WEED, INC. (Form: S-1/A, Received: 02/01/2018 15:20:19)

As filed with the Securities and Exchange Commission on February 1, 2018

Registration No. 333- 219922

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

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
Common Stock, $0.001 par value	8,982,015	$1.00	$8,982,015	$1,118.27
Total Registration Fee				$1,118.27

(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. Our common stock is not traded on any national exchange. The price of $1.00 per share is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or privately negotiated prices. The price of $1.00 per share was based on a per share price we sold our common stock to a private investor in a material transaction prior to the date we originally filed this registration statement.

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 ----------------------- _____________, 2018
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	36
Directors, Executive Officers	37
Executive Compensation	38
Security Ownership	40
Certain Transactions	41
Available Information	44
Experts	44

Until ____________, 2018, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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 February 1, 2018

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 $1.00 per share, which is the fixed price at which the Selling Shareholders may sell their shares until our common stock is quoted on the OTCBB, or the OTCQX or OTCQB tiers of OTC Markets, at which time the shares may be sold at prevailing market prices or 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.” We are applying to have our common stock quoted on the OTCQB-tier of OTC Markets.

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 February ___, 2018

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 genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. 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 move forward either independently or with strategic partners to develop medicinal products for the treatment of a multitude of human diseases.

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 to a 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 11, 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 (9)	5,047,766 (9)	1,037,151 (9)	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 Hadfield	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 Stewart.

(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 Perleberg

(7)

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

(8)

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

(9)

Includes 37,151 shares held in the name of both Daniel J. Breen and Ryan Breen, which are the same shares listed under “Daniel J Breen/Ryan Breen” in the Selling Shareholders table. Although those shares appear twice in the above table, they are only counted once to calculate the total shares being offered by the Selling Shareholders hereunder.

(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. She is the daughter of Glenn E. Martin, our Chief Executive Officer.

●

Ryan Breen is the husband of Nicole Breen.

●

Jayne Breen is the mother of Ryan Breen. She was a consultant to the company for a number of years and also invested $50,000 in 2008. Neither Nicole Breen nor Ryan Breen controls these shares.

●

John Breen is the father of Ryan Breen. Neither Nicole Breen nor Ryan Breen controls these shares.

●

Nakai Breen was the grandmother of Ryan Breen. She has passed away and the shares are controlled by her estate. Neither Nicole Breen nor Ryan Breen controls these shares.

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 stock are 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, the holders 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, 2016, 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

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, complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. 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.

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.

Where We Are in the Research Plan

As noted above, phase one of our planned five year “Cannabis Genomic Study” is “extraction”. On April 20, 2017, Sangre initiated the genomic study by extracting DNA from seven cannabis strains in Tucson, Arizona. Sangre followed the initial extraction with a second round of extractions in July 2017. The extracted DNA is currently being sequenced by the Sangre team using a binary sequencing approach based on the use of two distinct sequencing technologies and a proprietary bioinformatics database. Following the generation of genomic data, the sequences will be annotated (compared) against over 300,000 plant genes to elucidate specific de novo pathways responsible for the synthesis of specific compounds and classes of compounds.

As noted herein, 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 acquisition of this property was not essential for the Sangre team to begin the extraction and sequencing phases, however, the once completed, the property will allow Sangre to expand the genomic study. The facility is currently under re-design and renovation to convert the existing structures into a world-class genetics research center. Additionally, under the genome project directives, additional strains are slated for sequencing and annotation as part of the overall expansion of this research project. An integral part of this expansion is the acquisition of additional DNA extraction, amplification, and sequencing technologies. The expansion also includes the installation of high-level IT networks for data acquisition, analysis, and storage. The La Veta property, when completed will allow us to expand the scope of the study, as well as, complete the future steps in the study. Once completed, the La Veta facility will also contain laboratories for cellular cloning, in vitro protoplast fusions, and plant developmental studies.

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

The cannabis industry, taken as a whole, is an emerging industry with many new entrants, with some of them focused on research, some on medicinal cannabis and others focused on cannabis for legal, adult use, i.e. “recreational” use. We are focused solely on the research and medicinal cannabis part of the industry. Additionally, many cannabis companies are international companies due to the restrictions on the cannabis industry in the U.S.

At this point in our development, we believe our competitors are those companies that are attempting study and sequence cannabis DNA with the goal of creating medicines from that research. We do not view ourselves in competition with those companies currently growing and/or selling cannabis for medicinal or recreational use since we are a research company. We are aware of companies that supply synthetic cannabinoids and cannabis extracts to researchers for pre-clinical and clinical investigation. We are also aware of various companies that cultivate cannabis plants with a view to supplying herbal cannabis or non-pharmaceutical cannabis-based formulations to patients. These activities have not been approved by the FDA.

We have never endorsed or supported the idea of distributing or legalizing crude herbal cannabis, or preparations derived from crude herbal cannabis for medical use and do not believe our research to hopefully create prescription cannabinoids are the same, and therefore competitive, with crude herbal cannabis. We believe that only a cannabinoid medication, one that is standardized in composition, formulation and dose, administered by means of an appropriate delivery system, and tested in properly controlled pre-clinical and clinical studies, can meet the standards of regulatory authorities around the world, including those of the FDA. We believe that any cannabinoid medication must be subjected to, and satisfy, such rigorous scrutiny through proper accredited education and federal regulations.

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.

The methods of competition for companies in the cannabis research market segment revolve around a variety of factors, including, but not limited to, experience of the company’s research team, the facilities used by the company to conduct research, the instrumentation used to sequence DNA, the company’s internal research protocols, and the company’s relationship with those in the scientific community.

Applying those competitive factors to WEED, Inc.: our research team averages over 15 years of experience (including peer-reviewed publications and conference presentations), we have dedicated over 14,000 square feet of research space to the resolution of cannabis genomics and the development of new strains, our instrumentation is designed to sequence large pieces of DNA (>25,000 bp - 10 times larger than our typical competitors), and we use custom bioinformatics (DNA sequence analysis software) not available to any other competitor in the industry. We believe these factors, along with our strong relationships in the industry and our unique validation protocols, will allow us to measure up favorably when compared to our competition.

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.

While we do not believe any of the above companies or universities are direct competitors of ours based on what we believe about their work in the industry, they could be competitors for research funding dollars. We are not aware of the financial situation of many of the above companies and universities, but we will need to raise substantial additional capital in order to fully-fund the five year genomic study and the facilities to complete the study. Most of the above companies and universities are likely better financed than we are and we will need to raise substantial funds in order to compete in the cannabis research industry.

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.

Currently, there are no approvals needed in order to sequence the cannabis genome, which is what is currently being conducted by Sangre. However, prior to doing any research into the medical applications of the cannabis plant once the study is completed, we will need to obtain medicinal cannabis and hemp research licenses from the State of Colorado. Additionally, if we ever cultivate and process cannabis plants, we will need cultivation and processing licenses from the State of Colorado, which covers cannabis and hemp. These licenses will cost approximately $1,000 to $5,000 per license, and likely take approximately six months to obtain.

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.

Le 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. Under the terms of the purchase we were 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. On January 12, 2018, we entered into an Amendment No. 1 to the $475,000 principal amount promissory note issued by us to the seller of the property, under which both parties agreed to amend the purchase and the promissory note to allow us to payoff the note in full if we paid $100,000 in cash on or before January 15, 2018 and issued the seller 125,000 shares of common stock, restricted in accordance with Rule 144, on before January 20, 2018. Through an escrow process, we paid the seller $100,000 in cash and issued him 125,000 shares of common stock in accordance with the Amendment No. 1, in exchange for a full release of the deed of trust that was securing the promissory note, on January 17, 2018. As a result, the $475,000 principal promissory note issued to the seller is deemed paid-in-full and fully satisfied and we own the property without encumbrances. 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 complete the planned renovations and pay the purchase price for the equipment.

On January 3, 2018, Sangre closed on the purchase of a condominium in La Veta, Colorado. Sangre paid $140,000 in cash for the condominium which is a three story condominium, with three bedrooms and three bathrooms and is approximately 1,854 square feet. Sangre acquired the condominium for purpose of housing personnel Sangre believes are vital to the 5-year Cannabis Genomic Study. La Veta, Colorado is a small town without many rentals, so it became necessary to find more permanent housing in La Veta, Colorado for those that will be working with Sangre on the study.

New York Property

On October 24, 2017, we entered into an amended Purchase and Sale Agreement with Greg DiPaolo’s Pro Am Golf, LLC (“DiPaolo”), under which we agreed to purchase certain improved property located in Westfield, New York from DiPaolo for a total purchase price of Eight Hundred Thousand Dollars ($800,000). Under the terms of the agreement, we paid a Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase price to be paid on or before the date closing date, which is scheduled for February 1, 2018. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We plan to use this property as our inroads to the New York hemp and infused beverage markets in the future. There are no current plans or budget to proceed with operations in New York, and there will not be until proper funding is secured after acquiring this property.

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

On January 19, 2018, we were sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc.. , Case No. 4:18-cv-00027-RM) by the listed Plaintiff. We were served with the Verified Complaint on January 26, 2018. The Complaint alleges claims for breach of contract-specific performance, breach of contract-damages, breach of the covenant of good faith and fair dealing, conversion, and injunctive relief. In addition to the Verified Complaint, we were served with an application to show cause for a temporary restraining order. The Verified Complaint alleges we entered into a contract with the Plaintiff on October 1, 2014 for the Plaintiff to perform certain consulting services for the company in exchange for 500,000 shares of our common stock up front and an additional 700,000 shares of common stock to be issued on May 31, 2015. The Plaintiff alleges he completed the requested services under the agreement and received the initial 500,000 shares of common stock, but not the additional 700,000 shares. The request for injunctive relief asks the Court to Order us to issue the Plaintiff 700,000 shares of our common stock, and possibly include them in our Registration Statement on Form S-1, or, in the alternative, issue the shares and have them held by the Court pending resolution of the litigation, or, alternatively, sell the shares and deposit the sale proceeds in an account that the Court will control. The hearing on the Temporary Restraining Order occurred on January 29, 2018. On January 30, 2018, the Court issued its ruling denying the application for a Temporary Restraining Order. Currently, there is no further hearing scheduled in this matter. Our Answer, or other responsive pleading, to the Verified Complaint is due by February 16, 2018. We deny the Plaintiff’s allegations in the Verified Complaint in their entirety and plan to vigorously defend against this lawsuit.

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 are applying to have our common stock quoted on the OTCQB-tier of OTC Markets. We were originally quoted over-the-counter on November 2009. We have 101,236,235 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 well as from 2017 year-to-date, 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

2017	First Quarter	$ 5.05	$ 1.67
	Second Quarter	$ 2.25	$ 0.41
	Third Quarter	$ 1.20	$ 0.88
	Fourth Quarter (thru 11/2/17)	$ 1.33	$ 1.17

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

As of November 2, 2017, our common stock was closed at $1.22 per share, as quoted on OTC Markets.

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 Sixty Six (266).

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 September 30, 2017 (Unaudited) and December 31, 2016		F-22
Consolidated Statement of Operations of WEED, Inc. for the Three and Nine Months Ended September 30, 2017 and 2016 (Unaudited)		F-23
Consolidated Statements of Cash Flows of WEED, Inc. for the Nine Months Ended September 30, 2017 and 2016 (Unaudited)		F-24
Notes to Condensed Consolidated Financial Statements		F-25

Independent Auditors' Report for Audit of Sangre AT, LLC		F-42
Balance Sheets of Sangre AT, LLC, as of December 31, 2016		F-43
Statement of Operations of Sangre AT, LLC for the Year Ended December 31, 2016		F-44
Statement of Stockholders' Equity of Sangre AT, LLC for the Year Ended December 31, 2016		F-45
Statement of Cash Flows for the Year Ended December 31, 2016		F-46
Notes to Financial Statements of Sangre AT, LLC for the Year Ended December 31, 2016		F-47

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 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.

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, Glenn Martin. Mr. Martin owns approximately 56% of our common stock. The unsecured non-interest bearing loans were due on demand. A detailed list of advances and repayments follows:
	Advances		Repayments
March 14, 2016	$ 10,000	March 15, 2016	$ (6,000)
April 18, 2016	1,800	October 20, 2016	(3,000)
June 16, 2016	1,100	October 27, 2016	(3,000)
		November 3, 2016	(900)

	$ 12,900		$ (12,900)	$	-	$	-

On August 23, 2016, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from Wendy Seabre, bearing interest at 10% per annum. The note was subsequently repaid on June 15, 2017. The largest aggregate amount outstanding was $3,000 during the period ended December 31, 2016. Mrs. Seabre is the wife of Mr. Roger Seabre, who owns approximately 2% of our common stock and has been a significant investor recently.					3,000		-

On January 21, 2015, the Company received an unsecured loan in the amount of $1,300, due on demand from Wendy Seabre, bearing interest at 10% per annum. The loan was subsequently repaid on June 15, 2017. The largest aggregate amount outstanding was $1,300 during the periods ended December 31, 2016 and 2015, respectively. Mrs. Seabre is the wife of Mr. Roger Seabre, who owns approximately 2% of our common stock and has been a significant investor recently.					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 Robert Leitzman. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum. The largest aggregate amount outstanding was $2,000 during the periods ended December 31, 2016 and December 31, 2015. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest bearing nature of the loan and the materiality of the debt at the time of origination.					2,000		2,000

Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2016 and 2015, respectively. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination.					10,000		10,000

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.

