2016 compared to Year Ended December 31, 2015

Results of Operations

Summary of Results of Operations

	Year Ended December 31,
	2016	2015
Revenue	$ -	$ -

Operating expenses:

General and administrative	2,211,787	594,446
Professional fees	1,933,733	639,149
Depreciation and amortization	130	130
Total operating expenses	4,145,650	1,233,725

Net operating loss	(4,145,650 )	(1,233,725 )

Interest expense	(5,321 )	(4,824 )

Net loss	$ (4,150,971 )	$ (1,238,549 )

Operating Loss; Net Loss

Our net loss increased by $2,912,422, from ($1,238,549) to ($4,150,971), from the year ended 2015 compared to 2016. Our operating loss increased by $2,911,925, from ($1,233,725) to ($4,145,650) for the same period. The increase in operating loss and net loss compared to the prior year is primarily a result of our increase in general and administrative expenses, as well as our increase in professional fees. These changes are detailed below.

Revenue

General and Administrative Expenses

General and administrative expenses increased by $1,617,341, from $594,446 for the year ended December 31, 2015 to $2,211,787 for the year ended December 31, 2016, primarily due to an increase in our stock-based compensation awarded to our executives.

Professional Fees

Our professional fees increased during the year ended December 31, 2016 compared to the year ended December 31, 2015. Our professional fees were $1,933,733 for the year ended December 31, 2016 and $639,149 for the year ended December 31, 2015. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and increased significantly primarily as a result of increased stock-based compensation awards. We expect these fees to continue grow steadily as our business expands. 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.

Interest Income/Expense; Net

Interest expense increased from $4,824 to $5,321 for the year ended December 31, 2015 compared to the same period in 2016. Our interest expense primarily relates to interest on a convertible note and short term loans.

Liquidity and Capital Resources

Introduction

During the years ended December 31, 2016 and 2015, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of December 31, 2016 was $231 and our monthly cash flow burn rate was approximately $6,000. As a result, we had significant short term cash needs. These needs were satisfied through proceeds from the sales of our securities. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.

Our cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2016 and 2015, respectively, are as follows:

	December 31, 2016	December 31, 2015	Change

Cash	$ 231	$ 7	$ 224
Total Current Assets	5,284	2,074	3,210
Total Assets	5,548	2,468	3,080
Total Current Liabilities	281,226	218,070	63,156
Total Liabilities	$ 281,226	$ 218,070	$ 63,156

Our current assets increased by $3,210 as of December 31, 2016 as compared to December 31, 2015. The increase in our total assets between the two periods was primarily attributed to an increase in prepaid expenses as of December 31, 2016.

Our current liabilities and total liabilities increased by $63,156, as of December 31, 2016 as compared to December 31, 2015. A large portion of this increase was due to higher accrued officer compensation.

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

Cash Requirements

We had cash available as of December 31, 2016 of $231 and $7 on December 31, 2015. Based on our revenues, 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 $72,776 for the year ended December 31, 2016, as compared to $25,800 for the year ended December 31, 2015. In 2016, the net cash used in operating activities consisted primarily of our net loss of ($4,150,971), offset by shares issued for services, related parties of $3,600,000, shares issued for services of $377,812, and shares issued for down payment on land purchase of $42,500, adjusted by an increase in prepaid expenses of $2,986, accrued compensation of $71,505, accrued interest of $4,738, and a decrease in accounts payable of $16,087. For the same period in 2016, the net cash provided by operating activities consisted primarily of our net loss of ($1,238,549), offset by shares issued for services, related parties of $840,000 and shares issued for services of $266,640, adjusted by an increase in accounts payable of $19,199, accrued compensation of $74,000, accrued interest of $4,624, and a decrease in prepaid expenses of $7,956.

Investments

We did not have any net cash provided (used) by investing activities for the years ended December 31, 2016 or December 31, 2015.

Financing

Our net cash provided by financing activities for the year ended December 31, 2016 was $73,000, compared to $20,185 for the year ended December 31, 2015. For the period in 2016, our financing activities related to proceeds from the sale of common stock of $70,000 and proceeds from notes payable, related parties of $16,005, offset by repayments on notes payable, related parties of ($13,005). For the period in 2015, our financing activities consisted of proceeds from the sale of common stock of $24,000 and proceeds from notes payable, related parties of $1,300, offset by repayments on notes payable, related parties of ($5,115)

Contractual Obligations

December 31, 2016:

	2017	2018	2019	2020	2021	Total

Debt obligations	$ 51,300	$ -	$ -	$ -	$ -	$ 51,300
Operating leases	9,000	12,000	12,000	12,000	12,000	57,000
	$ 60,300	$ 12,000	$ 12,000	$ 12,000	$ 12,000	$ 108,300

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have no information required to be disclosed under this Item.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks, which include interest rate changes in United States of America and commodity prices. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk . There may be interest charged on our accounts payable, as well as interest we charge on our accounts receivable, depending on their age. Typically these interest rates are fixed are not affected by changes in market interest rates. However, from time to time we may enter into debt transactions that have a variable interest rate which would leave us subject to interest rate fluctuations.

Commodity Prices. If we get operational, we will be exposed to fluctuation in market prices for the raw materials necessary to manufacture our products. To mitigate risk associated with increases in market prices and commodity availability, we will attempt to negotiate contracts with favorable terms directly with vendors. We do not believe we will enter into forward contracts or other market instruments as a means of achieving our objectives or minimizing our risk exposures on these materials.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The following table sets forth the names and ages of the current directors and executive officers of the Company, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.

Name	Age	Position(s)

Glenn E. Martin	63	President, Chief Executive Officer, Chief Financial Officer and a Director

Nicole M. Breen	41	Secretary, Treasurer and a Director

Glenn E. Martin was appointed as our President, Chief Executive Officer and Chief Financial Officer on September 30, 2014. Mr. Martin has been a Director since January 1, 2005. Mr. Martin was our President from 2005 until 2012. Prior to joining United Mines, Mr. Martin has served in an executive capacity with several different companies. From 1988 through the fall of 1992, Mr. Martin was Executive Director of World Trade Center, Tucson, a subsidiary of the former Twin Towers in New York City. In this position he oversaw the day to day operation, including projects, programs, and seminars for the U.S. Dept. of Commerce associate office in the W.T.C., Tucson promoting D.O.C. programs, servicing clients for both the D.O.C. and Small Business administration. During his tenure with World Trade Center he served as speaker for international trade seminars and the AIESEC (U.S) National Leadership Seminars. Member; Hong Kong Trade Association 1988 to present. Member; Society of Mining, Metallurgy & Exploration (2008) Guest speaker at Inaugural HKBAH Annual Event in May 2010 & member of Hong Kong Business Association of Hawaii (2010)

During our fiscal years ended December 31, 2016 and December 31, 2015, Mr. Martin received $7,995 and $4,000, respectively, in cash compensation for his services in addition to a total of 28,000,000 shares of our common stock as compensation for the years ended December 31, 2015 and December 31, 2016. As of December 31, 2016, Mr. Martin owns or controls an aggregate of 55,841,078 shares of our common stock.

Nicole M. Breen , was appointed as our Secretary and Treasurer on September 30, 2014. Ms. Breen has been a Director since January 1, 2005. Ms. Breen was our Secretary and Treasurer from 2005 until 2012. From June 2000 to 2012 she served as the Managing Associate of GEM Management Group, LLC specializing in acquiring mineral rights and mining properties, along with servicing administration requirements for the company. All Ms. Breen’s current work in the Cannabis industry is done on our behalf. In this position she oversees as corporate secretary, recording secretary and the day-to-day treasury operations of the company. Ms. Breen received her Bachelor of Science in Physical Education in Education, with a minor in Elementary Education, from the University of Arizona.

During our fiscal years ended December 31, 2016 and December 31, 2015, Ms. Breen did not receive cash compensation for her services but she did receive a total of 16,000,000 shares of our common stock as compensation for the years ended December 31, 2015 and December 31, 2016. As of December 31, 2016, Ms. Breen owned 19,947,520 shares of our common stock.

Nicole Breen is Glenn Martin’s daughter.

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2016 and 2015. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensa - tion ($)	Total ($)
Glenn E. Martin President, CEO and CFO	2016 2015	7,995 4,000	-0- -0-	2,100,000 490,000	-0- -0-	-0- -0-	-0- -0-	-0- -0-	2,107,995 494,000
Nicole M. Breen Secretary and Treasurer	2016 2015	-0- -0-	-0- -0-	1,200,000 280,000	-0- -0-	-0- -0-	-0- -0-	-0- -0-	1,200,000 280,000

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Glenn E. Martin	-0-	-0-	-0-	N/A	N/A	-0-	-0-	-0-	-0-

Nicole M. Breen	-0-	-0-	-0-	N/A	N/A	-0-	-0-	-0-	-0-

In 2014 and 2016 we entered into employment agreements with Glenn E. Martin, our Chief Executive Officer and Chief Financial Officer, Nicole Breen, our Secretary and Treasurer and Ryan Breen, our Vice President and Social Media Officer.

Under the terms of our agreement with Mr. Martin dated October 1, 2016, he serves as our President and Chief Executive Officer. The agreement is for a two-year term and Mr. Martin received Seven Million (7,000,000) shares of our common stock, restricted in accordance with Rule 144, and is to received Seven Million (7,000,000) additional shares as his annual salary for agreeing to serve as our President and Chief Executive Officer. Additionally, Mr. Martin is entitled to One Million (1,000,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regain “fully-reporting” status with the Securities and Exchange Commission. We are obligated to maintain and pay the premiums for “key man” life insurance in the amount of $1,000,000. Our agreement with Mr. Martin also contains various provisions related to his termination without cause and in the event we undergo a change of control transaction. To date, no “key man” insurance has been obtained.

Under the terms of our agreement with Mrs. Breen dated October 1, 2016, she serves as our Secretary and Treasurer. The agreement is for a two-year term and Ms. Breen received Four Million (4,000,000) shares of our common stock, restricted in accordance with Rule 144, and is to received Four Million (4,000,000) additional shares as her annual salary for agreeing to serve as our Secretary and Treasurer. Additionally, Ms. Breen is entitled to One Hundred Thousand (100,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regain “fully-reporting” status with the Securities and Exchange Commission. Our agreement with Ms. Breen also contains various provisions related to her termination without cause and in the event we undergo a change of control transaction.

Under the terms of our agreement with Mr. Ryan Breen dated October 1, 2016, he serves as our Vice President and Social Media Officer. The agreement is for a two-year term and Mr. Breen received One Million (1,000,000) shares of our common stock, restricted in accordance with Rule 144, and is to received One Million (1,000,000) additional shares as his annual salary for agreeing to serve as our Vice President and Social Media Officer. Additionally, Mr. Breen is entitled to One Hundred Thousand (100,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regain “fully-reporting” status with the Securities and Exchange Commission. Our agreement with Mr. Breen also contains various provisions related to his termination without cause and in the event we undergo a change of control transaction.

When our Board of Directors approved the employments agreements they resolved to create a new series of preferred stock to be entitled “Series B Convertible Preferred Stock” with the following rights and preferences: (i) no dividend rights; (ii) no liquidation preference over the Company’s common stock; (iii) conversion rights into shares of common stock at a ratio of 20 shares of common stock for each share of Series V Convertible Preferred Stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) voting rights on an “as converted” basis on all matters properly brought before our common stockholders for a vote.

Long-Term Incentive Plans. We do not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.

Employee Pension, Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

Compensation of Directors

Our directors did not receive any compensation for their services as directors during the fiscal year ended December 31, 2016 or 2015.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 30, 2017, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 10% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Common Stock
Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership	Percent of Class (2)
Common Stock	Glenn E. Martin (3)(4)	55,841,078	55.80%

Common Stock	Nicole M. Breen (3)(5)	19,947,520	19.89%

Common Stock	Ryan Breen (6)	5,010,615	5.01%

Common Stock	All Directors and Officers As a Group (2 persons)	75,788,598	75.49%

(1)

Unless otherwise indicated, based on 99,991,020 shares of common stock issued and outstanding. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.