F-13

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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 improved property located in Westfield, New York. The total purchase price of $1,600,000 is to be paid with a deposit of 50,000 shares of common stock, followed by cash of $1,250,000 and 300,000 shares of the Company’s common stock to be delivered at closing. The deposit of 50,000 shares issued as a deposit was $42,500 based on the closing price of the Company’s common stock on the date of grant. Subsequently, we entered into an amended Purchase and Sale Agreement on October 24, 2017, under which we amended the total purchase price to Eight Hundred Thousand Dollars ($800,000) and forfeited our previous deposit of stock. Under the terms of the amended agreement, we paid an additional Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase price to be paid on or before the date closing date, which is scheduled for February 1, 2018. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We plan to use this property as our inroads to the New York hemp and infused beverage markets in the future. There are no current plans or budget to proceed with operations in New York, and there will not be until proper funding is secured after acquiring this property.

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.

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.

F-14

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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)

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.

F-15

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

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.

F-16

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

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

F-17

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

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.

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 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.

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

F-19

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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.

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.

F-20

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Years Ended December 31, 2016 and 2015

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-21

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


	September 30,	December 31,
	2017	2016
ASSETS	(Unaudited)

Current assets:
Cash	$ 265,145	$ 231
Prepaid expenses	11,153	5,053
Total current assets	276,298	5,284

Land	113,750	-
Property and equipment, net	994,560	264

Total assets	$ 1,384,608	$ 5,548


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$ 65,310	$ 35,661
Accrued officer compensation	176,831	157,505
Accrued interest	9,952	36,760
Convertible notes payable	-	35,000
Notes payable, related parties	12,000	16,300
Note payable	475,000	-
Total current liabilities	739,093	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, 100,538,020 and 103,953,307 shares issued and
outstanding at September 30, 2017 and December 31, 2016, respectively	100,538	103,953
Additional paid in capital	18,786,263	15,219,762
Subscriptions payable, consisting of 200,000 and -0- shares
at September 30, 2017 and December 31, 2016, respectively	250,770	-
Accumulated deficit	(18,492,056 )	(15,599,393 )
Total stockholders' equity (deficit)	645,515	(275,678 )

Total liabilities and stockholders' equity (deficit)	$ 1,384,608	$ 5,548

See accompanying notes to financial statements.

F-22

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


	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2017	2016	2017	2016

Revenue	$ -	$ -	$ -	$ -

Operating expenses:
General and administrative	166,729	22,988	319,176	71,323
Professional fees	399,733	251,095	1,457,030	371,638
Depreciation and amortization	16,091	33	25,751	98
Total operating expenses	582,553	274,116	1,801,957	443,059

Net operating loss	(582,553 )	(274,116 )	(1,801,957 )	(443,059 )

Other expense:
Goodwill impairment	-	-	(1,015,910 )	-
Loss on extinguishment of debt	-	-	(67,983 )	-
Interest expense	(4,595 )	(1,382 )	(6,813 )	(3,957 )

Net loss	$ (587,148 )	$ (275,498 )	$ (2,892,663 )	$ (447,016 )


Weighted average number of common shares
outstanding - basic and fully diluted	100,145,770	61,118,307	101,405,789	61,118,307

Net loss per share - basic and fully diluted	$ (0.01 )	$ (0.00 )	$ (0.03 )	$ (0.01 )

See accompanying notes to financial statements.

F-23

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


	For the Nine Months
	Ended September 30,
	2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (2,892,663 )	$ (447,016 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation	25,751	98
Goodwill impairment	1,015,910	-
Imputed interest on non-interest bearing related party debts	371	483
Loss on extinguishment of debt	67,983	-
Shares issued for services	1,340,271	369,312
Decrease (increase) in assets:
Prepaid expenses	(6,100 )	(206 )
Increase (decrease) in liabilities:
Accounts payable	3,720	3,847
Accrued compensation	19,326	60,000
Accrued interest	6,442	3,474
Net cash used in operating activities	(418,989 )	(10,008 )

CASH FLOWS FROM INVESTING ACTIVITIES
Cash received in acquisition	54	-
Purchases of land and property	(509,850 )	-
Net cash used in investing activities	(509,796 )	-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable, related parties	9,000	16,005
Repayments on notes payable, related parties	(13,300 )	(6,000 )
Proceeds from the sale of common stock	1,197,999	-
Net cash provided by financing activities	1,193,699	10,005

NET CHANGE IN CASH	264,914	(3 )
CASH AT BEGINNING OF PERIOD	231	7

CASH AT END OF PERIOD	$ 265,145	$ 4

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of shares issued for acquisition of Sangre AT, LLC	$ 1,003,850	$ -
Value of shares issued for acquisition of land and property	$ 30,000	$ -
Mortgage issued for acquisition of land and property	$ 475,000	$ -
Value of shares issued in exchange for settlement of convertible debt	$ 86,800	$ -
Value of warrants issued in exchange for settlement of convertible debt	$ 49,433	$ -
Value of fixed assets acquired in exchange for stock	$ 105,132	$ -

See accompanying notes to financial statements.

F-24

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

On April 20, 2017, the Company acquired Sangre AT, LLC, a Wyoming company doing business as Sangre AgroTech. (“Sangre”). Sangre is a plant genomic research and breeding company comprised of top-echelon scientists with extensive expertise in genomic sequencing, genetics-based breeding, plant tissue culture, and plant biochemistry, utilizing the most advanced sequencing and analytical technologies and proprietary bioinformatics data systems available. Sangre is working on a cannabis genomic study to complete a global genomic classification of the cannabis plant genus.

The Company has a calendar year end for reporting purposes.

Principles of Consolidation

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

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

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

(2) Sangre AT, LLC is doing business as Sangre AgroTech.

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

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Use of Estimates

Cash and Cash Equivalents

F-25

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company had $1,273 in excess of FDIC insured limits at September 30, 2017. The Company has not experienced any losses in such accounts.

Fair Value of Financial Instruments

Property and Equipment

Automobiles	5 years
Furniture and fixtures	5 years
Office equipment	5 years
Lab equipment	5 years
Property	15 years

Impairment of Long-Lived Assets

Goodwill

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies’ data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilitiesof that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company’s evaluation of goodwill completed during the period resulted in an impairment loss of $1,015,910.

Basic and Diluted Loss Per Share

F-26

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

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 $1,340,271 and $369,312 for the nine months ended September 30, 2017 and 2016, respectively.

Revenue Recognition

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $3,136 and $-0- for the nine months ended September 30, 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.

Recently Issued Accounting Pronouncements

In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-09 , Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. Per ASU 2017-9, a n entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification, (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in ASU 2017-9. ASU 2017-9 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-9 is not expected to have a material impact on the Company’s financial statements or related disclosures.

F-27

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

In March 2017, the FASB issued ASU No. 2017-7, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost, which include interest cost and prior service cost or credit, among others, are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. This ASU is effective for the Company’s fiscal year 2018, including interim periods. The Company is currently evaluating the effects that the adoption of this ASU will have on its consolidated financial statements. The Company has not yet concluded how the new standard will impact the consolidated financial statements.

In January 2017, the FASB issued 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.

In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the new standard is effective for reporting periods beginning after December 15, 2017. We plan to use the modified retrospective method of adoption and will adopt the standard as of January 1, 2018, the beginning of our next fiscal year. We have completed an initial evaluation of the potential impact from adopting the new standard, including a detailed review of performance obligations for all material revenue streams. Based on this initial evaluation, we do not expect adoption will have a material impact on our financial position, results of operations, or cash flows. Related disclosures will be expanded in line with the requirements of the standard. We will continue our evaluation until our adoption of the new standard.

No other new accounting pronouncements, issued or effective during the nine months ended September 30, 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 $18,492,056, and had negative working capital of $462,795 at September 30, 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.

F-28

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 3 – Business Combination

Business Combination – Sangre AT, LLC, April 20, 2017

On April 20, 2017, the Company closed on a Share Exchange Agreement (“SEA”) with Sangre AT, LLC, a Wyoming company doing business as Sangre AgroTech. Pursuant to the SEA, we purchased all of the outstanding membership interests in consideration for an a total of 500,000 shares of common stock to seven individuals, valued at $1,003,850 based on the closing price of the Company’s common stock on the date of grant.

Sangre is a plant genomic research and breeding company comprised of top-echelon scientists with extensive expertise in genomic sequencing, genetics-based breeding, plant tissue culture, and plant biochemistry, utilizing the most advanced sequencing and analytical technologies and proprietary bioinformatics data systems available. Sangre is working on a cannabis genomic study to complete a global genomic classification of the cannabis plant genus.

In connection with the SEA, two members of Sangre and the Company entered into Consulting Agreements, pursuant to which the members of Sangre agreed to provide consulting services to the Company for a period of one year following closing, with the option to extend for a two year period in annual increments, upon mutual written agreement by both parties. Pursuant to the agreement, the members were each awarded 50,000 shares of common stock with the issuances deferred until January 1, 2018.

This acquisition was accounted for as a business combination under the purchase method of accounting, given that substantially all of the Company’s assets and ongoing operations were acquired. The purchase resulted in $1,015,910 of goodwill, which was subsequently impaired and expensed in the current period. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows:

	April 20,
	2017
Consideration:
Fair value of common stock paid at closing (1)	$ 1,003,850
Short term liabilities assumed (2)	25,929
Fair value of total consideration exchanged	$ 1,029,779

Fair value of identifiable assets acquired assumed:
Cash	$ 54
Fixed assets	13,815
Total fair value of assets assumed	13,869
Consideration paid in excess of fair value (Goodwill) (3)	$ 1,015,910

(1) Consideration consisted of 500,000 shares of the Company’s common stock valued at $1,003,850 based on the closing price of the Company’s common stock on the date of grant.

(2) Assumed liabilities consisted of trade payables and outstanding credit card debt.

(3) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill and was expensed due to economic uncertainties and the absence of a revenue stream.

Management believes the intangible assets acquired, consisting of the personnel of Sangre, will enable the Company to launch their business model and take advantage of additional growth opportunities.

F-29

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

The unaudited supplemental pro forma results of operations of the combined entities had the dates of the acquisitions been January 1, 2017 are as follows:

	Combined Pro Forma:
	For the three	For the nine
	months ended	months ended
	September 30,	September 30,
	2017	2017
Revenue:	$ -	$ -

Expenses:
Operating expenses	580,616	1,814,282

Net operating loss	(580,616 )	(1,814,282 )

Other income (expense)	(475,063 )	(1,090,706 )

Net loss	$ (1,055,679 )	$ (2,904,988 )

Weighted average number of common shares
Outstanding – basic and fully diluted	100,145,770	101,607,254

Net loss per share – basic and fully diluted	$ (0.01 )	$ (0.03 )

Note 4 – Related Party

Notes Payable

From time to time, the Company has received short term loans from officers and directors as disclosed in Note 10, below.

Capital Contributions

The Company imputed interest on non-interest bearing, related party loans, resulting in a total of $371 and $483 of contributed capital during the nine months ended September 30, 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 $176,831 and $157,505 of officer compensation was unpaid and outstanding at September 30, 2017 and December 31, 2016, respectively.

F-30

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 5 – 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 September 30, 2017 and December 31, 2016, respectively:

	Fair Value Measurements at September 30, 2017
	Level 1	Level 2	Level 3
Assets
Cash	$ 265,145	$ -	$ -
Total assets	265,145	-	-
Liabilities
Notes payable, related parties		12,000
Note payable	-	475,000	-
Total liabilities	-	487,000	-
	$ 265,145	$ (487,000 )	$ -

	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 nine months ended September 30, 2017 and the year ended December 31, 2016.

F-31

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 6 – Prepaid Expenses

Prepaid expenses consisted of the following as of September 30, 2017 and December 31, 2016, respectively:

	September 30,	December 31,
	2017	2016
Annual license fees	$ 466	$ 3,400
Prepaid professional services	5,917	-
Prepaid insurance	2,497	-
Annual mining claim fees	2,273	1,653
	$ 11,153	$ 5,053

Note 7 – Investment in Land and Property

On July 26, 2017, the Company closed on the purchase of property, consisting of a home, recreational facility and RV park located at 5535 State Highway 12 in La Veta, Colorado to be developed into a bioscience center. The home has 4 Bedrooms and 2 Baths, and the recreational facility has showers, laundry, and reception area with an additional equipment barn attached, in addition to another facility with 9,500 square feet. The RV Park has 24 sites with full hook-ups including water, sewer, and electric, which the Company plans to convert into a series of small research pods. The total purchase price was as follows:

	July 26,
	2017
Consideration:
Common stock payment of 25,000 shares (1)	$ 30,000
Cash payment of down payment	50,000
Cash paid at closing	444,640
Short term liabilities assumed and paid at closing (2)	5,360
Note payable (3)	475,000
Total purchase price	$ 1,005,000

(1) Consideration consisted of an advance payment of 25,000 shares of the Company’s common stock valued at $30,000 based on the closing price of the Company’s common stock on the July 18, 2017 date of grant.

(2) Purchaser’s shares of closing costs, including the seller’s prepaid property taxes.

(3) As disclosed in Note 11, the seller financed $475,000 with a promissory note bearing interest at 5%, payable in four consecutive semi-annual installments in the amount of $118,750 plus accrued interest commencing on January 26, 2018 and continuing on the 26th day of July and the 26th day of January each year until the debt is repaid on July 26, 2019. The note carries a late fee of $5,937.50 in the event any installment payment is more than 30 days late, and upon default the interest rate shall increase to 12% per annum.

F-32

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 8 – Property and Equipment

Property and equipment consist of the following at September 30, 2017 and December 31, 2016, respectively:

	September 30,	December 31,
	2017	2016
Property improvements	$ 5,000	$ -
Automobiles	105,132	-
Office equipment	4,113	650
Lab equipment	15,202	-
Property	891,250	-
	1,020,697	650
Less accumulated depreciation	(26,137 )	(386 )
	$ 994,560	$ 264

Non-depreciable land with an appraised valued of $113,750 was acquired with the La Veta property on July 26, 2017.

Depreciation and amortization expense totaled $25,751 and $98 for the nine months ended September 30, 2017 and 2016, respectively.

Note 9 – Convertible Notes Payable

Convertible notes payable consist of the following at September 30, 2017 and December 31, 2016, respectively:

	September 30,	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. 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.	$ -	$ 35,000

The Company recognized interest expense of $1,759 and $2,625 related to the convertible debts for the nine months ended September 30, 2017 and 2016, respectively.

On June 16, 2017, the note was assigned to another party and the debt, consisting of $35,000 of principal and $33,250 of interest, was exchanged for 70,000 shares of common stock and warrants to acquire 70,000 more shares at $3 per share over the following twelve months. The securities exchanged were valued at $136,233 based on the closing price of the Company’s common stock on the date of exchange, resulting in a loss on extinguishment of $67,983.

F-33

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 10 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at September 30, 2017 and December 31, 2016, respectively:

				September 30,		December 31,
				2017		2016

On various dates, the Company received advances from the Company’s CEO, Glenn Martin. Mr. Martin owns approximately 56% of our common stock. The unsecured non-interest bearing loans were due on demand. A detailed list of advances and repayments follows:
	Advances		Repayments
March 14, 2016	$ 10,000	March 15, 2016	$ (6,000)
April 18, 2016	1,800	October 20, 2016	(3,000)
June 16, 2016	1,100	October 27, 2016	(3,000)
February 13, 2017	8,000	November 3, 2016	(900)
March 10, 2017	1,000	March 23, 2017	(3,813)
		March 27, 2017	(360)
		July 3, 2017	(4,826)
	$ 21,900		$ (21,900)	$	-	$	-

On August 23, 2016, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from Wendy Seabre, bearing interest at 10% per annum. Repaid on June 15, 2017. The largest aggregate amount outstanding was $3,000 during the periods ended September 30, 2017 and December 31, 2016. Mrs. Seabre is the wife of Mr. Roger Seabre, who owns approximately 2% of our common stock and has been a significant investor recently.					-		3,000

On January 21, 2015, the Company received an unsecured loan in the amount of $1,300, due on demand from Wendy Seabre, bearing interest at 10% per annum. Repaid on June 15, 2017. The largest aggregate amount outstanding was $1,300 during the periods ended September 30, 2017 and December 31, 2016. Mrs. Seabre is the wife of Mr. Roger Seabre, who owns approximately 2% of our common stock and has been a significant investor recently.					-		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 Robert Leitzman. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum. The largest aggregate amount outstanding was $2,000 during the periods ended September 30, 2017 and December 31, 2016. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest bearing nature of the loan and the materiality of the debt at the time of origination.					2,000		2,000

Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended September 30, 2017 and December 31, 2016. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination.					10,000		10,000

Notes payable, related parties				$	12,000	$	16,300

The Company recorded interest expense in the amount of $759 and $1,332 for the nine months ended September 30, 2017 and 2016, respectively, including imputed interest expense in the amount of $371 and $483 for the nine months ended September 30, 2017 and 2016, respectively related to notes payable, related parties.

F-34

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 11 – Note Payable

Note payable consist of the following at September 30, 2017 and December 31, 2016, respectively:

	September 30,	December 31,
	2017	2016

On July 26, 2017, the Company issued a $475,000 note payable, bearing interest at 5% per annum, to A.R. Miller (“Miller Note”) pursuant to the purchase of land and property in La Veta, Colorado. The note is to be paid in four consecutive semi-annual installments in the amount of $118,750 plus accrued interest commencing on January 26, 2018 and continuing on the 26th day of July and the 26th day of January each year until the debt is repaid on July 26, 2019. The note carries a late fee of $5,937.50 in the event any installment payment is more than 30 days late, and upon default the interest rate shall increase to 12% per annum.$	475,000	$ -

The Company recognized interest expense of $4,295 and $-0- related to the note payable for the nine months ended September 30, 2017 and 2016, respectively.

Note 12 – Commitments and Contingencies

Note 13 – 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.

Common Stock Sales

On September 29, 2017, the Company sold 300,000 units at $0.50 per unit, consisting of 300,000 shares of common stock and warrants to purchase 300,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 29, 2019, in exchange for total proceeds of $150,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 24, 2017, the Company sold 133,000 units at $0.7519 per unit, consisting of 133,000 shares of common stock and warrants to purchase 133,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 24, 2019, in exchange for total proceeds of $100,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

F-35

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

On September 5, 2017, the Company sold 40,000 units at $0.50 per unit, consisting of 40,000 shares of common stock and warrants to purchase 40,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 5, 2019, in exchange for total proceeds of $20,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 2, 2017, the Company sold 100,000 units at $0.50 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 $3.00 per share, exercisable until August 2, 2019, 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. The shares were subsequently issued during the fourth quarter. As such, the stock purchase was presented as Stock Subscriptions Payable as of September 30, 2017.

On July 7, 2017, the Company sold 200,000 units at $0.50 per unit, consisting of 200,000 shares of common stock and warrants to purchase 200,000 shares of common stock at an exercise price of $3.00 per share, exercisable until July 7, 2019, in exchange for total proceeds of $100,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On May 31, 2017, the Company sold 20,000 units at $0.50 per unit, consisting of 20,000 shares of common stock and warrants to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 31, 2019, 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 May 31, 2017, the Company sold 300,000 units at $0.50 per unit, consisting of 300,000 shares of common stock and warrants to purchase 150,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 31, 2019, in exchange for total proceeds of $150,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On May 25, 2017, the Company sold 20,000 units at $0.50 per unit, consisting of 20,000 shares of common stock and warrants to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 25, 2019, 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 May 25, 2017, the Company sold 20,000 units at $0.50 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 $3.00 per share, exercisable until May 25, 2019, 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 April 20, 2017, the Company sold 500,000 units at $1.00 per unit, consisting of 500,000 shares of common stock and warrants to purchase 500,000 shares of common stock at an exercise price of $3.00 per share, exercisable until April 20, 2018, in exchange for total proceeds of $500,000. 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 Acquisitions and Property Purchases

On July 18, 2017, the Company issued 25,000 shares of common stock as a good faith deposit toward the purchase of land and property located in La Veta, CO that closed on July 26, 2017, which were valued at $30,000 based on the closing price of the Company’s common stock on the date of grant.

F-36

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

On April 20, 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 $1,003,850 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Issued for Bartered Assets

Common Stock and warrants Issued for Settlement of Convertible Debt

On June 16, 2017, a convertible note, consisting of $35,000 of principal and $33,250 of unpaid interest, was assigned to a third party and the debt was exchanged for a unit offering, consisting of 70,000 shares of common stock and warrants to purchase 70,000 shares of common stock at an exercise price of $3.00 per share, exercisable until June 16, 2018. The stock was valued at $86,800 based on the closing price of the Company’s common stock on the date of exchange and the warrants were valued at $49,433 using the Black-Scholes option-pricing model was $49,433, or $0.70618 per share, based on a volatility rate of 211%, a risk-free interest rate of 1.21% and an expected term of 1.0 year, resulting in a loss on extinguishment of $67,983.

Common Stock Issued for Services

On August 1, 2017, the Company granted an aggregate of 349,000 shares of common stock to eight consultants for services performed. The aggregate fair value of the common stock was $359,470 based on the closing price of the Company’s common stock on the date of grant.

On April 20, 2017, the Company granted an aggregate of 116,000 shares of common stock to eleven consultants for services performed. The aggregate fair value of the common stock was $232,893 based on the closing price of the Company’s common stock on the date of grant.

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.

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 Subscribed for Services

On April 20, 2017, the Company granted 50,000 shares of common stock to each of two consultants for services performed. The issuance of the shares has been deferred until January 1, 2018. The aggregate fair value of the common stock was $200,770 based on the closing price of the Company’s common stock on the date of grant.

Common Stock Cancellations

On July 24, 2017, the Company cancelled a total of 500,000 shares of common stock previously granted to a consultant for non-performance of services.

F-37

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

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.

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 14 – Common Stock Warrants

Common Stock Warrants Granted

On September 29, 2017, the Company sold warrants to purchase 300,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $150,000 in conjunction with the sale of 300,000 shares of common stock. The relative fair value of the 300,000 common stock warrants using the Black-Scholes option-pricing model was $303,242, or $1.01081 per share, based on a volatility rate of 206%, a risk-free interest rate of 1.47% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 24, 2017, the Company sold warrants to purchase 133,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $100,000 in conjunction with the sale of 133,000 shares of common stock. The relative fair value of the 133,000 common stock warrants using the Black-Scholes option-pricing model was $152,795, or $1.14884 per share, based on a volatility rate of 206%, a risk-free interest rate of 1.46% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On September 5, 2017, the Company sold warrants to purchase 40,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $20,000 in conjunction with the sale of 40,000 shares of common stock. The relative fair value of the 40,000 common stock warrants using the Black-Scholes option-pricing model was $27,215, or $0.68039 per share, based on a volatility rate of 207%, a risk-free interest rate of 1.30% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 2, 2017, the Company sold warrants to purchase 100,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $50,000 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 $80,872, or $0.80872 per share, based on a volatility rate of 210%, a risk-free interest rate of 1.36% and an expected term of 2.0 years.. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On July 7, 2017, the Company sold warrants to purchase 200,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $100,000 in conjunction with the sale of 200,000 shares of common stock. The relative fair value of the 200,000 common stock warrants using the Black-Scholes option-pricing model was $156,339, or $0.78169 per share, based on a volatility rate of 209%, a risk-free interest rate of 1.40% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On June 16, 2017, the Company issued warrants to purchase 70,000 shares of common stock at $3.00 per share over a one (1) year period from the date of exchange in conjunction with the issuance of 70,000 shares of common stock in exchange for the settlement of a convertible note, consisting of $35,000 of principal and $33,250 of interest. The relative fair value of the 70,000 common stock warrants using the Black-Scholes option-pricing model was $49,433, or $0.70618 per share, based on a volatility rate of 211%, a risk-free interest rate of 1.21% 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-38

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

On May 31, 2017, the Company sold warrants to purchase 20,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 20,000 shares of common stock. The relative fair value of the 20,000 common stock warrants using the Black-Scholes option-pricing model was $8,946, or $0.44730 per share, based on a volatility rate of 209%, a risk-free interest rate of 1.28% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On May 31, 2017, the Company sold warrants to purchase 300,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $150,000 in conjunction with the sale of 300,000 shares of common stock. The relative fair value of the 300,000 common stock warrants using the Black-Scholes option-pricing model was $134,190, or $0.44730 per share, based on a volatility rate of 209%, a risk-free interest rate of 1.28% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On May 25, 2017, the Company sold warrants to purchase 20,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 20,000 shares of common stock. The relative fair value of the 20,000 common stock warrants using the Black-Scholes option-pricing model was $5,887, or $0.29434 per share, based on a volatility rate of 205%, a risk-free interest rate of 1.30% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On May 25, 2017, the Company sold warrants to purchase 100,000 shares of common stock at $3.00 per share over a two (2) year period from the date of sale, in exchange for total proceeds of $50,000 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 $29,434, or $0.29434 per share, based on a volatility rate of 205%, a risk-free interest rate of 1.30% and an expected term of 2.0 years. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On April 20, 2017, the Company sold warrants to purchase 500,000 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 $500,000 in conjunction with the sale of 500,000 shares of common stock. The relative fair value of the 500,000 common stock warrants using the Black-Scholes option-pricing model was $626,641, or $1.25328 per share, based on a volatility rate of 202%, a risk-free interest rate of 1.01% 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 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.

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 nine months ended September 30, 2017.

F-39

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Note 15 – Income Taxes

For the nine months ended September 30, 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 September 30, 2017 and December 31, 2016, the Company had approximately $10,594,000 and $10,212,000 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:

	September 30,	December 31,
	2017	2016
Deferred tax assets:
Net operating loss carry forwards	$ 3,707,900	$ 3,574,200

Net deferred tax assets before valuation allowance	$ 3,707,900	$ 3,574,200
Less: Valuation allowance	(3,707,900 )	(3,574,200 )
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:

	September 30,	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.

Note 16 – Subsequent Events

Common Stock Sales

On January 23, 2018, the Company sold 100,000 units at $2.50 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 $12.50 per share, exercisable until January 23, 2020, in exchange for total proceeds of $250,000.