(2)

Indicates one of our officers or directors.

(3)

Unless indicated otherwise, the address of the shareholder is WEED, Inc., at 4920 N. Post Trail, Tucson, AZ 85750.

(4)

Includes 80,666 shares of common stock held in the name of Tanque Verde Valley Missionary Society, an entity controlled by Mr. Martin.

(5)

Includes 305,505 shares of common stock held in the name of GEM Management Group, LLC, an entity controlled by Ms. Breen, and an aggregate of 15,927 shares of common stock held in the name of Ms. Breen’s children.

(6)

Ryan Breen is the spouse of Nicole M. Breen.

The issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding securities of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued or outstanding. The Company does not have an investment advisor.

There are no current arrangements which will result in a change in control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 1, 2016, we granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $700,000 based on the closing price of our common stock on the date of grant.

In addition, on October 1, 2016, we granted a total of 14,000,000 shares of common stock to Mr. Martin for services performed pursuant to his previous employment agreement. The total fair value of the common stock was $1,400,000 based on the closing price of our common stock on the date of grant.

On October 1, 2016, we granted 4,000,000 shares of common stock to Nicole Breen as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $400,000 based on the closing price of our common stock on the date of grant.

In addition, on October 1, 2016, we granted a total of 8,000,000 shares of common stock to Nicole Breen for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $800,000 based on the closing price of our common stock on the date of grant.

On October 1, 2016, we granted 1,000,000 shares of common stock to Ryan Breen as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $100,000 based on the closing price of our common stock on the date of grant.

On October 1, 2016, we granted a total of 2,000,000 shares of common stock to Ryan Breen for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $200,000 based on the closing price of our common stock on the date of grant.

On January 1, 2015, we granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, for services performed. The total fair value of the common stock was $490,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

On January 1, 2015, we granted 4,000,000 shares of common stock to Nicole Breen for services performed. The total fair value of the common stock was $280,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

On January 1, 2015, we granted 1,000,000 shares of common stock to Ryan Breen for services performed. The total fair value of the common stock was $70,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

On or about December 5, 2014, we issued 18,000,000 shares to Glenn Martin, our Chief Executive Officer, at $0.05 per share, in exchange for services rendered to the company.

On or about September 30, 2014, we issued: (i) an aggregate of 9,600,000 shares to Glenn Martin, Nicole Breen and Ryan Breen, affiliates of the company, at $0.05 per share, in exchange for services rendered to the company.

We lease our executive offices our Glenn E. Martin, our President, on a month-to-month basis at a monthly rent of $1,000, which began on April 1, 2017.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 15 of our Articles of Incorporation provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Section 16 of our Articles of Incorporation provides that, to the fullest extent permitted by the General Corporation Law of the State of Nevada we will indemnify our officers and directors from and against any and all expenses, liabilities, or other matters.

Article IX of our Bylaws further addresses indemnification of our directors and officers and allows us to indemnify our directors in the event they meet certain criteria in terms of acting in good faith and in an official capacity within the scope of their duties, when such conduct leads them to be involved in a legal action.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the resale of shares of our common stock by the Selling Shareholders. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us, our common stock and the Selling Shareholders, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from that office upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov .

Upon effectiveness of this registration statement, we will become subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above.

EXPERTS

The financial statements of WEED, Inc. as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016 and December 31, 2015, and the balance sheets of WEED, Inc. as of December 31, 2016 and December 31, 2015 have been included herein in reliance upon the reports of M&K CPAS, PLLC., independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of the common stock by the Selling Shareholders, who may be deemed to be an underwriters in connection with their offering of shares. The estimated expenses of issuance and distribution are set forth below:

Registration Fees	Approximately	$ 1,094
Transfer Agent Fees	Approximately	2,000
Costs of Printing and Engraving	Approximately	1,000
Legal Fees	Approximately	40,000
Accounting and Audit Fees	Approximately	51,000
Total		$ 95,094

INDEMNIFICATION OF DIRECTORS AND OFFICERS

RECENT SALES OF UNREGISTERED SECURITIES

In the last three fiscal years and subsequent interim periods, we issued the following shares of common stock and preferred stock. The following issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

During the three months ended March 31, 2017, we issued, or agreed to issue, the following :

Common Stock Sales

(i) On March 15, 2017 and March 31, 2017, we received an aggregate $235,000 of advances on the subsequent sale on April 20, 2017 of 375,000 units at $1.00 per unit, consisting of 375,000 shares of common stock and warrants to purchase 375,000 shares of common stock at an exercise price of $3.00 per share, exercisable until April 20, 2019, in exchange for total proceeds of $375,000.

II-1

(ii) On January 23, 2017, we sold 2,000 units at $2.00 per unit, consisting of 2,000 shares of common stock and warrants to purchase 2,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 23, 2018, in exchange for total proceeds of $4,000.

(iii) On January 9, 2017, we sold 50,000 units at $1.00 per unit, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 9, 2018, in exchange for total proceeds of $50,000.

Warrants Exercised

(i) On January 7, 2017, a warrant holder exercised warrants to purchase 2,666 shares of common stock at a strike price of $1.50 in exchange for proceeds of $3,999.

Common Stock Issued for Bartered Assets

(i) On January 18, 2017, we exchanged 66,000 units, consisting of 66,000 shares of common stock and warrants to purchase 66,000 shares of common stock at an exercise price of $3.00 per share, exercisable until January 18, 2018, in exchange for a 2017 Audi Q7 and a 2017 Audi A4.

Common Stock Issued for Services

(i) On March 2, 2017, we granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $142,500 based on the closing price of our common stock on the date of grant.

(ii) On March 2, 2017, we granted 12,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $34,200 based on the closing price of our common stock on the date of grant.

(iii) On January 7, 2017, we granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $210,250 based on the closing price of our common stock on the date of grant.

During the three months ended December 31, 2016, we issued, or agreed to issue, the following :

(i) On October 31, 2016, we sold 50,000 units at $0.10 per unit, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $5,000.

(ii) On October 25, 2016, we sold 150,000 units at $0.3333 per unit, consisting of 150,000 shares of common stock and warrants to purchase 150,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $50,000.

(iii) On October 19, 2016, we sold 25,000 units at $0.20 per unit, consisting of 25,000 shares of common stock and warrants to purchase 25,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $5,000.

(iv) On October 19, 2016, we sold 100,000 units at $0.10 per unit, consisting of 100,000 shares of common stock and warrants to purchase 100,000 shares of common stock at an exercise price of $1.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $10,000.

II-2

(v) On November 8, 2016, we granted 50,000 shares of common stock as a good faith deposit on a potential land purchase agreement that has not yet closed, as we does not currently have sufficient resources. The total fair value of the common stock was $42,500 based on the closing price of our common stock on the date of grant.

(vi) On October 1, 2016, we granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $700,000 based on the closing price of our common stock on the date of grant.

(vii) In addition, on October 1, 2016, we granted a total of 14,000,000 shares of common stock to Mr. Martin for services performed pursuant to his previous employment agreement. The total fair value of the common stock was $1,400,000 based on the closing price of our common stock on the date of grant.

(viii) On October 1, 2016, we granted 4,000,000 shares of common stock to Nicole Breen as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $400,000 based on the closing price of our common stock on the date of grant.

(ix) In addition, on October 1, 2016, we granted a total of 8,000,000 shares of common stock to Nicole Breen for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $800,000 based on the closing price of our common stock on the date of grant.

(x) On October 1, 2016, we granted 1,000,000 shares of common stock to Ryan Breen as a bonus for services performed pursuant to an amended employment agreement. The total fair value of the common stock was $100,000 based on the closing price of our common stock on the date of grant.

(xi) On October 1, 2016, we granted a total of 2,000,000 shares of common stock to Ryan Breen for services performed pursuant to their previous employment agreement. The total fair value of the common stock was $200,000 based on the closing price of our common stock on the date of grant.

(xii) On October 19, 2016, we granted 10,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,500 based on the closing price of our common stock on the date of grant.

Common stock warrants granted during the three months ended December 31, 2016:

(i) On October 31, 2016, we sold warrants to purchase 50,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 50,000 shares of common stock.

(ii) On October 25, 2016, we sold warrants to purchase 150,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $50,000 in conjunction with the sale of 150,000 shares of common stock.

(iii) On October 19, 2016, we sold warrants to purchase 25,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 25,000 shares of common stock.

(iv) On October 19, 2016, we sold warrants to purchase 100,000 shares of common stock at $1.50 per share over a one (1) year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 100,000 shares of common stock.

II-3

During the three months ended September 30, 2016, we issued, or agreed to issue, the following :

(i) On September 28, 2016, we granted 600,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on November 23, 2016.

(ii) On September 28, 2016, we granted 600,000 shares of common stock to a different consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on November 23, 2016.

(iii) On September 28, 2016, we granted 600,000 shares of common stock to a third consultant for services performed. The total fair value of the common stock was $60,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on November 23, 2016.

During the three months ended June 30, 2016, we did not issue any of our securities .

During the three months ended March 31, 2016, we issued, or agreed to issue, the following :

(i) On March 18, 2016, we granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $5,820 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(ii) On March 18, 2016, we granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $48,500 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(iii) On March 18, 2016, we granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $11,640 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(iv) On February 12, 2016, we granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $5,832 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(v) On February 1, 2016, we granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $22,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(vi) On February 1, 2016, we granted 500,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $22,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(vii) On February 1, 2016, we granted 20,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $880 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

(viii) On February 1, 2016, we granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $2,640 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on October 27, 2016.

During the three months ended December 31, 2015, we did not issue any of our securities .

II-4

During the three months ended September 30, 2015, we issued, or agreed to issue, the following :

(i) On August 17, 2015, we sold 90,000 units at $0.10 per unit, consisting of 90,000 shares of common stock and warrants to purchase 90,000 shares of common stock at an exercise price of $0.50 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $9,000. We did not issue these shares until the quarter ended December 31, 2016.

During the six months ended June 30, 2015, we issued the following :

(i) During the six months ended June 30, 2015, we issued a total of 2,775,000 shares of common stock in satisfaction of common stock granted during the year ended December 31, 2014, in the aggregate value of $156,100

(ii) On January 1, 2015, we granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,400 based on the closing price of our common stock on the date of grant.

(iii) On January 1, 2015, we granted 7,000,000 shares of common stock to our CEO, Glenn E. Martin, for services performed. The total fair value of the common stock was $490,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

(iv) On January 1, 2015, we granted 4,000,000 shares of common stock to Nicole Breenfor services performed. The total fair value of the common stock was $280,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

(v) On January 1, 2015, we granted 1,000,000 shares of common stock to Ryan Breen for services performed. The total fair value of the common stock was $70,000 based on the closing price of our common stock on the date of grant. The shares were subsequently issued on June 29, 2015.

(vi) On January 30, 2015, we sold 50,000 units, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $0.10 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $5,000.

(vii) On February 12, 2015, we granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $8,850 based on the closing price of our common stock on the date of grant.

(viii) On February 20, 2015, we granted 240,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $21,600 based on the closing price of our common stock on the date of grant.

(ix) On February 20, 2015, we sold another 40,000 units, consisting of 50,000 shares of common stock and warrants to purchase 50,000 shares of common stock at an exercise price of $0.25 per share over a one (1) year period from the date of purchase in exchange for total proceeds of $10,000.

(x) On March 16, 2015, we granted 50,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $4,000 based on the closing price of our common stock on the date of grant.

II-5

(xi) On March 16, 2015, we granted 60,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $4,800 based on the closing price of our common stock on the date of grant.

(xii) On March 16, 2015, we granted 120,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $9,600 based on the closing price of our common stock on the date of grant.

(xiii) On March 16, 2015, we granted 40,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $3,200 based on the closing price of our common stock on the date of grant.

(xiv) On March 16, 2015, we granted 40,000 shares of common stock to another consultant for services performed. The total fair value of the common stock was $3,200 based on the closing price of our common stock on the date of grant.

(xv) On April 1, 2015, we granted 600,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $40,000 based on the closing price of our common stock on the date of grant.