On January 21, 2018, the Company sold 100,000 units at $2.50 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 $12.50 per share, exercisable until January 21, 2020, in exchange for total proceeds of $250,000.

On January 5, 2018, the Company sold 100,000 units at $1.50 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 $5.00 per share, exercisable until January 5, 2019, in exchange for total proceeds of $150,000.

On November 10, 2017, the Company sold 125,000 units at $1.00 per unit, consisting of 125,000 shares of common stock and warrants to purchase 125,000 shares of common stock at an exercise price of $3.00 per share, exercisable until November 10, 2019, in exchange for total proceeds of $125,000.

On October 24, 2017, the Company sold 13,333 units at $0.75 per unit, consisting of 13,333 shares of common stock and warrants to purchase 13,333 shares of common stock at an exercise price of $3.00 per share, exercisable until October 24, 2019, in exchange for total proceeds of $10,000.

F-40

WEED, INC.

(Formerly United Mines, Inc.)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Warrants Exercised

On January 2, 2018 and January 4, 2018, a warrant holder exercised warrants to purchase an aggregate of 150,000 shares of common stock at a strike price of $1.50 in exchange for proceeds of $225,000.

Common Stock Issued for Settlement of Debt

On January 12, 2018, the Company entered into an Amendment No. 1 to the $475,000 principal amount promissory note issued by the Company to the seller of the property in La Veta, Colorado, under which both parties agreed to amend the purchase and the promissory note to allow the Company to pay off the note in full for the payment of $100,000 in cash on or before January 15, 2018 and issued the seller 125,000 shares of common stock, restricted in accordance with Rule 144, on before January 20, 2018. The shares were issued to the seller on January 12, 2018.

Common Stock Issued for Services

On November 8, 2017, the Company granted 60,000 shares of common stock to a consultant for services performed.

On December 29, 2017, the Company granted an aggregate of 24,882 shares of common stock to an individual as repayment for travel and hotel expenses incurred by the individual during a trip to India on company business.

F-41

To the Board of Directors and

Stockholders of Sangre AT, LLC.

We have audited the accompanying balance sheet of Sangre AT, LLC. as of December 31, 2016, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows from inception through December 31, 2016. Sangre AT, LLC.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sangre AT, LLC as of December 31, 2016, and the results of its operations and its cash from inception through the 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 had no revenues or assets as of December 31, 2016 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

November 16, 2017

F-42

SANGRE AT, LLC
BALANCE SHEET


	December 31,
	2016
ASSETS

Current assets:
Cash	$ -
Total current assets	-

Total assets	$ -


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$ -
Total current liabilities	-

Stockholders' equity:
Members' equity	-
Total stockholders' equity	-

Total liabilities and stockholders' equity	$ -

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

F-43

SANGRE AT, LLC
STATEMENT OF OPERATIONS


	August 26, 2016
	(inception) to
	December 31, 2016

Revenue	$ -

Operating expenses:
General and administrative	-
Depreciation	-
Total operating expenses	-

Net operating loss	-

Other expense:	-

Net loss	$ -

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

F-44

SANGRE AT, LL C
STATEMENT OF STOCKHOLDERS' EQUITY


		Total
	Members'	Stockholders'
	Equity	Equity

Balance, August 26, 2016 (inception)	$ -	$ -

Net loss for the period from August 26, 2016 (inception) to December 31, 2016	-	-

Balance, December 31, 2016	$ -	$ -

T he accompanying notes are an integral part of these financial statements.

F-45

SANGRE AT, LLC
STATEMENT OF CASH FLOWS


	August 26, 2016
	(inception) to
	December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ -
Decrease (increase) in assets:
Prepaid expenses	-
Increase (decrease) in liabilities:
Accounts payable	-
Net cash provided by operating activities	-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of members' interests	-
Net cash provided by financing activities	-

NET CHANGE IN CASH	-
CASH AT BEGINNING OF PERIOD	-

CASH AT END OF PERIOD	$ -

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

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

F-46

Sangre AT, LLC

Notes to Financial Statements

For the Year Ended December 31, 2016

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Sangre AT, LLC (the “Company”, “Sangre AgroTech”), was incorporated under the laws of the State of Wyoming on August 26, 2016 (“Inception Date”) to conduct Cannabis research. The Company’s plan is to perform genome sequencing of numerous strains of Cannabis sativa, Cannabis indica, and hybrids in order to discover and describe compounds and/or classes of compounds which can be used effectively in the treatment of human disease. As in the case of the human genome, the cannabis genome is the blueprint of the plant that contains all the biological and chemical instructions for the growth, development, and synthesis of the plants’ constituent molecules. Through the process of whole genome sequencing, Sangre AgroTech can read and evaluate the potential of any one strain for its ability to produce native compounds which can be utilized for the treatment of human disease.

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-47

Sangre AT, LLC

Notes to Financial Statements

For the Year Ended December 31, 2016

Impairment of Long-Lived Assets

Revenue Recognition

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.

Recently Issued Accounting Pronouncements

F-48

Sangre AT, LLC

Notes to Financial Statements

For the Year Ended December 31, 2016

No other new accounting pronouncements, issued or effective during the period from August 26, 2016 (inception) to December 31, 2016, 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 had no revenues or assets at December 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing research 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 – Subsequent Events

Commencement of Research Activities

The Company commenced research activities in March of 2017, consisting of a cannabis genomic study to complete a global genomic classification of the cannabis plant genus with the intent to discover native compounds in cannabis strains that can be utilized for the treatment of human disease.

Business Combination

On April 20, 2017, the Company closed on a Share Exchange Agreement (“SEA”) with WEED, Inc., an Arizona company that plans to become a true “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in the emerging cannabis market. Pursuant to the SEA, WEED, Inc. purchased all of the outstanding membership interests of Sangre AgroTech in consideration for an a total of 500,000 shares of common to seven individuals, valued at $1,003,850 based on the closing price of WEED Inc.’s common stock on the date of grant.

In connection with the SEA, two members of Sangre entered into Consulting Agreements, pursuant to which the members of Sangre agreed to provide consulting services to the Company for a period of one year following closing, with the option to extend for a two year period in annual increments, upon mutual written agreement by both parties. Pursuant to the agreement, the members were each awarded 50,000 shares of common stock with the issuances deferred until January 1, 2018.

F-49

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 and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this 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 move forward either independently or with strategic partners to develop medicinal products for the treatment of a multitude of human diseases.

In furtherance of our current, short terms goals, Sangre initiated the cannabis genome project in April 2017, by extracting DNA from seven cannabis strains in Tucson, Arizona. Sangre followed the initial extraction with a second round of extractions in July 2017. The extracted DNA is currently being sequenced by the Sangre team using a binary sequencing approach based on the use of two distinct sequencing technologies and a proprietary bioinformatics database. Following the generation of genomic data, the sequences will be annotated (compared) against over 300,000 plant genes to elucidate specific de novo pathways responsible for the synthesis of specific compounds and classes of compounds.

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

On July 26, 2017, we acquired 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.

WEED Inc. acquired the property in La Veta, Colorado in order to facilitate the expansion of the genomic studies and the development of new hybrid strains. The facility is currently under re-design and renovation to convert the existing structures into a world-class genetics research center.

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

●

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

●

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

●

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

●

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

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

●

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

●

enhanced opportunities for new drug discovery

●

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

●

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

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

Corporate Overview

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

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

Results of Operations for the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

Summary of Results of Operations

	Three Months Ended September 30,
	2017	2016
Revenue	$ -	$ -

Operating expenses:

General and administrative	166,729	22,988
Professional fees	399,733	251,095
Depreciation and amortization	16,091	33
Total operating expenses	582,553	274,116

Net operating loss	(582,553 )	(274,116 )

Goodwill impairment	-	-
Loss on extinguishment of debt	-	-
Interest expense	(4,595 )	(1,382 )

Net loss	$ (587,148 )	$ (275,498 )

Operating Loss; Net Loss

Our net loss increased by $311,650, from ($275,498) to ($587,148), from the three months ended September 30, 2016 compared to the three months ended September 30, 2017. Our operating loss increased by $308,437, from ($274,116) to ($582,553) for the same period. The increase in our net loss was primarily the result of increases in our general and administrative expenses and our professional fees. Our operating loss increase compared to the prior year period is primarily a result of the same increases in our professional fees and general and administrative expenses. These changes are detailed below.

Revenue

We have not had any revenues since our inception. Prior to October 1, 2014, 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 to the medical cannabis sector. In the short-term we plan to conduct Sangre’s Cannabis Genomic Study over the next 5 years and process those result, and in the long-term is to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.

General and Administrative Expenses

General and administrative expenses increased by $143,741, from $22,988 for the three months ended September 30, 2016 to $166,729 for the three months ended September 30, 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 September 30, 2017 compared to the three months ended September 30, 2016. Our professional fees were $399,733 for the three months ended September 30, 2017 and $251,095 for the three months ended September 30, 2016. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and increased 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 $1,382 to $4,595 for the three months ended September 30, 2016 compared to the same period in 2017. Our interest expense primarily relates to interest on a convertible note and short term loans.

Results of Operations for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

Summary of Results of Operations

	Nine Months Ended September 30,
	2017	2016
Revenue	$ -	$ -

Operating expenses:

General and administrative	319,176	71,323
Professional fees	1,457,030	371,638
Depreciation and amortization	25,751	98
Total operating expenses	1,801,957	443,059

Net operating loss	(1,801,957 )	(443,059 )

Goodwill impairment	(1,015,910 )	-
Loss on extinguishment of debt	(67,983 )	-
Interest expense	(6,813 )	(3,957 )

Net loss	$ (2,892,663 )	$ (447,016 )

Operating Loss; Net Loss

Our net loss increased by $2,445,647, from ($447,016) to ($2,892,663), from the nine months ended September 30, 2016 compared to the nine months ended September 30, 2017. Our operating loss increased by $1,358,898, from ($443,059) to ($1,801,957) for the same period. The increase in our net loss was primarily the result of increases in our operating expenses as well as a significant goodwill impairment expense related to our acquisition of Sangre. Our operating loss compared to the prior year period is primarily a result of a significant increase in professional fees and an increase in general and administrative expenses. These changes are detailed below.

Revenue

General and Administrative Expenses

General and administrative expenses increased by $247,853, from $71,323 for the nine months ended September 30, 2016 to $319,176 for the nine months ended September 30, 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 nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Our professional fees were $1,457,030 for the nine months ended September 30, 2017 and $371,638 for the nine months ended September 30, 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 feesto 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.

Goodwill Impairment

During the nine months ended September 30, 2017, we incurred a goodwill impairment expense of $1,015,910, compared to $-0- for the nine months ended September 30, 2016. The goodwill impairment expense for the nine months ended September 30, 2017, relates entirely to our acquisition of Sangre AT, LLC, which closed on April 20, 2017. In connection with the acquisition we acquired all of the outstanding membership interests of Sangre in exchange for a total of 500,000 shares of our common stock issued to seven individuals. Those shares were valued at $1,003,850 based on the closing price of our common stock on the date of grant. A goodwill impairment loss is recognized when the carrying amount of goodwill exceeds its implied fair value. The goodwill impairment expense we recognized during the nine months ended September 30, 2017, is the difference between the value of the shares of our common stock we granted, plus the value of the liabilities we assumed, and the fair value of the identifiable assets we acquired when we closed the acquisition of Sangre.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2017, we incurred a loss on extinguishment of debt of $67,983, compared to $0 for the nine months ended September 30, 2016. The loss on extinguishment of debt for the nine months ended September 30, 2017, relates entirely to the fact that on June 16, 2017, we issued 70,000 shares of our common stock in exchange for the extinguishment of an outstanding promissory note, consisting of $35,000 of principal and $33,250 of interest.

Interest Income/Expense; Net

Interest expense increased from $3,957 to $6,813 for the nine months ended September 30, 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 Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Introduction

During the nine months ended September 30, 2017 and 2016, because of our operating, we did not generate positive operating cash flows. Our cash on hand as of September 30, 2017 was $265,145 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. We had working capital of ($462,795) as of September 30, 2017.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2017 and December 31, 2016, respectively, are as follows:

	September 30, 2017	December 31, 2016	Change

Cash	$ 265,145	$ 231	$ 264,914
Total Current Assets	276,298	5,284	271,014
Total Assets	1,384,608	5,548	1,379,060
Total Current Liabilities	739,093	281,226	457,867
Total Liabilities	$ 739,093	$ 281,226	$ 457,867

Our current assets increased by $264,914 as of September 30, 2017 as compared to December 31, 2016, due to a significant increase in cash and an increase in prepaid expenses as of September 30, 2017. The increase in our total assets between the two periods was primarily due to (i) a significant increase in our property and equipment, net, which was related to our acquisition of the property in La Veta, Colorado, and (ii) an increase in our cash on hand, which we had from the sales of our securities as of September 30, 2017.

Our current liabilities and total liabilities increased by $457,867, as of September 30, 2017 as compared to December 31, 2016. The primary cause of this increase was the issuance of a $475,000 note payable related to the acquisition of the La Veta property. We also had increases in our accounts payable and accrued officer compensation, partially offset by decreases in our accrued interest, convertible notes payable and notes payable, related party.

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 September 30, 2017 of $265,145 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 $418,989 for the nine months ended September 30, 2017, as compared to $10,008 for the nine months ended September 30, 2016. For the period in 2017, the net cash used in operating activities consisted primarily of our net loss of ($2,892,663), offset by goodwill impairment of $1,015,910, loss on extinguishment of debt of $67,983, shares issued for services of $1,340,271, depreciation of $25,751, and adjusted by an increase in prepaid expenses of $6,100, accrued compensation of $19,326, accrued interest of $6,442, and accounts payable of $3,720. For the same period in 2016, the net cash provided by operating activities consisted primarily of our net loss of ($447,016), partially offset by shares issued for services of $369,312 and adjusted by an increase in prepaid expenses of $206, and increases in accounts payable of $3,847, accrued compensation of $60,000, and accrued interest of $3,474.

Investments

We had net cash used by investing activities of $509,796 for the nine months ended September 30, 2017, as compared to $0 for the nine months ended September 30, 2016. For the period in 2017, the net cash used in investing activities consisted of purchases of land and property of $509,796, partially offset by cash received in acquisition of $54.

Financing

Our net cash provided by financing activities for the nine months ended September 30, 2017 was $1,193,699, compared to $10,005 for the nine months ended September 30, 2016. For the period in 2017, our financing activities related to proceeds from the sale of common stock of $1,197,999, and proceeds from notes payable, related parties of $9,000, offset by repayments on notes payable, related parties of ($13,300). For the period in 2016, our financing activities consisted of proceeds from notes payable, related parties of $16,005, 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

Patrick E. Williams, PhD	63	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.

Patrick E. Williams, PhD , was appointed to our Board of Directors on January 23, 2018. Dr. Williams is currently the President and Chief Science Officer of Sangre AT, LLC, our wholly-owned subsidiary. In this position, Dr. Williams is responsible for the focus, tenor and operations of the Sangre. He has developed and begun implementing the 5-year genomics research program focused on whole genome sequencing and gene expression analysis within the cannabis genus. This work includes the development of whole chromosome extraction methods, new protocols for the collection of RNA gene messengers, and next generation bioinformatics programs. He is also responsible for supervising the development of our new state-of-the-art genomics research facility in La Veta, Colorado. Prior to joining Sangre, from September 2014 to April 2017, Dr. Williams was the Chief Science Officer at Ansera Analytics. In this position, Dr. Williams was responsible for establishing the research perspectives of the organization and developing the technical foundations for the implementation of client contacts. These activities included the evaluation and validation of next generation sample prep chemistries and devices, new isothermal chemistries and instruments, optimized sample collection, transport and preservation media, and various deployable technologies for food borne pathogens and select agents. Client services also included the generation of quality assurance programs, proficiency training programs, and integration of these programs into ISO, DoD, and USDA established quality systems. From October 2012 to May 2014, Dr. Williams was a research assistant professor at Kansas State University-Olathe, where he partnered with other faculty to establish and maintain the K Food Safety and Applied Research programs, which included the establishment of the safety and quality program (GLP, GMP, ISO 17025). Prior to this position, Dr. Williams worked at a number of different pharmaceutical companies, as well as various academic positions. Dr. Williams received his BS in Biology from the University of California, Santa Cruz in 1978, his M.Ed. in Biology from Framington State College in 1982, and his Ph.D. in Biology from Clark University in 1991.

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 Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
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 was for a two-year term and Mr. Martin received Seven Million (7,000,000) shares of our common stock, restricted in accordance with Rule144, and was to receive 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 was entitled to One Million (1,000,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regained “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 contained 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.

On January 23, 2018, our Board of Directors agreed to enter into an Amended and Restated Employment Agreement with Glenn E. Martin. Under the new agreement, Mr. Martin will serve as our President and Chief Executive Officer for a five (5) year term in exchange for a base salary of $1,500 per week, which will be increased to $120,000 annually in the event we raise an aggregate of $2,000,000 during the term of the agreement. The agreement is set to go effective beginning February 1, 2018. Additionally, we agreed to grant Mr. Martin One Million (1,000,000) shares of our restricted common stock on February 1, 2018 pursuant to the terms of a Restricted Stock Agreement, with the shares subject to certain restrictions on transfer which expire on 33% of the shares on February 1, 2019, 66% of the shares on February 1, 2020 and 100% of the shares on February 1, 2021. We also agreed to issue Mr. Martin a Non-Qualified Stock Option on February 1, 2018 to purchase up to Four Million (4,000,000) shares of our common stock at $10.55 per share, with the options vesting 33 1/3% on August 1, 2018, 33 1/3% on February 1, 2019 and 33 1/3 rd % on February 1, 2020. The options expire ten years from the date of grant. As a result of the Amended and Restated Employment Agreement with Mr. Martin, he is no longer entitled to the Seven Million (7,000,000) shares of our common stock as annual salary, or the One Million (1,000,000) shares of a yet-to-be-created class of Series B Preferred Stock if we become fully-reporting, which were both set forth in his prior employment agreement.

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

On January 23, 2018, our Board of Directors agreed to enter into an Amended and Restated Employment Agreement with Nicole M. Breen. Under the new agreement, Ms. Breen will serve as our Secretary and Treasurer for a five (5) year term in exchange for a base salary of $1,000 per week. The agreement is set to go effective beginning February 1, 2018. Additionally, we agreed to grant Ms. Breen Five Hundred Thousand (500,000) shares of our restricted common stock on February 1, 2018 pursuant to the terms of a Restricted Stock Agreement, with the shares subject to certain restrictions on transfer which expire on 33% of the shares on February 1, 2019, 66% of the shares on February 1, 2020 and 100% of the shares on February 1, 2021. We also agreed to issue Ms. Breen a Non-Qualified Stock Option on February 1, 2018 to purchase up to Two Million (2,000,000) shares of our common stock at $10.55 per share, with the options vesting 33 1/3% on August 1, 2018, 33 1/3% on February 1, 2019 and 33 1/3 rd % on February 1, 2020. The options expire ten years from the date of grant. As a result of the Amended and Restated Employment Agreement with Ms. Breen, she is no longer entitled to the One Million (1,000,000) shares of our common stock as annual salary, or the One Hundred Thousand (100,000) shares of a yet-to-be-created class of Series B Preferred Stock if we become fully-reporting, which were both set forth in her prior employment agreement.

Under the terms of our agreement with Mr. Ryan Breen dated October 1, 2016, he served as our Vice President and Social Media Officer. The agreement was 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 receive 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 was entitled to One Hundred Thousand (100,000) shares of a yet-to-be-created class of Series B Preferred Stock if we regained “fully-reporting” status with the Securities and Exchange Commission. Our agreement with Mr. Breen also contained various provisions related to his termination without cause and in the event we undergo a change of control transaction.

On January 23, 2018, Ryan Breen announced his resignation as our Vice President and Social Media Officer, effective immediately. As a result we entered into a Wage Settlement and Release Agreement with Mr. Breen, to be effective February 1, 2018. Under the terms of the agreement, we agreed to pay Mr. Breen a one-time payment of $5,000 in return for his release of any all compensation owed to him under his Employment Agreement dated October 1, 2016.

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 January 24, 2018, 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 5% 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	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Common Stock	Glenn E. Martin (2) (3)(4)	55,841,078	55.16 %
Common Stock	Nicole M. Breen (2)(3)(5)	19,947,520	19.70 %
Common Stock	Dr. Pat Williams (2)(3)	195,850	<1 %
Common Stock	Ryan Breen (6)	5,047,766 (7)	4.99 %
Common Stock	All Directors and Officers As a Group (3 persons)	75,984,448	75.06 %

(1)

Unless otherwise indicated, based on 101,236,235 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.

(7)

Includes 37,151 shares owned in the name of Daniel J. Breen & Ryan 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

Employment Agreements

Share Issuances

On October 1, 2016, we granted 7,000,000 shares of common stock to Glenn E. Martin, our Chief Executive Officer, as a bonus for services to be performed from January 1, 2017 to December 31, 2018, as our primary executive officer, 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 Glenn E. Martin, our Chief Executive Officer, for services performed from January 1, 2015 to December 31, 2016, as our primary executive officer, 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, our Secretary and Treasurer, for services to be performed from January 1, 2017 to December 31, 2018, in those capacities, 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, our Secretary and Treasurer, for services performed from January 1, 2015 to December 31, 2016, in those capacities, 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, our Vice President and Social Media Officer, for services to be performed from January 1, 2017 to December 31, 2018, in those capacities, 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, our Vice President and Social Media Officer, for services performed from January 1, 2015 to December 31, 2016, in those capacities, pursuant to a 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 Glenn E. Martin, our Chief Executive Officer, as a bonus for services performed from January 1, 2015 to December 31, 2016, as our primary executive officer. 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, our Secretary and Treasurer, as a bonus for services performed from January 1, 2015 to December 31, 2016, in those capacities. 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, our Vice President and Social Media Officer, as a bonus for services performed from January 1, 2015 to December 31, 2016. 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 from January 1, 2012 until December 31, 2014.

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 from July 2012 to September 30, 2014.

Notes Payable

On the following dates, we received advances in the amounts indicated from our Chief Executive Officer, Glenn Martin. Mr. Martin owns approximately 56% of our common stock. The unsecured non-interest bearing loans are due on demand.

Date	Advances	Date	Repayments
March 14, 2016	$ 10,000	March 15, 2016	$ (6,000 )
April 18, 2016	1,800	October 20, 2016	(3,000 )
June 16, 2016	1,100	October 27, 2016	(3,000 )
January 16, 2018	5,000	November 3, 2016	(900 )
January 19, 2018	20,000
	$ 37,900		$ (12,900 )

On January 2, 2018, Dr. Pat Williams, now a member of our Board of Directors, loaned us $37,000, at an interest rate of 2% per annum, compounded annually and due on demand. The loan was for the purpose of assisting us in purchasing the condominium in La Veta, CO.

Lease of Real Property

We lease our executive offices from 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 tobe 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	60,000
Accounting and Audit Fees	Approximately	51,000
Total		$ 115,094

INDEMNIFICATION OF DIRECTORS AND OFFICERS

RECENT SALES OF UNREGISTERED SECURITIES

During the three months ended March 31, 2018, we issued, or agreed to issue, the following:

Common Stock Sales

On January 23, 2018, we sold 100,000 units at $2.50 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 $12.50 per share, exercisable until January 23, 2020, in exchange for total proceeds of $250,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares will be issued later in the first quarter of 2018. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On January 21, 2018, we sold 100,000 units at $2.50 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 $12.50 per share, exercisable until January 21, 2020, in exchange for total proceeds of $250,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares will be issued later in the first quarter of 2018. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

I-1

On January 5, 2018, we sold 100,000 units at $1.50 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 $5.00 per share, exercisable until January 5, 2019, in exchange for total proceeds of $150,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

Warrants Exercised

On January 2, 2018 and January 4, 2018, a warrant holder exercised warrants to purchase an aggregate of 150,000 shares of common stock at a strike price of $1.50 in exchange for proceeds of $225,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations and was a sophisticated investor.

Common Stock Issued for Settlement of Debt

On January 12, 2018, we entered into an Amendment No. 1 to the $475,000 principal amount promissory note issued by us to the seller of the property in La Veta, Colorado, under which both parties agreed to amend the purchase and the promissory note to allow us to payoff the note in full if we paid $100,000 in cash on or before January 15, 2018 and issued the seller 125,000 shares of common stock, restricted in accordance with Rule 144, on before January 20, 2018. We issued the shares to the seller on January 12, 2018. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the Amendment No. 1, which indicated the purchaser was knowledgeable about our management and our operations and was a sophisticated investor.