(xvi) On April 1, 2015, we granted 500,000 shares of common stock to a consultant for services performed. The total fair value of the common stock was $48,000 based on the closing price of our common stock on the date of grant.

On or about December 5, 2014, we issued the following :

(i) 18,000,000 shares to Glenn Martin, our Chief Executive Officer, at $0.05 per share.

(ii) 989,000 shares to two non-affiliates, at an average price of $0.20 per share.

On or about September 30, 2014, we issued the following :

(i) An aggregate of 9,600,000 shares to Glenn Martin, Nicole Breen and Ryan Breen, affiliates of we, at $0.05 per share.

(ii) 1,500,000 shares to two non-affiliates, valued at $0.05 per share.

II-6

EXHIBITS

3.1	Articles of Incorporation of WEED, Inc.

3.2	Bylaws of WEED, Inc.

5.1*	Legal Opinion of Legal Counsel

10.1	Employment Agreement with Glenn E. Martin dated October 1, 2016

10.2	Employment Agreement with Nicole Breen dated October 1, 2016

10.3	Employment Agreement with Ryan Breen dated October 1, 2016

10.4	Share Exchange Agreement by and between WEED, Inc. and Sangre AT, LLC dated April 20, 2017

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

10.6	Deed of Trust dated July 26, 2017 related to acquisition of La Veta, CO Property

23.1	Consent of M&K CPAS, PLLC.

23.2*	Consent of Legal Counsel (included in Exhibit 5.1)

To be included in subsequent filing.

II-7

Undertakings

A. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

B. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of Tucson, State of Arizona.

	WEED, Inc.




Dated: August 11, 2017	/s/ Glenn E. Martin
	By: Glenn E. Martin
	Its: President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Dated: August 11, 2017	/s/ Glenn E. Martin
	By: Glenn E. Martin, Director and President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer)



Dated: August 11, 2017	/s/ Nicole M. Breen
	By: Nicole M. Breen, Director, Secretary and Treasurer

II-9

Exhibit 3.1

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

WEED, INC.

ARTICLE I

OFFICE

The principal office of the corporation shall be in Pima County, State of Arizona. Offices may also be maintained and meetings of shareholders and Directors may be held at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS' MEETING

2.01 ANNUAL MEETING

The annual meeting of the shareholders of the corporation shall be held at its principal office on the last day of September, for the purpose of electing Directors, and for the transaction of such other business as may come before the meeting. If the day fixed herein for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day at the same time. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Notwithstanding the foregoing, the Board may for any reason it deems sufficient, change the place, date and/or time of the annual meeting.

2.02 SPECIAL MEETINGS

Special meetings of the shareholders, for any purpose or purposes, unless otherwise provided by law, shall be called by the Secretary upon the order of the President, or upon the order of a majority of the Board of Directors, or upon the request in writing of the holders of not fewer than fifty-one percent (51%) of all the outstanding shares of the corporation entitled to vote at the meeting. Only such business as may be specified in the call and notice may be transacted at special meetings.

2.03 PLACE OF MEETING

Any place, either within or without the State of Nevada, unless prohibited by law, may be designated by the Board of Directors as the place of meeting for any annual or special meeting. Absent a designation by the Board, such meeting shall be held at the corporation’s known place of business.

2.04 NOTICE OF MEETING

Written notice stating the place, date and hour of the annual meeting, and in the case of a special meeting, the purpose or purposes for which the special meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by an officer of the corporation at the direction of the person or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the corporation.

2.05 RECORD DATE FOR VOTING

At any meeting of the shareholders only such persons shall be entitled to vote in person or by proxy as appear as shareholders upon the transfer books of the company at the time of such meeting unless the Board of Directors shall, by resolution, fix a date not more than sixty (60) days nor less than ten (10) days in advance of the date of the shareholders' meeting as the record date for the meeting, in which case only those so appearing as shareholders on the date so fixed shall be entitled to vote. Additionally, the Board may similarly fix a record date for determination of shareholders entitled to receive a dividend of or for a determination of shareholders for any other purpose.

2.06 QUORUM

At all meetings of shareholders, except where it is otherwise provided by law, it shall be necessary that shareholders representing a majority of the issued and outstanding voting stock shall be present in person or by proxy to constitute a quorum. If less than a majority of such shares is represented at a meeting, the shareholders entitled to vote thereat in person or represented by proxy shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

2.07 PROXIES

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Proxies may be given for more than one meeting and shall be revocable to the extent permitted by law at the pleasure of the shareholder executing same.

2.08 VOTING

Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. In no event will the system of cumulative voting be used. All corporate action shall be determined by a vote of a majority of the votes represented at a meeting at which a quorum is present except as is otherwise provided herein or in the Articles of Incorporation, any certificate of designation filed with the Nevada Secretary of State or by law.

2.09 VOTING OF SHARES BY CERTAIN HOLDERS

Shares outstanding in the name of another company or corporation may be voted by such officer, agent or proxy as the Bylaws of such company or corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such company or corporation may determine.

Shares held by an administrator, personal representative, guardian or conservator may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority so to do be contained in an appropriate order of the Court by which such receiver was appointed.

Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares entitled to vote.

2.10 ACTION WITHOUT MEETING

Any action required to be taken or which may be taken at a meeting of shareholders may be taken without a meeting if a resolution reflecting such action is signed as having been approved by the requisite percentage of shareholders entitled to vote with respect thereto.

2.11 IRREGULARITIES

All informalities and/or irregularities in calls, notices of meetings and in the matter of voting, form and validity of proxies, credentials and method of ascertaining those present and shares entitled to vote, shall be deemed waived if no objection is made at the meeting.

ARTICLE III

BOARD OF DIRECTORS

3.01 GENERAL POWERS

The business and affairs of the corporation shall be managed by its Board of Directors.

3.02 NUMBER

The number of Directors of the corporation shall not be less than one (1) nor more than seven (7).

3.03 TENURE

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect Directors to hold office until the next annual meeting and until their successors are elected and qualified, subject however to removal, with or without any cause, by the shareholders in accordance with Section 3.10 of this Article.

3.04 QUALIFICATIONS

Directors need not be holders of record of voting stock. They need not be residents of Nevada and Directors may be elected to succeed themselves.

3.05 REGULAR MEETINGS

A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

3.06 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Secretary at the request of the President or a majority of the Directors (or one half in the event that there is an even number of Directors). The person, or persons, authorized to request the call of special meetings of the Board of Directors may fix the time and place for holding any such special meeting.

3.07 NOTICE

Written notice of a special meeting shall be given to each Director at his or her business address, by hand delivery, mail or facsimile. If mailed, such notice shall be deposited in the United States mail at least four (4) days prior to the meeting date; if by facsimile, it shall be sent at least two (2) days prior to the meeting date; and if hand-delivered it shall be so delivered at least two (2) days prior to the meeting date. Any Director may waive such notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where such attendance is for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.08 QUORUM

A majority of the full Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a quorum is present, a majority of the Directors present may adjourn the meeting from time to time to reconvene without further notice.

3.09 MANNER OF ACTING

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater majority is specifically required by Articles of Incorporation or these Bylaws.

3.10 RESIGNATION AND REMOVAL

Any Director may resign at any time. The shareholders entitled to vote for the election of Directors may remove a Director with or without cause by written consent of a majority-in-interest of the shareholders or by the vote of the majority-in-interest of the shareholders present at a special shareholders meeting where a quorum is present duly called and noticed at any time.

3.11 VACANCIES

Any vacancy occurring in the Board of Directors may be fulfilled by the affirmative vote of a majority of the remaining Directors, though not less than a quorum, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

3.12 COMPENSATION

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

3.13 PRESUMPTION OF ASSENT

A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he shall file his or her written dissent to such action with the person acting as the Secretary of the meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

3.14 ACTION WITHOUT MEETING

Any action required to be taken or which may be taken at a meeting of Directors may be taken without a meeting if a resolution reflecting such action is signed as having been approved by all Directors entitled to vote with respect thereto.

ARTICLE IV

OFFICERS

4.01 NUMBER

The officers of the corporation shall be a president, a vice president, a secretary and a treasurer, who shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held simultaneously by any one person.

4.02 ELECTION AND TERM OF OFFICE

The officers of the corporation to be elected by the Board of Directors shall be elected at the first meeting of the Board of Directors following the first meeting of shareholders and thereafter annually at the annual meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.

4.03 REMOVAL

Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause at any time, but such removal shall be without prejudice to the contract rights as an employee, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.04 VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

4.05 PRESIDENT

The president shall be the chief executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the shareholders and all the meetings of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. He or she shall have the power to appoint and remove one or more administrative vice presidents of the corporation and such other assistants to the various elected officers of the corporation as is necessary for the accomplishment of their duties. In general, he or she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

4.06 VICE PRESIDENT

In the absence of the president, or in the event of his death, inability or refusal to act, the vice president, or if there is more than one vice president, the senior vice president, shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. Otherwise, such senior and other vice presidents shall perform and have authority to perform only such duties as from time to time may be assigned by the president or by the Board of Directors.

4.07 SECRETARY

The secretary shall keep the minutes of the meeting of shareholders and Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; keep or cause to be kept under his general supervision by a registrar or transfer agent appointed by the company a register of the name and post office address of each shareholder as furnished by such shareholder; have general charge of the stock ledger and transfer books of the corporation; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president, or by the Board of Directors.

4.08 TREASURER

If required by the Board of Directors, the treasurer shall give a bond for the faithful performance of his duties in such sum and with or without such surety, or sureties, as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and, in general, perform all of the duties as from time to time may be assigned to him by the president or by the Board of Directors.

4.09 SALARIES

The compensation of the officers, if any, shall be fixed from time to time by the Board of Directors, and no officer shall be precluded from receiving such salary by reason of the fact that he or she is also a Director of the corporation. Any payments made to an officer of the corporation such as salary, commission, bonus, interest, or rent or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursable by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the Directors, proportionate amounts may be withheld from his or her future compensation payments until the amount owed to the corporation has been recovered.

4.10 DELEGATION OF DUTIES

In the case of the absence of any officer of the corporation or for any reason they may deem sufficient, a majority of the entire Board may delegate for the time being any powers or duties of any office to any other office or to any Director.

ARTICLE V

STOCK CERTIFICATES AND TRANSFER

5.01 CERTIFICATES

Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the president and by the secretary, or by such other officers authorized by law and by the Board of Directors so to do. All certificates for shares shall be consecutively numbered, or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock ledger books of the corporation.

In case any officer who has signed or whose facsimile signature has been used on a certificate ceases to be an officer before the certificate has been delivered, such certificate may, nevertheless, be adopted and issued and delivered by the corporation as though such officer had not ceased to hold such office.

5.02 TRANSFER OF SHARES

Transfer of shares shall be made only upon the transfer books of the corporation and before a new certificate is issued the old certificate shall be surrendered for cancellation. Such transfers shall be made only by the holder of record thereof, or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation.

Stock certificates bearing a legend stating that transfer of the shares is subject to some restriction shall not be transferred or reissued except in compliance therewith. Notwithstanding the foregoing, shares may be subject to transfer restrictions in accordance with applicable law, whether or not a restriction appears on the certificate.

5.03 REGISTERED SHAREHOLDERS

Registered shareholders only shall be entitled to be treated by the corporation as the holder in fact of the stock standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim of interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Nevada.

5.04 LOST CERTIFICATES

In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction, although the Board of Directors may, in its discretion, require the giving of a satisfactory bond of indemnity to the corporation and/or to the transfer agent and registrar.

5.05 REGULATIONS

Subject to the requirements of Section 10.4 hereof, the Board of Directors shall have power and authority to make any determination it may deem expedient concerning the issue, transfer, conversion or registration of certificates for shares of the capital stock of the corporation, not inconsistent with the laws of the State of Nevada, the Articles of Incorporation, and these Bylaws.

ARTICLE VI

BOOKS AND RECORDS

The books, accounts and records, including stock records, of the corporation shall be kept within the State of Nevada, at such place or places as the Board of Directors may from time to time appoint. The Board of Directors shall determine whether and to what extent the accounts, books and records of the corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the corporation, except as conferred by law or by resolution of the shareholders or Directors.