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

Common Stock Sales

On November 10, 2017, we sold 125,000 units at $1.00 per unit, consisting of 125,000 shares of common stock and warrants to purchase 125,000 shares of common stock at an exercise price of $3.00 per share, exercisable until November 10, 2019, in exchange for total proceeds of $125,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares were subsequently issued on December 29, 2017. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On October 24, 2017, we sold 13,333 units at $0.75 per unit, consisting of 13,333 shares of common stock and warrants to purchase 13,333 shares of common stock at an exercise price of $3.00 per share, exercisable until October 24, 2019, 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. The shares were subsequently issued on November 8, 2017. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

Common Stock Issued for Services

On November 8, 2017, we granted 60,000 shares of common stock to a consultant for services performed. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreement signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

Common Stock Issued for Amounts Owed

On December 29, 2017, we granted an aggregate of 24,882 shares of common stock to an individual as repayment for travel and hotel expenses incurred by the individual during a trip to India on company business. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreement signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

I-2

During the three months ended September 30, 2017, we issued, or agreed to issue, the following:

Common Stock Sales

On September 29, 2017, we sold 300,000 units at $0.50 per unit, consisting of 300,000 shares of common stock and warrants to purchase 300,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 29, 2019, in exchange for total proceeds of $150,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On September 24, 2017, we sold 133,000 units at $0.7519 per unit, consisting of 133,000 shares of common stock and warrants to purchase 133,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 24, 2019, in exchange for total proceeds of $100,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On September 5, 2017, we sold 40,000 units at $0.50 per unit, consisting of 40,000 shares of common stock and warrants to purchase 40,000 shares of common stock at an exercise price of $3.00 per share, exercisable until September 5, 2019, in exchange for total proceeds of $20,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On August 2, 2017, we sold 100,000 units at $0.50 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 $3.00 per share, exercisable until August 2, 2019, 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. The shares were subsequently issued during the fourth quarter. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

On July 7, 2017, we sold 200,000 units at $0.50 per unit, consisting of 200,000 shares of common stock and warrants to purchase 200,000 shares of common stock at an exercise price of $3.00 per share, exercisable until July 7, 2019, in exchange for total proceeds of $100,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

Common Stock Issued for Services

On August 1, 2017, we granted an aggregate of 349,000 shares of common stock to eight consultants for services performed. The aggregate fair value of the common stock was $359,470 based on the closing price of the Company’s common stock on the date of grant. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreement signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

During the three months ended June 30, 2017, we issued, or agreed to issue, the following:

Common Stock Sales

(i) On May 31, 2017, we sold 20,000 units at $0.50 per unit, consisting of 20,000 shares of common stock and warrants to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 31, 2019, in exchange for total proceeds of $10,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(ii) On May 31, 2017, we sold 300,000 units at $0.50 per unit, consisting of 300,000 shares of common stock and warrants to purchase 150,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 31, 2019, in exchange for total proceeds of $150,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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(iii) On May 25, 2017, we sold 20,000 units at $0.50 per unit, consisting of 20,000 shares of common stock and warrants to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, exercisable until May 25, 2019, in exchange for total proceeds of $10,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(iv) On May 25, 2017, we sold 20,000 units at $0.50 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 $3.00 per share, exercisable until May 25, 2019, in exchange for total proceeds of $50,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(v) On April 20, 2017, we sold 500,000 units at $1.00 per unit, consisting of 500,000 shares of common stock and warrants to purchase 500,000 shares of common stock at an exercise price of $3.00 per share, exercisable until April 20, 2018, in exchange for total proceeds of $500,000. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

Common Stock Issued for Acquisition

On April 20, 2017, we 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 $1,003,850 based on the closing price of our common stock on the date of grant. The issuances was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchasers contained in the Share Exchange Agreement by and between WEED, Inc. and Sangre AT, LLC signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations and were accredited investors.

Common Stock and warrants Issued for Settlement of Convertible Debt

On June 16, 2017, a convertible note previously issued by us, consisting of $35,000 of principal and $33,250 of unpaid interest, was assigned to a third party and the debt was exchanged for a unit offering, consisting of 70,000 shares of common stock and warrants to purchase 70,000 shares of common stock at an exercise price of $3.00 per share, exercisable until June 16, 2018. The stock was valued at $86,800 based on the closing price of our common stock on the date of exchange and the warrants were valued at $49,433. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the original promissory note agreement, and the assignment agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations and was a sophisticated investor.

Common Stock Issued for Services

On April 20, 2017, we granted an aggregate of 116,000 shares of common stock to eleven consultants for services performed. The aggregate fair value of the common stock was $232,893 based on the closing price of our common stock on the date of grant. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants did work for the company and were familiar with the company, its operations and its management.

Common Stock Subscribed for Services

On April 20, 2017, we granted 50,000 shares of common stock to each of two consultants for services performed. The issuance of the shares has been deferred until January 1, 2018. The aggregate fair value of the common stock was $200,770 based on the closing price of our common stock on the date of grant. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants did work for the company and were familiar with the company, its operations and its management.

Common Stock Cancellations

On April 25, 2017, a total of 4,820,953 shares of our common stock were cancelled and returned to treasury in compliance with the September 30, 2014 approval by the majority of shareholders to 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 to transfer 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, and (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 in UMI’s possession, 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, which remained the property of UMI under the management of Glenn E. Martin.

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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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations and was a sophisticated investor.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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 do 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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the Land Purchase Agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. Based on Mr. Martin’s position as CEO of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

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(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. Based on Mr. Martin’s position as CEO of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. Based on Ms. Breen’s position as the Secretary and Treasurer of the company and her familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. Based on Ms. Breen’s position as the Secretary and Treasurer of the company and her familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. Based on Mr. Breen’s position as a Vice President and the Social Media Officer of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. Based on Mr. Breen’s position as a Vice President and the Social Media Officer of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the warrant agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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

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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

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 . The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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(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. Based on Mr. Martin’s position as CEO of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(iv) 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. Based on Ms. Breen’s position as the Secretary and Treasurer of the company and her familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. Based on Mr. Breen’s position as a Vice President and the Social Media Officer of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchaser contained in the securities purchase agreement signed by the purchaser, which indicated the purchaser was knowledgeable about our management and our operations, was a sophisticated investor, and understood the purchase was part of a private placement.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

(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. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchaser contained in the consulting agreements signed by the purchaser and the fact the consultant did work for the company and was familiar with the company, its operations and its management.

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. Based on Mr. Martin’s position as CEO of the company and his familiarity with all aspects of the company, the issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(ii) 989,000 shares to two non-affiliates, at an average price of $0.20 per share. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchasers contained in the securities purchase agreement signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated investors, and understood the purchase was part of a private placement.

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, at $0.05 per share. Based on their positions with the company and their familiarity with all aspects of the company, the issuances were exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

(ii) 1,500,000 shares to two non-affiliates, valued at $0.05 per share. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make this determination we relied on the representations of the purchasers contained in the securities purchase agreement signed by the purchasers, which indicated the purchasers were knowledgeable about our management and our operations, were sophisticated investors, and understood the purchase was part of a private placement.

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EXHIBITS

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

3.2 (1)	Bylaws of WEED, Inc.

5.1**	Legal Opinion of Legal Counsel

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

10.2 (1)	Employment Agreement with Nicole Breen dated October 1, 2016

10.3 (1)	Employment Agreement with Ryan Breen dated October 1, 2016

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

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

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

10.7 (2)	Form of Securities Purchase Agreement

10.8 (2)	Form of Warrant Agreement

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

10.10*	Amendment No. 1 to Promissory Note by and between WEED, Inc. and A.R. Miller dated January 12, 2018

10.11*	Amended & Restated Employment Agreement with Glenn E. Martin dated February 1, 2018

10.12*	Amended & Restated Employment Agreement with Nicole M. Breen dated February 1, 2018

10.13*	Form of WEED, Inc. Restricted Stock Agreement

10.14*	Form of WEED, Inc. Notice of Grant of Non-Qualified Stock Options

10.15*	Wage Settlement and Release Agreement with Ryan Breen dated February 1, 2018

23.1	Consent of M&K CPAS, PLLC.

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

Included herewith.

To be included in subsequent filing.

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

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

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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.

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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: February 1, 2018	/s/ Glenn E. Martin
	By: Glenn E. Martin
	Its: President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer) (Principal Financial Officer)

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: February 1, 2018	/s/ Glenn E. Martin
	By: Glenn E. Martin, Director and President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer) (Principal Financial Officer)



Dated: February 1, 2018	/s/ Nicole M. Breen
	By: Nicole M. Breen, Director, Secretary and Treasurer



Dated: February 1, 2018	/s/ Patrick E. Williams, PhD
	By: Patrick E. Williams, PhD, Director

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EXHIBIT 10.10

AMENDMENT NO. 1 TO

PROMISSORY NOTE

This Amendment No. 1 (“Amendment No. 1”) is made this 12th day of January, 2018, by and between WEED, Inc. (the “Issuer”), and on the one hand; and A.R. Miller (the “Payee”), on the other hand, to amend the terms of that certain Promissory Note dated July 26, 2017, and entered into by and between the parties (the “Note”). Issuer and Payee shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note and this Amendment No. 1 conflict, the terms of this Amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, the Note was entered into in connection with the Issuer’s purchase of real property detailed in that certain Deed of Trust dated July 26, 2017 delivered by the Issuer to the Payee with the Note (the “La Veta Property”);

WHEREAS, under the terms of the Note Issuer was to pay principal sum of Four Hundred Seventy Five Thousand Dollars ($475,000.00) payable to the order of A. R. Miller, with interest thereon 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 26th day of July and the 26th day of January each year, until the balance of principal and interest is paid in full (“Note Payment Terms”);

WHEREAS, the Parties desire to amend the Note Payment Terms such that the Issuer will: (i) pay Payee One Hundred Thousand Dollars ($100,000) in cash on or before January 15, 2018, and (ii) issue Payee One Hundred Twenty Five Thousand (125,000) shares of the Issuer’s common stock, restricted in accordance with Rule 144, on or before January 20, 2018;

WHEREAS, Issuer and Payee desire to amend the terms of the Note as set forth herein in order to allow Issuer to satisfy its obligations under the Note in full.

AMENDMENT

1. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Note as follows:

The Parties agree to modify the terms of the Note in all ways necessary to amend the repayment terms to state the Note shall be considered paid-in-full and fully satisfied if the Issuer: (i) pays Payee One Hundred Thousand Dollars ($100,000) in cash on or before January 15, 2018 (the “Cash Payment”), and (ii) issues Payee One Hundred Twenty Five Thousand (125,000) shares of the Issuer’s common stock, restricted in accordance with Rule 144, on or before January 20, 2018 (the “Shares”, and together with the Cash Payment, the “Repayment Consideration”).

Upon receipt of the Repayment Consideration, the Parties agree the Note will be considered paid-in-full and fully satisfied, and the Payee agrees to take all actions to ensure Issuer’s ownership of the La Veta Property in full, including, but not limited to, cancelling any deeds of trust issued by the Issuer in connection with the Note, and cancel any financing statements recorded in relation to the Note.

The Payee hereby represents, warrants and agrees as follows:

1) Purchase for Own Account . Payee represents that he is acquiring the Shares solely for his own account and beneficial interest for investment and not for sale or with a view to distribution of the Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

2) Ability to Bear Economic Risk . Payee acknowledges that an investment in the Shares involves a high degree of risk, and represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of his investment.

3) Access to Information. The Payee acknowledges that the Payee has been furnished with such financial and other information concerning the Issuer, the directors and officers of the Issuer, and the business and proposed business of the Issuer as the Payee considers necessary in connection with the Payee’s investment in the Shares. As a result, the Payee is thoroughly familiar with the proposed business, operations, properties and financial condition of the Issuer and has discussed with officers of the Issuer any questions the Payee may have had with respect thereto. The Payee understands:

(i) The risks involved in this investment, including the speculative nature of the investment;

(ii) The financial hazards involved in this investment, including the risk of losing the Payee’s entire investment;

(iii) The lack of liquidity and restrictions on transfers of the Shares; and

(iv) The tax consequences of this investment.

The Payee has consulted with the Payee’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Payee in the Shares and the merits and risks of an investment in the Shares.

4) Shares Part of Private Placement . The Payee has been advised that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Issuer in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act and/or Regulation D as promulgated by the Securities and Exchange Commission under the Act, and under any applicable state blue sky authority. The Payee understands that the Issuer is relying in part on the Payee’s representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Payee’s representations, the Payee has in mind merely acquiring the Shares for resale on the occurrence or nonoccurrence of some predetermined event. The Payee has no such intention.

5) Further Limitations on Disposition . Payee further acknowledges that the Shares are restricted securities under Rule 144 of the Act, and, therefore, if the Issuer, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Shares, those certificates will contain a restrictive legend substantially similar to the following:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

Without in any way limiting the representations set forth above, Payee further agrees not to make any disposition of all or any portion of the Shares unless and until:

(i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(ii) Payee shall have obtained the consent of the Issuer and notified the Issuer of the proposed disposition and shall have furnished the Issuer with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Issuer, Payee shall have furnished the Issuer with an opinion of counsel, reasonably satisfactory to the Issuer, that such disposition will not require registration under the Act or any applicable state securities laws.

Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Payee to a partner (or retired partner) of Payee, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Payees hereunder as long as the consent of the Issuer is obtained.

6) Sophisticated Investor Status. The Payee is a sophisticated investor.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this Amendment No. 1 as of the date first above written. This Amendment No. 1 may be signed in counterparts and facsimile signatures are treated as original signatures.

“Issuer”	“Payee”

WEED, Inc.	A.R. Miller,
	an individual



By: Glenn E. Martin	By: A.R. Miller
Its: President

EXHIBIT 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of February 1, 2018 (the “ Effective Date ”), by and between WEED, Inc., a Nevada corporation (“ Corporation ” ), and GLENN MARTIN (“ Executive ” ). The Corporation and Executive may be referred to herein collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS , prior to the Effective Date, Executive was employed by the Corporation pursuant to the certain Employment Agreement dated October 1, 2016 among the Corporation and Executive (“ Original Agreement ”).

WHEREAS , the Corporation and Executive desire to amend and restate the Original Agreement, on the terms and conditions set forth herein, and for this Agreement to supersede and replace the Original Agreement in its entirety.

WHEREAS , Executive received 7,000,000 shares of the Corporation’s common stock as a signing bonus in accordance with the Original Agreement.

WHEREAS , Executive agrees to forgo all other previously agreed upon share payments and other consideration and benefits set out in the Original Agreement.

WHEREAS, the Corporation and Executive wish to memorialize the terms of Executive’s employment with the Corporation, the obligations of the Corporation to Executive, and to specify certain rights, responsibilities and duties of Executive.