ARTICLE VII

CONTRACTS, LOANS, CHECKS, DEPOSITS

7.01 CONTRACTS

The Board of Directors may enter into any contract or agreement of employment with any officer, or officers, agent or agents, in the name of and on behalf of the corporation, and authority conferred thereunder may be general or confined to specific matters.

7.02 LOANS

No loans to the corporation shall be contracted on its behalf, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

7.03 CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

7.04 DEPOSITS

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may designate or authorize.

ARTICLE VIII

DISCLOSURE OF INTEREST

Except as otherwise provided by applicable law, no contract or other transaction between this corporation and any other corporation (whether or not a majority of the shares of such other corporation is owned by this corporation, or a majority of the shares of this corporation is owned by such other corporation) and no act of this corporation shall in any way be affected or invalidated by the fact that any of the Directors of this corporation are pecuniarily or otherwise interested in, or are Directors or officers of, such other corporation. Any Director, individually, or any firm of which such Director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the corporation, provided that the fact that the Director, or such firm, is so interested shall be disclosed or shall have been known to the Board of Directors or a majority thereof. Any Director of this corporation who is also a Director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, with like force and effect as if he were not such Director or officer of such other corporation, or not so interested.

ARTICLE IX

INDEMNIFICATION

Subject to the provisions of the Articles of Incorporation and Sections 78.7502 and 78.751 of the Nevada Revised Statutes as amended from time to time, and the further provisions hereof, the Corporation may indemnify any and all of its Directors, officers, former Directors, and former officers, to the full extent permitted under applicable law against all amounts incurred by them and each of them, including but not limited to expenses, legal fees, costs, judgments, fines and amounts paid in settlement which may be actually and reasonably incurred, rendered or levied in any threatened, pending or completed action, suit or proceeding brought against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of his duties as a Director or officer of the Corporation. Whenever any such Director or officer shall report to the President of the Corporation or the Board of Directors that he has incurred or may incur such amounts, the Corporation shall, within a reasonable time thereafter, determine in a manner consistent with applicable law, whether, in regard to the matter involved, such person acted or failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. If the Corporation so determines that such person acted or failed to act in such a manner with regard to the matter involved, indemnification shall be mandatory and shall be automatically extended as specified herein; provided, however, that the Corporation shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been applicable shall not offer the Corporation the opportunity, at its own expense and through counsel of its own choosing, to defend him in the action, suit or proceeding. Nothing contained herein is intended to limit any right of indemnification or other rights provided by Nevada Revised Statutes §§ 78.7502 and 78.751, or other applicable law.

ARTICLE X

TREASURY STOCK, WARRANTS AND OPTIONS

10.01 TREASURY STOCK

The corporation shall have the right to acquire, purchase, hold, exchange, sell or otherwise dispose of its own stock, and the Board of Directors is authorized to enter into agreements to repurchase stock of the corporation and to cancel the same or to hold the same as Treasury Stock and to resell any such Treasury Stock. The number of shares and price shall be fixed by the Board of Directors. Repurchase of said shares, however, shall be made only from surplus or other funds of the corporation which may be used for such purpose pursuant to the laws of the State of Nevada, the Articles of Incorporation, and these Bylaws.

10.02 WARRANTS

The Board of Directors shall have the power to authorize the issuance of any amount of stock purchase warrants authorized by law, and to approve the form, terms and conditions upon which such warrants are to be issued and exercised.

10.03 OPTIONS

The corporation may grant options to purchase its stock by individual agreement, or under a general plan. The Board of Directors shall have the power to authorize and approve stock option plans.

10.04 OPINION OF COUNSEL

Notwithstanding the foregoing provisions of this Article, prior to making any offer to sell or sale or any purchase or solicitation to sell or exchange, securities of the Corporation, the Board of Directors shall consult with and obtain the opinion of legal counsel for the corporation with reference to the legal propriety and validity of any such transaction referred to in this Article, especially in reference to the applicability of the Securities Act of 1933, the Blue Sky Laws of Nevada and of any other state, and other laws regulating transactions involving securities.

ARTICLE XI

AMENDMENT OF BYLAWS

Alterations, amendments or repeals of the Bylaws may be made by a majority of the Board of Directors by a majority vote of the whole Board of Directors at any regular or special meeting, provided the proposed alteration, amendment or repeal has been set out in the notice to each Director in writing prior to said meeting.

ARTICLE XII

WAIVER OF NOTICE

Wherever notice of a meeting is required by law or by these Bylaws to be given to any Director, officer or shareholder, such requirement shall not be construed to be limited to personal notice; such notice may be given in writing by depositing the same in a post office or letter box, post-paid addressed to such Director, officer or shareholder at his or her address as the same appears in the books of the corporation. Delivery shall be deemed complete upon deposit in the mail.

A waiver of such notice signed by a shareholder, Director or officer, whether before or after the time of the meeting, shall be deemed equivalent to any meeting notice required to be given.

ARTICLE XIII

CONFLICTING PROVISIONS

In the event of any conflict between these Bylaws and the provisions of the applicable laws of the State of Nevada, as from time to time amended, or with any applicable regulation issued thereunder, such applicable law and/or regulation shall control. In the event of any conflict between these Bylaws and the Articles of Incorporation of the corporation, as from time to time amended, the provisions of the Articles shall control.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify

That the foregoing Bylaws were duly and regularly adopted as the Bylaws of the said corporation by the shareholders of the corporation in a meeting at which a quorum was present, which was duly called and held on December 19, 2014.

That I was duly elected or appointed to serve, and I did serve as Secretary of such meeting.

IN WITNESS WHEREOF , I have hereunto subscribed my name on December 19, 2014.

______________________________

Nicole M. Breen, Secretary

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of October 1, 2016 (“Effective Date”), by and between WEED, Inc. , a Nevada corporation, (the “Company”), and Glenn E. Martin (the “Executive”). This is the 2 nd Agreement.

WITNESSETH:

WHEREAS, Executive is currently employed with the Company and the Company desires to continue retaining the services of Executive, and Executive desires to remain employed by the Company, on the terms and conditions of this Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Company and Executive, intending to be legally bound, hereby agree as follows:

1. Employment . The Company agrees to employ Executive as (i) President and (ii) Chief Executive Officer of the Company, and Executive accepts such employment and agrees to perform full-time executive employment services for the Company, subject always to resolutions of the Board of Directors of the Company (the “Board”), for the period and upon the other terms and conditions set forth in this Agreement.

2. Term . The term of Executive’s employment hereunder (the “Term”) shall commence on the Effective Date, and shall continue until the earlier of (i) two (2) years after the Effective Date or (ii) the date this Agreement is terminated upon written notice by either party as set forth in Section 5 (Termination). Sections 6 (Compensation upon the Termination of Executive’s Employment) and 7 (Change of Control) of this Agreement shall govern the amount of any compensation to be paid to Executive upon termination of this Agreement and his employment.

3. Position and Duties .

3.1. Service with the Company . During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board shall reasonably assign to him from time to time. In addition, at all times during the period of Executive’s employment by the Company, Executive shall serve on the Company’s Board as Chairman of the Board without any additional compensation.

3.2. No Conflicting Duties . Executive hereby confirms that he is under no contractual commitments inconsistent with his obligations set forth in this Agreement, and that during the Term of this Agreement, he will not render or perform services, or enter into any contract to do so, for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement or Executive’s fiduciary obligations to the Company.

4. Compensation and Benefits .

4.1. Bonus at Signing . Upon the signing of this Agreement, the Company will pay to executive seven (7) million shares of the Company’s Common Stock. These shares will be restricted, control person securities.

4.2. Base Salary . As compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annual salary of seven (7) million shares of the Company’s Common Stock (the “Base Salary”). The Base Salary is payable on January 15 of each year of the Term. The Base Salary shall be subject to review and change at the discretion of the Board (or its Compensation Committee), however, the Base Salary may not be decreased without the written consent of the Executive

4.3. Bonuses .

4.3.1 The Company shall pay Executive a bonus of one (1) million shares of the Company’s Preferred Series B Stock upon the Company regaining fully reporting status and completion of independent valuation on Preferred shares. The Company shall make this payment to Executive within thirty (30) days after the Company’s status is restored to fully reporting and completion of independent valuation report.

4.3.2 Executive may be eligible for additional bonuses as determined by the Board (or its Compensation Committee, if applicable) in its discretion.

4.4. Participation in Benefit Plans . Executive shall be included to the extent eligible thereunder in any and all plans of the Company providing general benefits for the Company’s executive employees, including, without limitation, medical, dental, vision, disability, life insurance, 401(k) plan, sick days, vacation, and holidays. Executive’s participation in any such plan or program shall be subject to the provisions, rules, and regulations applicable thereto. In addition, during the Term of this Agreement, Executive shall be eligible to participate in all non-qualified deferred compensation and similar compensation, bonus and stock plans offered, sponsored or established by Company on substantially the same or a more favorable basis as any other employee of Company. The Company will pay directly or reimburse Executive for supplemental disability coverage, in an amount approved by the Board (or its Compensation Committee, if applicable). The benefit plans described in this Section 4.4 are collectively referred to in this Agreement as “Benefit Plans.”

4.5. Business Expenses . In accordance with the Company’s policies established from time to time, the Company will pay or reimburse Executive for all reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties under this Agreement, subject to the presentment of appropriate supporting documentation. In addition, the Company will reimburse or pay directly for Executive’s personal executive development expenses, in a maximum amount to be approved by the Board (or its Compensation Committee, if applicable).

4.6. Key Man Life Insurance . During the Term of this Agreement, the Company shall maintain and pay the premiums for a “Key Man” life insurance policy relating to Executive in a coverage amount of $1,000,000. The Company will be named as the beneficiary of such policies.

5. Termination .

5.1. Disability . At the Company’s election, Executive’s employment shall terminate upon Executive’s becoming totally or permanently disabled for a period of six (6) consecutive months. For purposes of this Agreement, the term “totally or permanently disabled” or “total or permanent disability” means Executive’s inability on account of sickness or accident, whether or not job-related, to engage in regularly or to perform adequately his assigned duties under this Agreement. The Company may only make a determination that Executive is totally or permanently disabled or has a total or permanent disability upon receipt of such a determination from Executive’s regular, treating physician. Executive, or Executive’s authorized personal representative, will instruct Executive’s regular, treating physician to furnish to the Company such physician’s determination of whether Executive is totally or permanently disabled or has a total or permanent disability upon Executive’s, or Executive’s authorized personal representative’s, receipt of a written request from the Company, signed by any officer, and Executive hereby (a) waives any privilege of confidential treatment by such physician in that connection, and (b) agrees to submit to such physical and psychiatric examinations and tests as shall be reasonably necessary or appropriate to enable the Company to determine that Executive is totally or permanently disabled or has a total or permanent disability.

5.2. Death of Executive . Executive’s employment shall terminate immediately upon the death of Executive.

5.3. Termination for Cause . The Company may terminate Executive’s employment at any time for “Cause” (as hereinafter defined) immediately upon written notice to Executive. As used herein, the term “Cause” shall mean that Executive shall have (i) committed any act of fraud, embezzlement, dishonesty or any other willful misconduct that is demonstrably and materially injurious to the Company, or (ii) in the reasonable judgment of the Board, violated any material written Company policy or rules of the Company, unless cured by Executive within 30 days following written notice thereof to Executive, or (iii) refused to follow the reasonable written directions given by the Board or its designee or breached any covenant or obligation under this Agreement or other agreement with the Company, unless cured by Executive within thirty (30) days following written notice thereof to Executive. No act or failure to act by Executive shall be considered “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the Company’s best interest.

5.4. Resignation . Executive’s employment shall terminate on the earlier of the date that is thirty (30) days following the written submission of Executive’s resignation to the Company or the date such resignation is accepted by the Company.