AGREEMENT

NOW, THEREFORE, based upon the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

RESPONSIBILITIES

(a) Executive is employed by the Corporation to serve as President and Chief Executive Officer of the Corporation with the powers and responsibilities as delegated or assigned by the Corporation.

(b) Executive accepts employment upon the terms set forth in this Agreement and will perform diligently to the best of his abilities those duties in a manner that promotes the interests and goodwill of the Corporation.

ARTICLE II

COMPENSATION

Section 2.1 General Terms .

(a) Base Salary . The Corporation shall pay base compensation to Executive at the rate of $1,500.00 US Dollars per week payable in accordance with the Corporation’s ordinary payroll policies (“ Base Salary ”). Executive’s Base Salary shall be reviewed at the end of each year (or sooner) of employment and may be subject to increase in the sole discretion of the Corporation, and ratified by the Corporation based upon a review of the business, operations and financial performance of the Corporation. At any time during the Term, in the event that the Corporation raises an aggregate of $2,000,000.00 US Dollars in connection with the sale of debt or equity securities during the Term, Executive’s Base Salary shall increase to the sum of $120,000.00 US Dollars per annum for the remainder of the Term.

(b) Bonus/Compensation . In addition to the Base Salary, Executive shall be entitled to receive such discretionary bonus or incentive compensation as mutually agreed to by the Corporation and Executive, including, but not limited to, Non-Qualified Stock Options as set out in that Non-Qualified Stock Option Award Agreement and Restricted Stock as set out in the Restricted Stock Agreement, both of even date herewith.

Section 2.2 Reimbursement . It is acknowledged by the parties that Executive, in connection with the services to be performed by him pursuant to the terms of this Agreement, may be required to make payments for travel, communications, entertainment of business associates and similar expenses. The Corporation will reimburse Executive for all reasonable, documented expenses of types authorized by the Corporation and incurred by Executive in the performance of his duties hereunder. Executive will comply with such budget limitations and approval and reporting requirements with respect to expenses as the Corporation may establish in writing and communicate to Executive from time to time.

Section 2.3 Executive Benefits. During the term of this Agreement, the Corporation shall provide Executive with executive and fringe benefits under any and all executive benefit plans and programs which are from time to time generally made available to the executives of the Corporation, including, without limitation, health and dental care, profit sharing plans, vacation benefits and a per annum car allowance.

Section 2.4 Vacation . Executive shall be entitled to two (2) weeks of paid vacation, prorated for any year in which Executive is not employed for the entire calendar year. Upon termination of Executive’s employment, the Corporation shall pay to Executive, or his estate or representative, accrued and unused vacation to which Executive is entitled during the calendar year.

ARTICLE III

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

Section 3.1 Definitions . For purposes of this Agreement, “ Confidential Information ” is any data or information that is unique to the Corporation, proprietary, competitively sensitive, and not generally known by the public, including, but not limited to, the Corporation’s business plan, projects, prospective projects, customers, and prospective customers. “ Prospective Customers ” is understood to mean those potential customers with whom or with which the Corporation is engaged in active discussion about a business relationship, training manuals, project development plans, bidding and pricing procedures, market plans and strategies, business plans and projections, internal performance statistics, financial data, confidential information concerning executives of the Corporation, operational or administrative plans, policy manuals, terms and conditions of contracts and agreements, and all similar information related to the business of the Corporation’s customers or potential customers or suppliers, other than information that is publicly available. The term “Confidential Information” shall not apply to information which is: (i) already in Executive’s possession (unless such information was obtained by Executive from the Corporation in the course of Executive’s employment by the Corporation); (ii) received by Executive form a third party with no restriction on disclosure; (iii) information that has become publicly available through no fault of Executive; (iv) required to be disclosed by any applicable law or by an order of a court of competent jurisdiction; or (v) information that is developed by Executive not in the course of Executive’s employment.

Section 3.2 Use and Disclosure . Executive recognizes and acknowledges that the Confidential Information constitutes valuable, special and unique assets of the Corporation. Except as required to perform Executive’s duties as an executive of the Corporation, Executive will not use or disclose any Confidential Information of the Corporation.

ARTICLE IV

TERM OF AGREEMENT

Section 4.1 Term of Agreement . This Agreement shall continue in full force and effect for five (5) years from the date of the Original Agreement (“ Term ”) and shall be automatically renewed for consecutive two (2) year periods upon the same terms, conditions and requirements unless terminated by the Parties as set forth herein (each a “ Renewal Term ”). This Agreement may be terminated prior to the end of its Term or any Renewal Term in accordance with Article V herein.

ARTICLE V

TERMINATION

Section 5.1 Termination . Executive’s employment hereunder will terminate upon the occurrence of the following events:

(a) By the Corporation and Executive . The Corporation and Executive may mutually agree to terminate this Agreement at any time, for any reason, during the Term or any Renewal Term. Following such termination, the Corporation shall promptly reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of his duties hereunder prior to termination and make all payments that Executive shall be entitled to including, but not limited to, Executive’s Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of termination.

(b) By the Corporation with Cause or by Executive without Good Reason . This Agreement may be terminated by Executive without Good Reason, (Good Reason is defined in Section 5.1(c )), upon thirty (30) days prior written notice, and by the Corporation for Cause (as defined in I though III below), with thirty (30) days prior written notice for any of the following reasons:

a material breach by Executive of any of the provisions of this Agreement that has a substantial negative impact on the profitability of the Corporation, upon failure of Executive to cure such breach within thirty (30) days after receipt of written notice of breach by the Corporation, or longer if the breach cannot reasonably be cured within such thirty (30) day period;

II.

conviction of Executive for a felony involving moral turpitude; or

III.

commission by Executive of an act of fraud, embezzlement, or material dishonesty against the Corporation, or any act that would foreseeably materially harm the reputation or business of the Corporation, or its officers, directors and shareholders.

Following such termination, the Corporation shall reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of his duties hereunder prior to termination and Executive shall be entitled to any other payments due from the Corporation including, but not limited to, his Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of termination.

(c) By Executive for Good Reason . Executive may upon thirty (30) days prior written notice terminate this Agreement for Good Reason. Termination for “ Good Reason ” for purposes of this Section 5.1(c) , is a termination of employment under any of the following circumstances:

a material breach by the Corporation of any of the provisions of this Agreement or any other agreement related to Executive’s employment with the Corporation, upon failure of the Corporation to cure such breach within thirty (30) days after receipt of written notice of breach by Executive;

II.

a decrease in Executive’s Base Salary as provided in Section 2.1 herein or a material change in Executive’s duties or authority;

III.

Executive is asked or directed by the Corporation to engage or participate in an activity or activities that would result or could reasonably be believed to result in the conviction of a criminal offense or the commission of an act of fraud, embezzlement, or material dishonesty against the Corporation by Executive, a member of the Board of Directors, an officer or executive of the Corporation; or

IV.

Executive is asked to perform regular services at a location that is more than one hundred fifty (150) miles from the Tucson, Arizona metropolitan area without Executive’s prior written consent.

(d) Termination on Death . In the event of Executive’s death, this Agreement will be deemed to have terminated on the date of his death. Following such termination, the Corporation shall reimburse Executive’s estate pursuant to Section 2.2 for expenses incurred in the performance of his duties hereunder prior to his death and Executive’s estate shall be entitled to Executive’s Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of Executive’s death.

(e) Termination on Disability . This Agreement may be terminated by the Corporation immediately upon Executive’s “disability” in the event Executive becomes physically or mentally disabled. Executive will be deemed disabled if, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from his duties with the Corporation on a full-time basis for one hundred eighty (180) business days in any three hundred sixty (360) business day period. Following such termination, the Corporation shall reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of his duties hereunder prior to termination and Executive shall be entitled to his Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of Executive’s termination herein.

(f) Separation Payments . Notwithstanding any provision to the contrary, in the event that this Agreement is terminated by the Corporation without Cause or by Executive with Good Reason, then Executive shall also be entitled to continue to receive Executive’s Base Salary, payable in accordance with customary payroll practices (and subject to customer withholding and payroll taxes) until twelve (12) months from the termination date of Executive’s employment (collectively, the “ Separation Payment ”), provided, that, payment shall not be made until the first payroll date of the Corporation occurring after the sixtieth (60 th ) day following the date of termination, and shall include any amounts that would have otherwise been paid prior to such date.

(g) Section 409A . This Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, or an exception thereto. Each provision of the Agreement shall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Corporation does not and cannot guarantee any particular tax effect or treatment of the amounts due under this Agreement. Except for the Corporation’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Corporation will not be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Corporation concludes, in the exercise of its reasonable discretion, that the severance benefits described in Section 5.2(f) , are subject to Section 409A of the Internal Revenue Code, no severance payment will be paid prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)).

ARTICLE VI

GENERAL TERMS

Section 6.1 Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses:

If to the Corporation, to:	WEED, Inc.
	One South Church Ave, 12 th Floor
	Tucson, Arizona 85701

If to Executive, to:	Glenn Martin
	4920 North Post Trail
	Tucson, Arizona 85750

Section 6.2 Legal Fees and Expenses . The prevailing party in any mediation, arbitration, or litigation relating to this Agreement shall be entitled to recover from the other party any and all attorneys’ and related fees and expenses incurred by the prevailing party in such arbitration or litigation.

Section 6.3 Successors and Binding Agreement .

(a) This Agreement shall be binding upon the Corporation and successors to the Corporation, and shall be assignable, transferable or delegable by the Corporation, at the Corporation’s sole discretion.

(b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes and/or legatees.

Section 6.4 Entire Agreement; Modification . This Agreement constitutes the complete and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties. The parties have executed this Agreement based upon the express terms and provisions set forth herein and have not relied on any communications or representations, oral or written, which are not set forth in this Agreement.

Section 6.5 Amendment . The covenants or provisions of this Agreement may not be modified by a subsequent agreement unless the modifying agreement: (i) is in writing; (ii) contains an express provision referencing this Agreement; (iii) is signed and executed on behalf of the Corporation by an officer of the Corporation other than Executive; (iv) is approved by resolution of the Corporation; and (v) is signed by Executive.

Section 6.6 Legal Consultation . Both Parties have been accorded a reasonable opportunity to review this Agreement with legal counsel prior to executing this Agreement.

Section 6.7 Choice of Law . This Agreement and the performance hereof will be construed and governed in accordance with the laws of the State of Arizona, without regard to its choice of law principles.

Section 6.8 Waiver of Provisions . Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

Section 6.9 Severability . The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties provided that the substance of the economic relationship created by this Agreement remains materially unchanged.

Section 6.10 Remedies . The parties hereto acknowledge and agree that upon any breach by Executive of his obligations under Article III hereof, the Corporation will have no adequate remedy at law, and accordingly will be entitled to specific performance and other appropriate injunctive and equitable relief. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any Party shall be considered exclusive of any other remedy available to any Party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.

Section 6.11 Counterparts . This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation and Executive have caused this Agreement to be executed on the day and year indicated below to be effective on the day and year first written above.

	EXECUTIVE:


	Glenn Martin

	CORPORATION:

	WEED, Inc., a Nevada corporation


	By:
		Authorized Signatory


	Print Name

Signature Page to Employment Agreement

by and between Weed, Inc. and Glenn Martin

EXHIBIT 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of February 1, 2018 (the “ Effective Date ”), by and between WEED, Inc., a Nevada corporation (“ Corporation ” ), and NICOLE M. BREEN (“ Executive ” ). The Corporation and Executive may be referred to herein collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS , Executive received 4,000,000 shares of the Corporation’s common stock as a signing bonus in accordance with the Original Agreement.

WHEREAS , Executive agrees to forgo all other previously agreed upon share payments and other consideration and benefits set out in the Original Agreement.

AGREEMENT

NOW, THEREFORE, based upon the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

RESPONSIBILITIES

(a) Executive is employed by the Corporation to serve as Secretary and Treasurer of the Corporation with the powers and responsibilities as delegated or assigned by the Corporation.

(b) Executive accepts employment upon the terms set forth in this Agreement and will perform diligently to the best of her abilities those duties in a manner that promotes the interests and goodwill of the Corporation.

ARTICLE II

COMPENSATION

Section 2.1 General Terms .

(a) Base Salary . The Corporation shall pay base compensation to Executive at the rate of $1,000.00 US Dollars per week payable in accordance with the Corporation’s ordinary payroll policies (“ Base Salary ”).

(b) Bonus/Compensation . In addition to the Base Salary, Executive shall be entitled to receive such discretionary bonus or incentive compensation as mutually agreed to by the Corporation and Executive , including, but not limited to, Non-Qualified Stock Options as set out in that Non-Qualified Stock Option Award Agreement and Restricted Stock as set out in the Restricted Stock Agreement, both of even date herewith.

Section 2.2 Reimbursement . It is acknowledged by the Parties that Executive , in connection with the services to be performed by her pursuant to the terms of this Agreement, may be required to make payments for travel, communications, entertainment of business associates and similar expenses. The Corporation will reimburse Executive for all reasonable, documented expenses of types authorized by the Corporation and incurred by Executive in the performance of her duties hereunder. Executive will comply with such budget limitations and approval and reporting requirements with respect to expenses as the Corporation may establish in writing and communicate to Executive from time to time.

Section 2.4 Vacation . Executive shall be entitled to two (2) weeks of paid vacation, prorated for any year in which Executive is not employed for the entire calendar year. Upon termination of Executive ’s employment, the Corporation shall pay to Executive , or her estate or representative, accrued and unused vacation to which Executive is entitled during the calendar year.