5.5. Termination for Good Reason . Executive may terminate his employment under this Agreement at any time for “Good Reason” (as hereinafter defined). As used herein, the term “Good Reason” shall mean, without Executive’s written consent: (a) a material reduction in Executive’s Base Salary; (b) a material reduction in Executive’s authority, duties or responsibilities, including without limitation, removing Executive as Chairperson of the Board, President or Chief Technology Officer; (c) relocation by the Company of Executive’s work site to a facility or location more than 25 miles from the Executive’s principal work site for the Company; (d) imposition of a requirement that Executive report to a Company officer or employee rather than directly to the Board; or (e) a material breach by the Company of any of its obligations under this Agreement or any other written agreement or covenant with Executive. A condition will not be considered “Good Reason” unless Executive gives the Company written notice of the condition within ninety (90) days after the condition comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving Executive’s written notice. To resign for Good Reason, Executive must resign within two (2) years after one of the foregoing conditions has come into existence without Executive’s consent and has not been remedied by the Company within its 30-day remedy deadline.

5.6. Surrender of Records and Property . Subject to Section 8 (License), upon termination of his employment with the Company, Executive shall deliver promptly to the Company all credit cards, computer equipment, cellular telephone, records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables, calculations or copies thereof, that are the property of the Company and that relate in any way to the business, strategies, products, practices, processes, policies or techniques of the Company, and all other property, trade secrets and confidential information of the Company, including, but not limited to, all documents that in whole or in part contain any trade secrets or confidential information of the Company that in any of these cases are in his possession or under his control, and Executive shall also remove all such information from any personal computers that he owns or controls.

6. Compensation upon the Termination of Executive’s Employment .

6.1. In the event that Executive’s employment is terminated pursuant to Section 5.3 (Termination for Cause) or 5.4 (Resignation) then Executive shall be entitled to receive a pro rata amount of Executive’s then current Base Salary through the date his employment is terminated, but no other compensation of any kind or amount. Such pro rata amount shall be determined by the ratio of the number of days of the calendar year that have passed as of the termination date to 365. Any shares awarded in excess of such amount shall be redeemed by the Company for $1.

6.2. In the event Executive’s employment is terminated pursuant to Section 5.2 (Death), Executive’s beneficiary or a beneficiary designated by Executive in writing to the Company, or in the absence of such beneficiary, Executive’s estate, shall be entitled to receive Executive’s then current Base Salary through the end of the month in which his death occurs, but no other compensation of any kind or amount.

6.3. Subject to Section 6.4 (Conditions), in the event Executive’s employment is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company pursuant to Section 5.1 (Disability), then Executive shall be entitled to receive Executive’s then current Base Salary through the date his employment is terminated, and the Company shall pay to Executive, as a severance allowance, the following amounts (together the “Severance Payments”), and shall amend any stock option award agreement or other equity award agreement (each an “Option Agreement”) between the Company and Executive as follows, but shall pay no other compensation or benefits of any kind.

6.3.1. Company shall pay to Executive Executive’s three times then current monthly Base Salary for a period of twelve (24) months beginning upon Executive’s satisfaction of the Conditions (the “Severance Period”), paid on the Company’s regular paydays throughout the Severance Period

6.3.2. Company shall pay for Executive’s benefit, up to $75,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.

6.3.3. Company shall pay for Executive’s benefit, if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of Executive’s employment, Executive’s monthly premium (including any premiums related to Executive’s eligible dependents) under COBRA until the earliest of (a) the close of the Severance Period, (b) the expiration of Executive’s continuation of coverage under COBRA, or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment.

6.3.4. Company shall pay to Executive upon the earlier of (a) the date that is sixty (60) days after termination of Executive’s employment and (b) Executive’s satisfaction of the Conditions (defined below), any amounts payable under any Company bonus plans in which Executive is eligible to participate as of the date of the termination of his employment, after pro rating any applicable targets, quotas, and bonus payments as of the termination date, regardless when such bonus may be due under the bonus plan.

6.3.5. Company shall amend, immediately prior to the effectiveness of the termination of Executive’s employment, each Option Agreement (a) to make 100% of the then unvested shares subject to each Option Agreement fully vested and fully exercisable, (b) to terminate any rights the Company may have to repurchase unvested shares and (c) to permit Executive to exercise the options provided by each Option Agreement for a period of ten (10) years following the termination of Executive’s employment.

Notwithstanding anything herein to the contrary, the Company shall begin COBRA payments as soon as necessary for Executive to continue coverage, even if Executive has yet to meet the Conditions (as defined below); provided that this obligation shall not extend more than sixty (60) days from the date of termination of Executive’s employment.

6.4. Conditions . The Company’s obligation to pay the Severance Payments will not apply unless (a) Executive has complied with Section 5.7 (Surrender of Records and Property), (b) Executive has resigned as a member of the Company’s Board and the boards of directors of any Company subsidiaries, if applicable, and (c) Executive has executed the Company’s standard release agreement (the “Release”) that includes (i) a full mutual release of all claims by both parties and (ii) non-disbaragement of either party by the other (collectively, clauses (a) through (c) of this Section 6.4 are the “Conditions”). The Company will deliver the Release (executed by the Company) to Executive within ten (10) days of termination of Executive’s employment. The Executive must satisfy the Conditions within sixty (60) days of termination of Executive’s employment.

7. Change of Control .

7.1. Definition of Change of Control . As used herein, a “Change of Control” shall means: (a) the sale, transfer, or other disposition of all or substantially all of the Company’s assets, (b) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (c) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company. A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

7.2. Change of Control Bonus . In the event of a Change of Control, the Company shall, within thirty (30) days after occurrence of the Change of Control, pay Executive a lump sum amount equal to the sum of two hundred percent (200%) of Executive’s then current annual Base Salary.

7.3. Vesting Acceleration . In the event of a Change of Control, and notwithstanding the provisions of any Option Agreement to the contrary, immediately prior to such Change of Control, one hundred percent (100%) of the then unvested shares subject to each Option Agreement will fully vest and become fully exercisable, and any Company rights of repurchase of unvested shares with respect thereto will fully lapse, as of the closing date of the Change of Control. The Company shall also amend each Option Agreement to permit Executive to exercise the options provided by each Option Agreement for a period of ten (10) years following the termination of Executive’s employment.

7.4. Benefit Plans Following a Change of Control . In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive and the Company (or the surviving entity) offers benefit plans that are less favorable to Executive and Executive’s eligible dependents than the Benefit Plans Executive and Executive’s dependents had immediately prior to the Change of Control, the Company (or the surviving entity) will reimburse Executive for any expenses he incurs to independently acquire additional coverage under a third-party plan to cover such deficit in benefits for up to a one (1) year period up to a maximum of $12,000.

7.5. Severance Payments Following a Change of Control . In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive, in the event Executive’s employment is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason), the Company (or the surviving entity) shall pay the Severance Payments to Executive in accordance with Section 6.3 above.

8. Successors .

8.1. The Company’s Successors . Any successor to the Company (whether direct or indirect and whether by purchase, merger, acquisition, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations of the Company under this Agreement and agree expressly to perform the obligations of the Company under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.

8.2. Executive’s Successors . The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

9. Other Provisions .

9.1. Code Section 409A . For purposes of Section 409A Internal Revenue Code, as amended (“Section 409A”), Executive hereby elects to receive, and the Company hereby agrees to pay, each amount payable under this Agreement at the times, and on the terms and conditions, set forth herein. Notwithstanding the foregoing, if Section 409A would impose any additional tax on payments within the first six (6) months following Executive’s Separation from Service (as defined in Section 409A), such payments shall be delayed to the minimum extent necessary to avoid such additional tax. Any delayed payments shall be paid in a lump sum on the first day of the seventh (7 th ) month after Executive’s Separation from Service.

9.2. Governing Law . This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflicts of law provisions thereof.

9.3. Prior Agreements . This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes all prior agreements and understanding with respect to such subject matter, and the parties hereto have made no agreements, representations, or warranties relating to the subject matter of this Agreement which are not set forth herein.

9.4. Withholding Taxes and Right of Offset . The Company may withhold from all payments and benefits under this Agreement all federal, state, city, or other taxes as shall be required pursuant to any law or governmental regulation or ruling. Executive agrees that the Company may offset any payments owed to Executive pursuant to this Agreement or otherwise against any amounts owed by Executive to the Company.

9.5. No Duty to Mitigate . Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Executive may receive from any other source.

9.6. Amendments . No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by Executive and the Company.

9.7. Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

9.8. No Waiver . No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

9.9. Severability . To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted from this Agreement and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

9.10. Survivability . Sections 6, 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and the termination of Executive’s employment with the Company.

9.11. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

	“Company”:	WEED, Inc. , a Nevada corporation


		By:
		Title:


	“Executive”:
		Glenn E. Martin , an individual

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of October 1, 2016 (“Effective Date”), by and between WEED, Inc. , a Nevada corporation, (the “Company”), and Nicole M. Breen (the “Executive”). This is the 2 nd . Agreement.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Company and Executive, intending to be legally bound, hereby agree as follows:

1. Employment . The Company agrees to employ Executive as (i) Corporate Secretary and (ii) Treasurer of the Company, and Executive accepts such employment and agrees to perform full-time executive employment services for the Company, subject always to resolutions of the Board of Directors of the Company (the “Board”), for the period and upon the other terms and conditions set forth in this Agreement.

3. Position and Duties .

3.1. Service with the Company . During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board shall reasonably assign to her from time to time. In addition, at all times during the period of Executive’s employment by the Company, Executive shall serve on the Company’s Board of Directors without any additional compensation unless designated by the Board.

3.2. No Conflicting Duties . Executive hereby confirms that she is under no contractual commitments inconsistent with his obligations set forth in this Agreement, and that during the Term of this Agreement, she will not render or perform services, or enter into any contract to do so, for any other corporation, firm, entity or person that are inconsistent with the provisions of this Agreement or Executive’s fiduciary obligations to the Company.

4. Compensation and Benefits .

4.1. Bonus at Signing . Upon the signing of this Agreement, the Company will pay to executive four (4) million shares of the Company’s Common Stock. These shares will be restricted, control person securities.

4.2. Base Salary . As compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annual salary of four (4) million shares of the Company’s Common Stock (the “Base Salary”). The Base Salary is payable on January 15 of each year of the Term. The Base Salary shall be subject to review and change at the discretion of the Board (or its Compensation Committee), however, the Base Salary may not be decreased without the written consent of the Executive.

4.3. Bonuses .

4.3.1 The Company shall pay Executive a bonus of one (1) hundred thousand shares of the Company’s Preferred Series B Stock upon the Company regaining fully reporting status and completion of independent valuation on Preferred shares. The Company shall make this payment to Executive within thirty (30) days after the Company’s status is restored to fully reporting and completion of independent valuation on Preferred shares

4.3.2 Executive may be eligible for additional bonuses as determined by the Board (or its Compensation Committee, if applicable) in its discretion.

5. Termination .

5.1. Disability . At the Company’s election, Executive’s employment shall terminate upon Executive’s becoming totally or permanently disabled for a period of six (6) consecutive months. For purposes of this Agreement, the term “totally or permanently disabled” or “total or permanent disability” means Executive’s inability on account of sickness or accident, whether or not job-related, to engage in regularly or to perform adequately her assigned duties under this Agreement. The Company may only make a determination that Executive is totally or permanently disabled or has a total or permanent disability upon receipt of such a determination from Executive’s regular, treating physician. Executive, or Executive’s authorized personal representative, will instruct Executive’s regular, treating physician to furnish to the Company such physician’s determination of whether Executive is totally or permanently disabled or has a total or permanent disability upon Executive’s, or Executive’s authorized personal representative’s, receipt of a written request from the Company, signed by any officer, and Executive hereby (a) waives any privilege of confidential treatment by such physician in that connection, and (b) agrees to submit to such physical and psychiatric examinations and tests as shall be reasonably necessary or appropriate to enable the Company to determine that Executive is totally or permanently disabled or has a total or permanent disability.

5.2. Death of Executive . Executive’s employment shall terminate immediately upon the death of Executive.

5.5. Termination for Good Reason . Executive may terminate her employment under this Agreement at any time for “Good Reason” (as hereinafter defined). As used herein, the term “Good Reason” shall mean, without Executive’s written consent: (a) a material reduction in Executive’s Base Salary; (b) a material reduction in Executive’s authority, duties or responsibilities, including without limitation, removing Executive as Chairperson of the Board, President or Chief Technology Officer; (c) relocation by the Company of Executive’s work site to a facility or location more than 25 miles from the Executive’s principal work site for the Company; (d) imposition of a requirement that Executive report to a Company officer or employee rather than directly to the Board; or (e) a material breach by the Company of any of its obligations under this Agreement or any other written agreement or covenant with Executive. A condition will not be considered “Good Reason” unless Executive gives the Company written notice of the condition within ninety (90) days after the condition comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving Executive’s written notice. To resign for Good Reason, Executive must resign within two (2) years after one of the foregoing conditions has come into existence without Executive’s consent and has not been remedied by the Company within its 30-day remedy deadline.

6. Compensation upon the Termination of Executive’s Employment .

6.3.2. Company shall pay for Executive’s benefit, up to $75,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.

7. Change of Control .

8. Successors .

9. Other Provisions .

9.2. Governing Law . This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflicts of law provisions thereof.

9.6. Amendments . No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by Executive and the Company.

9.7. Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

9.10. Survivability . Sections 6, 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and the termination of Executive’s employment with the Company.

9.11. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

	“Company”:	WEED, Inc. , a Nevada corporation


		By:
		Title:


	“Executive”:
		Nicole M. Breen , an individual

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of October 1, 2016 (“Effective Date”), by and between WEED, Inc. , a Nevada corporation, (the “Company”), and Ryan Breen (the “Executive”). This is the 2 nd Agreement.

WITNESSETH:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Company and Executive, intending to be legally bound, hereby agree as follows:

1. Employment . The Company agrees to employ Senior as (i) Vice President and (ii) Social Media Officer of the Company, and Executive accepts such employment and agrees to perform full-time executive employment services for the Company, subject always to resolutions of the Board of Directors of the Company (the “Board”), for the period and upon the other terms and conditions set forth in this Agreement.

3. Position and Duties .

4. Compensation and Benefits .

4.1. Bonus at Signing . Upon the signing of this Agreement, the Company will pay to executive one (1) million shares of the Company’s Common Stock. These shares will be restricted, control person securities.

4.2. Base Salary . As compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to Executive an annual salary of One (1) Million shares of the Company’s Common Stock (the “Base Salary”). The Base Salary is payable on January 15 of each year of the Term. The Base Salary shall be subject to review and change at the discretion of the Board (or its Compensation Committee), however, the Base Salary may not be decreased without the written consent of the Executive.

4.3. Bonuses .

4.3.1 The Company shall pay Executive a bonus of One Hundred (100,000) Thousand shares of the Company’s Preferred Series B Stock upon the Company regaining fully reporting status and completion of independent valuation on Preferred shares. The Company shall make this payment to Executive within thirty (30) days after the Company’s status is restored to fully reporting and completion of independent valuation on Preferred shares.

4.3.2 Executive may be eligible for additional bonuses as determined by the Board (or its Compensation Committee, if applicable) in its discretion.

5. Termination .

5.2. Death of Executive . Executive’s employment shall terminate immediately upon the death of Executive.

6. Compensation upon the Termination of Executive’s Employment .

6.3.2. Company shall pay for Executive’s benefit, up to $75,000.00 for outplacement services for Executive with an outplacement firm selected by Executive.

7. Change of Control .

8. Successors .

9. Other Provisions .

9.2. Governing Law . This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Arizona without reference to conflicts of law provisions thereof.

9.6. Amendments . No amendment or modification of this Agreement shall be deemed effective unless made in writing signed by Executive and the Company.

9.7. Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

9.10. Survivability . Sections 6, 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and the termination of Executive’s employment with the Company.

9.11. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

	“Company”:	WEED, Inc. , a Nevada corporation


		By:
		Title:


	“Executive”:
		Ryan Breen , an individual

Exhibit 10.4

SHARE EXCHANGE AGREEMENT

among:

WEED Inc.,

a Nevada corporation;

Sangre AT, LLC,

a Wyoming limited liability company

Dated as of April 20, 2017

Table of Contents

		Page
ARTICLE I ACQUISITION AND EXCHANGE OF WEED SHARES		1
1.1	The Agreement	1
1.2	Exchange of WEED Shares	1
1.3	Closing	2
ARTICLE II REPRESENTATIONS AND WARRANTIES		2
2.1	Representations and Warranties of WEED	2
2.2	Representations and Warranties of the Sangre Members	3
ARTICLE III CONDITIONS TO CLOSING		5
3.1	Conditions to Sangre Obligations	5
3.2	Conditions to WEED’s Obligations	6
ARTICLE IV definitions		6
4.1	Definitions	6
ARTICLE V MISCELLANEOUS		7
5.1	Termination of Rights and Obligations under the Operating Agreement	7
5.2	Resignations	7
5.3	Amendment to Charter Documents	7
5.4	Representation and Acknowledgement	7
5.5	Consultation with Independent Counsel	7
5.6	Limits of Remedy and Liability	7
5.7	Expenses	8
5.8	Necessary Actions	8
5.9	Notices	8
5.1	Parties in Interest	8
5.11	Severability	8
5.12	Survival of Representations, Warranties, Covenants and Agreements	8
5.13	Entire Agreement	9
5.14	Waiver	9
5.15	Amendment	9
5.16	No Assignment; Binding Effect	9
5.17	Governing Law	9
5.18	Counterparts	9

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (“ Agreemen t ”) dated as of April 20, 2017 is made and entered into by and among WEED Inc., a Nevada corporation (“ WEED ”) and the members of Sangre AT, LLC, a Wyoming limited liability company (“ Sangre ”), identified on Schedule A hereto. Each member may be referred to herein as a “ Sangre Member ” and together as “ Sangre Members ”. Sangre Members and WEED may be referred to in this Agreement collectively as “ Parties ” and individually as a “ Party ”.

RECITALS

WEED desires to acquire all of the issued and outstanding limited liability company membership interests of Sangre (the “ Sangre Membership Interests ”) solely in exchange for an aggregate of Five Hundred Thousand (500,000) shares of common stock, par value $0.001 per share, of WEED (the “ WEED Shares ”). The Sangre Members desire to exchange all of their Sangre Membership Interests solely for the WEED Shares in the amount set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties and covenants herein contained, the Parties hereby agree as follows:

ARTICLE I

ACQUISITION AND EXCHANGE OF WEED SHARES

1.1 The Agreement . The Parties hereby agree that, at the closing of the transactions contemplated hereby (the “ Closing ”), WEED shall acquire all of the issued and outstanding Sangre Membership Interests solely in exchange for an aggregate of Five Hundred Thousand (500,000) WEED Shares at a deemed price of $1.00 per share of WEED Common Stock (the “ Share Exchange ”), which, immediately following such issuance and exchange, shall represent [_____]% of the outstanding shares of common stock, par value $0.001 of WEED (“ WEED Common Stock ”). The Parties hereto agree that at the Closing, Sangre will become a wholly-owned subsidiary of WEED subject to the conditions and provisions herein.

1.2 Exchange of WEED Shares .

(a) At the Closing, WEED will cause to be issued and held for delivery to the Sangre Members or their designees, stock certificates representing in the aggregate the WEED Shares, in exchange for all of the issued and outstanding Sangre Membership Interests, which Sangre Membership Interests will be delivered to WEED at the Closing.

(b) The WEED Shares of WEED Common Stock to be issued pursuant to paragraph (a) of this Section 1.2 will issued to the Sangre Members or as directed thereby as set forth in Schedule 1.2(b) .

(c) All WEED Shares of WEED Common Stock to be issued hereunder shall be deemed “ restricted securities ” as defined in Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”), and the Sangre Members hereby represent that they are acquiring the WEED Shares for investment purposes only and without the intent to make a further distribution of such WEED Shares. All WEED Shares of WEED Common Stock to be issued under the terms of this Agreement shall be issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder. Certificates representing the WEED Shares of WEED Common Stock to be issued hereunder shall bear a restrictive legend in substantially the following form:

The WEED Shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state and may not be offered for sale, sold, or otherwise disposed of, except in compliance with the registration provisions of such Act and all applicable state securities laws or pursuant to an exemption from such registration provisions.

1.3 Closing . The Closing will take place when the last of the conditions set forth in Article III are satisfied or waived and at a date, time and place (the “ Closing Date ”) to be mutually agreed upon by the Parties hereto. At the Closing:

(a) 1 Sangre will deliver to WEED membership certificates or other evidences representing all of the issued and outstanding Sangre Membership Interests as reasonably requested by WEED, duly endorsed, so as to make WEED the holder thereof, free and clear of all Encumbrance; and

(b) WEED will deliver to, or at the direction of, the Sangre Members, in accordance with Schedule 1.2(b) hereof, stock certificates representing an aggregate of Five Hundred Thousand (500,000) WEED Shares of WEED Common Stock, which certificates will bear a restrictive legend in the form customarily used with restricted securities and as set forth in Section 1.2(c) above.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of WEED . WEED hereby represents and warrants to, and agrees with, the Sangre Members, as of the date hereof and as of the Closing Date, as follows:

(a) Corporate Existence . WEED is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. WEED has full corporate power and authority to execute and deliver this Agreement.

(b) Corporate Power . WEED has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the WEED Shares, and to carry out and perform its obligations under the terms of this Agreement.

_____________________________

1 Are there certificates?

(c) Authority . The execution and delivery by WEED of this Agreement, and the performance by WEED of its obligations hereunder, have been duly and validly authorized by the Board of Directors of WEED. This Agreement has been duly and validly executed and delivered by WEED and constitutes a legal, valid and binding obligation of WEED enforceable against WEED in accordance with its terms.

(d) WEED Stock . The WEED Shares, when issued and delivered in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and free and clear of any Encumbrance, except as expressly provided herein.

(e) No Conflicts . The execution and delivery by WEED of this Agreement does not, and the consummation of the transactions contemplated hereby will not:

(i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of WEED’s Articles of Incorporation or bylaws;

(ii) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to WEED (other than such conflicts, violations or breaches that could not in the aggregate reasonably be expected to adversely affect the validity or enforceability of this Agreement against WEED); or

(iii) conflict with or result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, require WEED to obtain any consent or approval of, make any filing with, or give any notice to any Person as a result or under the terms of, or result in the creation or imposition of any Encumbrance upon WEED under, any contract to which WEED is a Party.

(f) Governmental Approvals and Filings . Except for filings post-Closing with state and federal securities authorities, no consent, approval or action of, filing with, or notice to any governmental or regulatory authority on the part of WEED is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, to make any such filing, or to give any such notice could not reasonably be expected to adversely affect the ability of WEED to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder.

(g) Legal Proceedings . There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the WEED, threatened against or by WEED that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement

2.2 Representations and Warranties of the Sangre Members . Each Sangre Member, jointly and severally, hereby represents and warrants to, and agrees with, WEED as follows:

(a) Due Authorization . Such Sangre Member has approved this Agreement and duly authorized the execution and delivery hereof. Such Sangre Member has full power and authority under the laws of the jurisdictions of residence thereof to execute, deliver, and perform the obligations under this Agreement and the transactions contemplated hereby and in connection herewith. Such Sangre Member, if an individual, has reached the age of majority under applicable law and is not insolvent.

(b) Power to Transfer . The Sangre Members own beneficially all of the Sangre Membership Interests. Such Sangre Member has full power and authority to transfer such Sangre Membership Interests to WEED under, pursuant to, and in accordance with, this Agreement, and such Sangre Membership Interests are free and clear of any Encumbrance, other than pursuant to any federal or state securities laws and such Sangre Membership Interests are not subject to any claims as to the ownership thereof, or any rights, powers or interest therein, by any third party and are not subject to any preemptive or similar rights of the Sangre Members.

(c) Investment Purposes . Such Sangre Member represents that such Sangre Member is acquiring the WEED Shares of WEED Common Stock to be issued pursuant hereto for his, her or its own accounts and for investment only and not for any other Person and not for the purpose of distribution or resale thereof within the meaning of such phrase as defined under the Securities Act. Such Sangre Member has not entered into any written or oral agreement to sell, transfer or dispose of any of the WEED Common Stock and shall not dispose of any part or all of such WEED Shares of WEED Common Stock in violation of the provisions of the Securities Act and the rules and regulations promulgated under the Securities Act by the Securities and Exchange Commission (“ SEC ”) and all applicable provisions of state securities laws and regulations.

(d) Legend . Such Sangre Member acknowledges that the certificate or certificates representing the WEED Shares of WEED Common Stock shall bear a legend in substantially the form set forth in Section 1.2(c) hereof.

(e) Restricted Securities . Such Sangre Member acknowledges being informed that the WEED Shares of WEED Common Stock to be issued pursuant to this Agreement shall be unregistered, shall be “ restricted securities ” as defined in paragraph (a) of Rule 144 under the Securities Act, and must be held indefinitely unless (a) they are subsequently registered under the Securities Act, or (b) an exemption from such registration is available. Such Sangre Member further acknowledges that WEED does not have an obligation to currently register such securities for the account of the Sangre Members.

(f) Access . Such Sangre Member acknowledges that such Member has been afforded access to all material information which such Sangre Member has requested relevant to such Sangre Member’s decision to acquire the WEED Shares of WEED Common Stock and to ask questions of WEED’s management and that, except as set forth herein, neither WEED nor anyone acting on behalf of WEED has made any representations or warranties to such Sangre Member which have induced or persuaded such Sangre Member to acquire such WEED Shares of WEED Common Stock.

(g) Knowledge and Experience . Either alone, or together with their investment advisor(s), such Sangre Member has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment in the WEED Shares of WEED Common Stock, and such Sangre Member is and will be able to bear the economic risk of the investment in such WEED Shares of WEED Common Stock.

(h) Accredited Investor . Such Sangre Member is an “ accredited investor ” as defined in Regulation D promulgated under the Securities Act.

(i) Organization and Authority . Sangre is a limited liability company duly organized, validly existing, and in good standing under the Law of the State of Wyoming. Sangre has all requisite limited liability company power and authority to own or lease and operate its properties and assets and to conduct its business as currently conducted.

(j) Legal Proceedings . There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Sangre Members, threatened against or by Sangre Members or Sangre that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(k) Property and Assets . The property and assets listed on Schedule 2.3(k) represent all of the property and assets of Sangre and such property and assets are owned by Sangre free and clear of all Encumbrances.

(l) Financials . The Sangre Members have delivered to WEED a balance sheet and certain other financial information of Sangre dated as of [ ____________ ] (the “ Statements ”). The Statements (i) are true, complete and correct in all material respects; (ii) are in accordance with the books and records of the Seller; (iii) present fairly the assets and liabilities of Sangre and [ __________ ]. There will be no material changes to the financial condition of Sangre as presented in the Statements on the Closing Date.

(m) Personnel . Schedule 2.2(m) contains a complete list of every managing member, officer, and employee of Sangre or independent contractor or service provider and any contracts between Sangre and such Persons as of the Closing Date.

(n) Contracts . For purposes of this Agreement “ Contract ” means contracts, agreements, arrangements or understandings, whether written or oral and whether express or implied to which Sangre is a party (each, a “ Contract ”). Each Contract listed on Schedule 2.2(n) hereto is legal, valid, binding, and enforceable and is in full force and effect. Neither Sangre nor any other party is in breach or violation of, or (with or without notice or lapse of time or both) default under, any Contract, nor has Sangre received any claim of any such breach, violation or default. The Contracts listed in Schedule 2.2(n) herein represent all Contracts which Sangre is bound by.

ARTICLE III

CONDITIONS TO CLOSING

3.1 Conditions to Sangre Obligations . The respective obligations of the Sangre Members under this Agreement are subject to the conditions precedent that:

(a) all agreements and covenants to be performed and satisfied by WEED hereunder on or prior to the Closing Date shall have been duly performed and satisfied by WEED in all material respects;

(b) the representations and warranties of WEED shall be true and correct in all material respects as of the Closing Date; and

(c) no legal or regulatory action, order, judgment, decree or proceeding shall have been entered or be pending or threatened by any Person, regulatory body or any court to enjoin, restrict or prohibit the transactions contemplated hereby.

3.2 Conditions to WEED’s Obligations . The respective obligations of WEED under this Agreement are subject to the conditions precedent that:

(a) all agreements and covenants to be performed and satisfied by the Sangre Members hereunder on or prior to the Closing Date shall have been duly performed and satisfied by the Sangre Members in all material respects;

(b) the representations and warranties of the Sangre Members shall be true and correct in all material respects as of the Closing Date;

(c) no legal or regulatory action, order, judgment, decree or proceeding shall have been entered or be pending or threatened by any Person to enjoin, restrict or prohibit the transactions contemplated hereby; and

(d) Sangre shall have entered into employment or independent contractor agreements with Ted Hadfield and Yuriy Fofanov.

ARTICLE IV

DEFINITIONS

4.1 Definitions . For the purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) “ Encumbrance ” means any lien, tax, pledge, mortgage, deed of trust, security interest, charge, claim or other similar encumbrance.

(b) “ Governmental Authority ” shall mean any domestic or foreign national, state, county, providence or local government or any subdivision thereof, any domestic, foreign or supranational court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency or any arbitral body, including any taxing authority, or any arbitrator, court or tribunal of competent jurisdiction.

(c) “ Law ” means any federal, state, county, local, municipal, Indian, foreign, international, multinational or other constitution, statute, law, by-law, ordinance, principle of common law, code, regulation, rule, judicial or administrative decision, regulatory agency guidance or treaty.

(d) “ Order ” shall mean any order, injunction, judgment, decision, decree, ruling, assessment, stipulation or award entered by or with any Court of competent jurisdiction or Governmental Authority.

(e) “ Person ” shall mean an individual, corporation, general partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.

ARTICLE V

MISCELLANEOUS

5.1 Termination of Rights and Obligations under the Operating Agreement . Immediately following the Closing as contemplated herein, the Sangre Members shall cease to be members of Sangre and, accordingly, shall cease to have any rights (including any rights to receive further distributions of cash from Sangre, whether relating to previously accrued or future income, except as provided herein) and shall cease to be bound by any provision of the Operating Agreement of Sangre dated effective as of March 1, 2017 (the “ Operating Agreement ”).

5.2 Resignations . As of the Closing, the Sangre Members shall resign from all positions with Sangre as member, manager, employee, officer or other authorized representative or agent of Sangre.

5.3 Amendment to Charter Documents . The Parties hereby authorize Sangre upon Closing to amend Sangre’s Articles of Organization and other Sangre documents that may be applicable to reflect the transactions contemplated herein.

5.4 Representation and Acknowledgement . Each of the Parties represent and acknowledge that such Party has carefully read and fully understands all of the provisions of this Agreement which sets forth the entire agreement between the Parties and that such Party has not relied upon any representations or statement, written or oral, not set forth in this document, and has had such time as he/it deemed necessary to review, consider and deliberate as to the terms of this Agreement.

5.5 Consultation with Independent Counsel . The Parties hereto have each consulted with and been counseled by their own legal counsel and tax advisors, and are entering into this Agreement voluntarily and with full understanding of the meaning and legal effects of each provision contained in this Agreement. Snell and Wilmer L.L.P. has acted as legal counsel to WEED and has not acted as legal counsel to any other Party. The Parties hereto and their respective legal counsel have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

5.6 Limits of Remedy and Liability . In the event of any breach by any Party of any representation, warranty or covenant in this Agreement, the non-defaulting Party shall have any and all rights and remedies available at law or in equity against the defaulting Party. In the event of a lawsuit to enforce this Agreement, the substantially prevailing Party (as determined by the court) shall be entitled to recover from the non-substantially prevailing Party all of the attorneys’ fees and costs incurred by the substantially prevailing Party in such action.

5.7 Expenses . All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, will be paid by the Party incurring such expense or as otherwise agreed to herein.

5.8 Necessary Actions . Subject to the terms and conditions herein provided, each of the Parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the directors of WEED and the Sangre Members, as the case may be, agree to take such actions.

5.9 Notices . Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested or by the most nearly comparable method if mailed from or to a location outside of the United States or by Federal Express, or similar overnight delivery or courier service or delivered (in person or by facsimile) against receipt to the Party to which it is to be given at the address of such Party set forth in Schedule A hereto (or to such other address as the Party shall have furnished in writing in accordance with the provisions of this Section 5.9 ). Any notices to WEED shall be sent to 4920 N. Post Trail, Tucson, Arizona 85750, addressed to the attention of the President. Any notice or other communication given by certified mail (or by such comparable method) shall be deemed given at the time of certification thereof (or comparable act), except for a notice changing a Party’s address which will be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 5.9 shall be deemed given at the time of receipt thereof.

5.10 Parties in Interest . This Agreement will inure to the benefit of and be binding upon the Parties hereto and the respective successors and assigns. Nothing in this Agreement is intended to confer, expressly or by implication, upon any other Person any rights or remedies under or by reason of this Agreement.

5.11 Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of any of the other provisions hereof. If any provisions of this Agreement, or the application thereof to any Person or any circumstance, is illegal, invalid or unenforceable, (a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

5.12 Survival of Representations, Warranties, Covenants and Agreements . The representations, warranties, covenants and agreements of the Parties hereto contained in this Agreement will survive the execution and delivery of this Agreement with respect to any representation or warranty for a period of one year.

5.13 Entire Agreement . This Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

5.14 Waiver . No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

5.15 Amendment . This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.

5.16 No Assignment; Binding Effect . Neither this Agreement nor any right, interest nor obligation hereunder may be assigned by any Party hereto without the prior written consent of the other Party hereto and any attempt to do so will be void. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties hereto and their respective successors and assigns.

5.17 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Arizona applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

5.18 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[The Remainder of this Page is Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in a manner legally binding upon them as of the date first above written.

	WEED, INC.

By:
	Name:
	Title: Chief Executive Officer


	SANGRE MEMBERS


	Patrick E. Williams



	Mary A. Williams



	Travis Nelson



	Amanda Gross



	Ted Hadfield



	Yuriy Fofanov



	Chad Wagner

Signature Page to Share Exchange Agreement

Schedule A

Names and Addresses of Sangre Members

Patrick E. Williams

8724 N. Lathrop Drive

Kansas City, MO 64155

Mary A. Williams

8724 N. Lathrop Drive

Kansas City, MO 64155

Travis Nelson

25859 Highway 69

Gardner, CO 81040

Amanda Gross

4950 Woodway, Suite 304

Houston, TX 77056

Ted Hadfield

183 Ridgemont Circle

Palm Bay, FL 32909

Yuriy Fofanov

2014 Bywater Ct.

League City, TX 77573

Chad Wagner

9406 Greenway Ln.

Lenexa, KS 66215-3171

Schedule A-1

Schedule 1.2(b)

Share Issuance Instructions

Sangre Member Name	Percentage Interestin Sangre	WEED Shares to be Received at Closing
Patrick E. Williams	29.17%	145,850
Mary A. Williams	29.17%	145,850
Travis Nelson	10%	50,000
Amanda Gross	6.66%	33,300
Ted Hadfield	10%	50,000
Yuriy Fofanov	10%	50,000
Chad Wagner	5%	25,000
		500,000

Schedule 1.2(b)-1

Schedule 2.2(k)

Property and Assets

Schedule 2.2(k)

Schedule 2.2(m)

Personnel

Schedule 2.2(m)

Schedule 2.2(n)

Contracts

Schedule 2.2(n)

Exhibit 10.5

PROMISSORY NOTE

$ 475,000.00

Date: July 26, 2017

FOR VALUE RECEIVED, WEED Inc., promises to pay to the order of A. R. Miller, the sum of Four hundred seventy-five thousand dollars ($475,000.00), with interest at the rate of 5% per cent per annum, at 8905 153 rd St., Wolfforth, TX 79382 said principal and interest payable as follows:

4 consecutive semi-annual installments in the amount of $118,750.00 plus accrued interest commencing on January 26, 2018 and continuing on the 26 th day of July and the 26 th day of January each year, until the balance of principal and interest is paid in full. If any payment is 30 days or more late, then a late charge of $5,937.50 shall be due and payable.

NO PRE-PAYMENT PENALTY.

It is agreed that if this Note is not paid when due or declared due hereunder, the principal and accrued interest thereon shall draw interest at the rate of 12% per cent per annum, and that failure to make any payment of principal or interest when due or any default under any encumbrance of agreement securing this Note shall cause the whole Note to become due at once, or the interest to be counted as principal, at the option of the holder of the Note. The makers and endorsers hereof severally waive presentment for payment, protest, notice of nonpayment and protest, and agree to any extension of time of payment and partial payments before, at or after maturity, and if this Note or interest thereon is not paid when due, or suit is brought, agree to pay all reasonable costs of collection, including reasonable attorney's fees.

This promissory note is secured by a deed of trust of even date.

	WEED Inc

By:
	Glenn E Martin, President & CEO

STATE OF

)

) ss.

COUNTY OF

)

The foregoing Promissory Note was acknowledged before me this _____ day of July, 2017 by WEED Inc., by Glenn E. Martin, President and CEO.

	WITNESS MY HAND AND OFFICIAL SEAL.


My Commission Expires:	Notary Public

KEEP THIS NOTE IN A SAFE PLACE. THE ORIGINAL OF THIS NOTE MUST BE EXHIBITED TO THE PUBLIC TRUSTEE IN ORDER TO RELEASE A DEED OF TRUST SECURING THIS NOTE.

Exhibit 10.6

DEED OF TRUST

THIS INDENTURE, made this 26 th day of July, 2017, between WEED Inc., whose address is: 4920 N. Post Trail, Tucson, AZ 85750, party of the first part, and the Public Trustee of the County of Huerfano in the State of Colorado, party of the second part, WITNESSETH:

THAT WHEREAS , the said WEED Inc., has executed a Promissory Note bearing even date herewith for the principal sum of Four hundred seventy-five thousand dollars,($475,000.00) payable to the order of A. R. Miller, whose address is 8905 153 rd St., Wolfforth, TX 79382, after the date thereof with interest thereon from the date thereof at the rate of 5% per cent per annum, payable as follows: 4 consecutive semi-annual installments in the amount of $118,750.00 plus accrued interest commencing on January 26, 2018 and continuing on the 26 th day of July and the 26 th day of January each year, until the balance of principal and interest is paid in full. If any payment is 30 days or more late, then a late charge of $5,937.50 shall be due and payable. NO PRE-PAYMENT PENALTY.

AND WHEREAS , the said party of the first part is desirous of securing the payment of the principal and interest of said Promissory Note in whose hands soever the said Note may be.

NOW THEREFORE , the said party of the first part, in consideration of the premises, and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said party of the second part, in trust forever, the following described property, situate in the County of Huerfano, and State of Colorado, to-wit:

Lots 7 through 17, Block 36, Town of La Veta, together with the South one-half of vacated Cucharas Street and the North one-half of the East-West Alley adjacent to said Lots 7 through 11, Block 36, vacated by La Veta Town Ordinance #116.

And

All that portion of the vacated West-Wet Alley adjacent to Lots, 7, 8, 9, 10 and 11, Block 36, Town of La Veta, together with that portion of Lot 24, Block 36, Town of La Veta adjacent thereto, County of Huerfano, State of Colorado

And

Lots 1 through 3 and 6 through 9, Block 2, Moore’s Park, County of Huerfano, State of Colorado.

TO HAVE AND TO HOLD the same, together with all the singular, the privileges and appurtenances, thereunto belonging: In Trust Nevertheless, that in case of default in the payment of said Note, or any part thereof, or in the payment of the interest thereon, according to the tenor and effect of said Note or in the payment of any prior encumbrance, principal or interest, if any, or in case default shall be made in or in case of violation or breach of any of the terms, conditions, covenants, or agreements herein contained, the beneficiary hereunder, or the legal holder of the indebtedness secured hereby may declare a violation of any of the covenants herein contained and elect to advertise said property for sale and demand such sale, then upon filing notice of such election and demand for sale with the said party of the second part, who shall upon receipt of such notice of election and demand for sale cause a copy of the same to be recorded in the recorder's office of the county in which said real estate is situated, it shall and may be lawful for said party of the second part to sell and dispose of the same (en masse or in separate parcels, as said Public Trustee may think best), and all the right, title and interest of said party of the first part, his heirs or assigns therein, at public auction at the east front door of the Courthouse in Walsenburg, County of Huerfano, and State of Colorado or on said premises of any part thereof, as may be specified in the notice of such sale, for the highest and best price the same will bring in cash, four weeks' public notice having previously given of the time and place of such sale, by advertisement, weekly, in some newspaper of general circulation at the time published in said County of Huerfano, a copy of which notice shall be mailed as provided by statute to said party of the first part at the address given and to such person or persons appearing to have acquired a subsequent record interest in said real estate at the address given in the recorded instrument, where only the county and state is given as the address then such notice shall be mailed to the county seat, and to make and give to the purchaser or purchasers of such property at such sale a certificate or certificates in writing describing such property purchased, and the sum or sums paid therefore, and the time when the purchaser or purchasers (or other person entitled thereto) shall be entitled to a deed or deeds therefore, unless the same shall be redeemed as is provided by law and said Public Trustee shall, upon demand by the person or persons holding the said certificate or certificates of purchase, when said demand is made, or upon demand by the person or persons holding the said certificate or certificates of purchase, when said demand is made, or upon demand by the person entitled to a deed and for the property purchased, at the time such demand is made, the time for redemption having expired, make and execute to such person or persons a deed or deeds shall be in the ordinary form of a conveyance, and shall be signed, acknowledged and delivered by the said Public Trustee as grantor, and shall convey and quit claim to such person or persons entitled to such deed, as grantee, the said property purchased as aforesaid, and all the right, title, interests, benefit and equity of redemption of the party of the first part, his heirs and assigns therein and shall recite the sum or sums for which the said property was sold and shall refer to the power of sale herein contained, and to the sale or sales made by virtue thereof; and in case of an assignment of such certificate or certificates of purchase, or in case of the redemption of such property by a subsequent encumbrancer, such assignment or redemption shall also be referred to in such deed or deeds; but the notice of sale need not be set out in such deed or deeds; and the said Public Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or the legal holder of said note the principal and interest due on said note according to the tenor and effect thereof, and all monies advanced by such beneficiary or legal holder of said note for insurance, taxes, and assessments, with interest thereon at 12 percent per annum, rendering the overplus, if any, unto the said party of the first part, his legal representatives or assigns; which sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against the said party of the first part, his heirs or assigns and all other persons claiming the said property, or any part thereof, by, from, through or under said party of the first part, or any of them. The holder or holders of said note or notes may purchase said property or any part thereof; and it shall not be obligatory upon the purchaser or purchasers at any such sale to see to the application of the purchase money. If a release deed be required, it is agreed that the party of the first part, his heirs or assigns, will pay the expense thereof.

And the said party of the first part, for himself and for his heirs, executors, and administrators, covenants and agrees to and with the said party of the second part, that at the time of the ensealing of and delivery of these presents he is well seized of the said lands and tenements in fee simple and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid; hereby fully and absolutely waiving and releasing all rights and claims he may have in or to said lands, tenements, and property as a Homestead Exemption, or other exemption, under and by virtue of any act of the General Assembly of the State of Colorado or the act of Congress of the United States of America now existing or which may hereafter be passed in relation thereto; and that the same are free and clear of all liens and encumbrances whatever, and he will defend the quiet and peaceable possession of the said party of the second part, his successors and assigns, against all and every person or persons lawfully claiming or to claim the whole or any part thereof, the said party of the first part shall and will warrant and forever defend.

AND THAT DURING THE CONTINUANCE of said indebtedness or any part thereof, the said party of the first part will in due season pay all taxes and assessments levied on said property; all amounts due on account of principal and interest on prior encumbrances, if any; and will keep all buildings that may at any time be on said lands, insured against loss by fire with extended coverage endorsement in such company or companies as the holder of said note may, from time to time direct, for such sums as such company or companies will insure for, not to exceed the amount of said indebtedness, except at the option of said party of the first part, with loss, if any, payable to the beneficiary hereunder, as his interest may appear, and will deliver the policy or policies of insurance to the beneficiary hereunder, as further security for the indebtedness aforesaid. And in case of the failure of said party of the first part to thus insure and deliver the policies of insurance, or to pay such taxes or assessments or amounts due or to become due on any prior encumbrance, if any, then the holder of said note, or any of them, may procure such insurance, or pay such taxes or assessments or amounts due upon prior encumbrances, if any, and all monies thus paid, with interest thereon, at 12 per cent per annum, shall become so much additional indebtedness, secured by this deed of trust, and shall be paid out of the proceeds of the sale of the property aforesaid, if not otherwise paid by the said party of the first part, and such failure shall be a violation or breach of the covenant and agreement.

If all or any part of the property or an interest therein is sold or transferred by first party without beneficiary's prior written consent, excluding (a) the creation of a lien or encumbrance subordinate to this Deed of Trust, (b) the creation of a purchase money security interest for household appliances, (c) a transfer by devise, decent or by operation of law upon the death of a joint tenant, or (d) the grant of any leasehold interest of three years or less not containing an option to purchase, beneficiary may, at beneficiary's option declare all the sums secured by this Deed of Trust to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, prior to the sale or transfer, beneficiary and the person to whom the property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to beneficiary and that the interest payable on the sums secured by this Deed of Trust shall be at such rate as beneficiary shall request.

AND THAT IN CASE OF ANY DEFAULT , whereby the right of foreclosure occurs hereunder, the said party of the second part or the holder of said note or certificate of purchase, shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any there be; and such possession shall at once be delivered to the said party of the second part or the holder of said note or certificate of purchase on request, and on refusal, the delivery of such possession may be enforced by the said party of the second part or the holder of said note or certificate of purchase by any appropriate civil suit or proceeding, and the said party of the second part, or the holder of said note of certificate of purchase, or any thereof, shall be entitled to a Receiver for said property, and of the rents, issues and profits thereof, after any such default, including the time covered by foreclosure proceedings and the period of redemption, if any there be, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the party of the first part or of the then owner of said property and without regard to the value thereof, and such Receiver may be appointed by any court of competent jurisdiction upon ex parte application, and without notice, notice being hereby expressly waived and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver to the payment of the indebtedness hereby secured, according to law and the orders and directions of the court.

AND , that in case of default in any of said payments of principal or interest, according to the tenor and effect of said promissory note aforesaid, or any of them, or any part thereof, or of a breach or violation of any of the covenants or agreements herein, by the party of the first part, his executors, administrators or assigns, then and in the case the whole of said principal sum hereby secured, and the interest thereon to the time of sale, may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if the said indebtedness had matured, and that if foreclosure be made by the Public Trustee, a reasonable attorney's fee for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the costs of foreclosure, and if foreclosure be made through the courts a reasonable attorney's fee shall be taxed by the Court as a part of the costs of such foreclosure proceedings.

In this Deed of Trust and any instrument of indebtedness, the singular shall include the plural; the masculine shall include the feminine and neuter genders.

Should any provisions of this Deed of Trust be found to violate the statutes or Court decisions of the State of Colorado, or of the United States, such provision shall be deemed to be amended to comply with and conform to such statutes and decisions.

IN WITNESS WHEREOF , the said party of the first part has hereunto set his

hand the day and year first above written.

	WEED Inc.

By:
	Glenn E. Martin, President & CEO

STATE OF	)
	)ss.
COUNTY OF	)

The foregoing Deed of Trust was acknowledged before me this ____ day of July, 2017, by WEED Inc., by Glenn E. Martin, President & CEO.

	WITNESS MY HAND AND OFFICIAL SEAL.


My Commission Expires:	Notary Public

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report dated August 11, 2017, of WEED, Inc. relating to the audit of the financial statements as of December 31, 2016, 2015 and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

August 11, 2017