ARTICLE III

NONDISCLOSURE OF CONFIDENTIAL INFORMATION

Section 3.1 Definitions . For purposes of this Agreement, “ Confidential Information ” is any data or information that is unique to the Corporation, proprietary, competitively sensitive, and not generally known by the public, including, but not limited to, the Corporation’s business plan, projects, prospective projects, customers, and prospective customers. “ Prospective Customers ” is understood to mean those potential customers with whom or with which the Corporation is engaged in active discussion about a business relationship, training manuals, project development plans, bidding and pricing procedures, market plans and strategies, business plans and projections, internal performance statistics, financial data, confidential information concerning executives of the Corporation, operational or administrative plans, policy manuals, terms and conditions of contracts and agreements, and all similar information related to the business of the Corporation’s customers or potential customers or suppliers, other than information that is publicly available. The term “Confidential Information” shall not apply to information which is: (i) already in Executive ’s possession (unless such information was obtained by Executive from the Corporation in the course of Executive ’s employment by the Corporation); (ii) received by Executive form a third party with no restriction on disclosure; (iii) information that has become publicly available through no fault of Executive ; (iv) required to be disclosed by any applicable law or by an order of a court of competent jurisdiction; or (v) information that is developed by Executive not in the course of Executive ’s employment.

Section 3.2 Use and Disclosure . Executive recognizes and acknowledges that the Confidential Information constitutes valuable, special and unique assets of the Corporation. Except as required to perform Executive ’s duties as an employee of the Corporation, Executive will not use or disclose any Confidential Information of the Corporation.

ARTICLE IV

TERM OF AGREEMENT

ARTICLE V

TERMINATION

Section 5.1 Termination . Executive ’s employment hereunder will terminate upon the occurrence of the following events:

(a) By the Corporation and Executive . The Corporation and Executive may mutually agree to terminate this Agreement at any time, for any reason, during the Term or any Renewal Term. Following such termination, the Corporation shall promptly reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of her duties hereunder prior to termination and make all payments that Executive shall be entitled to including, but not limited to, Executive ’s Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of termination.

II.

conviction of Executive for a felony involving moral turpitude; or

III.

Following such termination, the Corporation shall reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of her duties hereunder prior to termination and Executive shall be entitled to any other payments due from the Corporation including, but not limited to, her Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of termination.

a material breach by the Corporation of any of the provisions of this Agreement or any other agreement related to Executive ’s employment with the Corporation, upon failure of the Corporation to cure such breach within thirty (30) days after receipt of written notice of breach by Executive ;

II.

a decrease in Executive ’s Base Salary as provided in Section 2.1 herein or a material change in Executive ’s duties or authority;

III.

Executive is asked or directed by the Corporation to engage or participate in an activity or activities that would result or could reasonably be believed to result in the conviction of a criminal offense or the commission of an act of fraud, embezzlement, or material dishonesty against the Corporation by Executive , a member of the Board of Directors, an officer or executive of the Corporation; or

IV.

Executive is asked to perform regular services at a location that is more than one hundred fifty (150) miles from the Tucson, Arizona metropolitan area without Executive ’s prior written consent.

(d) Termination on Death . In the event of Executive ’s death, this Agreement will be deemed to have terminated on the date of her death. Following such termination, the Corporation shall reimburse Executive ’s estate pursuant to Section 2.2 for expenses incurred in the performance of her duties hereunder prior to her death and Executive ’s estate shall be entitled to Executive ’s Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of Executive ’s death.

(e) Termination on Disability . This Agreement may be terminated by the Corporation immediately upon Executive ’s “disability” in the event Executive becomes physically or mentally disabled. Executive will be deemed disabled if, as a result of Executive ’s incapacity due to physical or mental illness, Executive shall have been absent from her duties with the Corporation on a full-time basis for one hundred eighty (180) business days in any three hundred sixty (360) business day period. Following such termination, the Corporation shall reimburse Executive pursuant to Section 2.2 for expenses incurred in the performance of her duties hereunder prior to termination and Executive shall be entitled to her Base Salary and bonus/compensation pursuant to Section 2.1 earned through the date of Executive ’s termination herein.

(f) Separation Payments . Notwithstanding any provision to the contrary, in the event that this Agreement is terminated by the Corporation without Cause or by Executive with Good Reason, then Executive shall also be entitled to continue to receive Executive ’s Base Salary, payable in accordance with customary payroll practices (and subject to customer withholding and payroll taxes) until twelve (12) months from the termination date of Executive ’s employment (collectively, the “ Separation Payment ”), provided, that, payment shall not be made until the first payroll date of the Corporation occurring after the sixtieth (60 th ) day following the date of termination, and shall include any amounts that would have otherwise been paid prior to such date.

(g) Section 409A . This Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, or an exception thereto. Each provision of the Agreement shall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Corporation does not and cannot guarantee any particular tax effect or treatment of the amounts due under this Agreement. Except for the Corporation’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive , the Corporation will not be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Corporation concludes, in the exercise of its reasonable discretion, that the severance benefits described in Section 5.2(f) , are subject to Section 409A of the Internal Revenue Code, no severance payment will be paid prior to Executive ’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)).

ARTICLE VI

GENERAL TERMS

If to the Corporation, to:	WEED, Inc.
	One South Church Ave, 12 th Floor
	Tucson, Arizona 85701

If to Executive, to:	Nicole M. Breen
	4920 North Post Trail
	Tucson, Arizona 85750

Section 6.3 Successors and Binding Agreement .

(b) This Agreement shall inure to the benefit of and be enforceable by Executive ’s personal or legal representatives, executors, administrators, successors, heirs, distributes and/or legatees.

Section 6.4 Entire Agreement; Modification . This Agreement constitutes the complete and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties. The Parties have executed this Agreement based upon the express terms and provisions set forth herein and have not relied on any communications or representations, oral or written, which are not set forth in this Agreement.

Section 6.5 Amendment . The covenants or provisions of this Agreement may not be modified by a subsequent agreement unless the modifying agreement: (i) is in writing; (ii) contains an express provision referencing this Agreement; (iii) is signed and executed on behalf of the Corporation by an officer of the Corporation other than Executive ; (iv) is approved by resolution of the Corporation; and (v) is signed by Executive .

Section 6.6 Legal Consultation . Both Parties have been accorded a reasonable opportunity to review this Agreement with legal counsel prior to executing this Agreement.

Section 6.8 Waiver of Provisions . Any waiver of any terms and conditions hereof must be in writing and signed by the Parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other terms and conditions hereof.

Section 6.9 Severability . The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the Parties provided that the substance of the economic relationship created by this Agreement remains materially unchanged.

Section 6.10 Remedies . The Parties hereto acknowledge and agree that upon any breach by Executive of her obligations under Article III hereof, the Corporation will have no adequate remedy at law, and accordingly will be entitled to specific performance and other appropriate injunctive and equitable relief. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any Party shall be considered exclusive of any other remedy available to any Party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient.

Section 6.11 Counterparts . This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Corporation and Executive have caused this Agreement to be executed on the day and year indicated below to be effective on the day and year first written above.

	EXECUTIVE:


	Nicole M. Breen

	CORPORATION:

	WEED, Inc., a Nevada corporation


	By:
		Authorized Signatory


	Print Name

Signature Page to Employment Agreement

by and between Weed, Inc. and Nicole M. Breen

EXHIBIT 10.13

WEED, INC.

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“ Agreement ”) is between WEED, Inc. (“ Corporation ”), and (“ Grantee ”), as of (“ Date of Grant ”).

RECITALS

A. The Corporation desires to enter into this Agreement to provide an incentive to Grantee, whose services are considered unusually valuable by providing him an opportunity to own additional stock in the Corporation.

B. The Corporation believes that entering into this Agreement with Grantee is consistent with those purposes.

NOW, THEREFORE, in consideration of the mutual covenants and conditions in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Grantee agree as follows:

AGREEMENT

1. GRANT OF RESTRICTED SHARES . Subject to the terms of this Agreement, the Corporation grants to Grantee ( ) shares (“ Restricted Shares ”) of the Corporation’s common stock, (“ Stock ”). The delivery of any document evidencing the Restricted Shares is subject to the provisions of Section 5 .

2. RIGHTS OF GRANTEE . Subject to the provisions of this Agreement, as of the Date of Grant, Grantee shall be a shareholder with respect to all of such Restricted Shares and shall have all of the rights of a shareholder in the Corporation with respect to the Restricted Shares.

3. RESTRICTIONS ON RESTRICTED SHARES .

A. Limitations on Transfer . Grantee agrees to not sell, transfer, pledge, exchange, hypothecate, grant any security interest in, or otherwise dispose of, any Restricted Shares before the date on which the restrictions lapse under Section 4.A. , or enter into any agreement or make any commitment to do so. Any attempted sale, transfer, pledge, exchange, hypothecation or disposition of the Restricted Shares shall be null and void, and the Corporation shall not recognize or give effect to such transaction on its books and records (including the books and records of the Corporation’s transfer agent) or recognize the person or persons to whom such sale, transfer, pledge, exchange, hypothecation or disposition has been made as the legal or beneficial owner of the Restricted Shares.

B. Permitted Transfers . Notwithstanding Section 3.A. , or any other provision of this Agreement, Grantee may assign and transfer some or all of the Restricted Shares, whether or not the restrictions have lapsed, to a family trust, family limited partnership or other estate planning entity settled or controlled by Grantee, provided that (i) the transferee executes and delivers to the Corporation required documents to confirm that the transferee’s ownership of such Restricted Shares are subject to this Agreement as if such transferee were Grantee, and (ii) the Restricted Shares that are unvested as of the date of transfer will be subject to forfeiture under all circumstances provided in this Agreement, including the provisions based on termination of Grantee’s service with the Corporation.

4. LAPSE OF RESTRICTIONS .

A. Schedule . Subject to the other conditions in this Section 4 , the restrictions on the Stock set forth in Section 3 will lapse under the following schedule:

Date Restriction Lapses	Percentage of Stock Becomes Unrestricted
First Anniversary of Date of Grant	33%
Second Anniversary of Date of Grant	66%
Third Anniversary of Date of Grant	100%

B. Condition That Must be Satisfied Before Restrictions Lapse . The restrictions on the Stock will not lapse unless Grantee remains employed by the Corporation or otherwise continues to serve as a non-employee member of the Board of Directors of the Corporation as of the date the restrictions lapse in accordance with the above schedule.

C. Issuance of Certificates . The Corporation shall only be required to issue stock certificates representing those Restricted Shares on which restrictions have lapsed in accordance with the provisions of this Agreement. Within 30 days after restrictions on some or all of the Stock have lapsed, the Corporation shall issue to Grantee a stock certificate representing those shares of Stock that have become unrestricted.

5. SECURITIES ACT .

A. Registration . The Corporation has the right, but not the obligation, to cause the issuance, sale or resale of the Restricted Shares to be registered under the Securities Act.

B. Condition on Delivery of Stock . The Corporation is not required to issue any of the Restricted Shares if, in the opinion of the Corporation’s counsel, the issuance would violate the Securities Act or any other applicable Federal or state securities laws or regulations. Before issuing the Restricted Shares, the Corporation may require Grantee to sign a written statement, in form and content acceptable to the Corporation in its sole discretion, that Grantee (i) shall not sell the Restricted Shares except with the prior written approval of the Corporation, and (ii) shall comply with the Securities Act, the Exchange Act and all other applicable Federal and state securities laws and regulations.

C. Legend . In addition to any other legend that may be required by the Corporation from time to time or pursuant to applicable law, share certificates representing any Restricted Shares issued hereunder shall bear a legend restricting the transferability of such Restricted Shares in substantially the following form:

“Transfer of the securities represented by this certificate is subject to the restrictions imposed by the Restricted Stock Agreement dated February 1, 2018 by and between WEED, Inc. and Glenn Martin.

6. REPURCHASE BY THE COMPANY .

A. Involuntary Transfer . In the event of any transfer by operation of law or other involuntary transfer, of all, or a portion, of the Restricted Shares, the Corporation shall have an option to purchase all or any portion of the Restricted Shares transferred (the “ Involuntary Transfer Option ”). Upon such a transfer, Grantee and the person acquiring the Restricted Shares shall promptly notify the Secretary of the Corporation of such transfer. The Corporation (or its assignee) shall notify Grantee and the person acquiring the Restricted Shares as to whether the Corporation (or its assignee) wishes to purchase any of the Restricted Shares pursuant to the Involuntary Transfer Option no later than 45 days following the receipt by the Corporation of the notice from the person acquiring the Restricted Shares. If the Corporation (or its assignee) elects to purchase such Restricted Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the Corporation not later than 30 days from the date of such notice. At such closing, the Corporation (or its assignee) shall tender payment for the Restricted Shares and the certificates representing the Restricted Shares so purchased shall be canceled (or the Restricted Shares transferred to the Corporation’s assignee, if applicable). Grantee hereby authorizes and directs the Secretary or the transfer agent of the Corporation, as applicable, to transfer the Restricted Shares as to which the involuntary Transfer Option has been exercised from Grantee to the Corporation (or its assignee). Grantee further authorizes the Corporation to refuse, or to cause the transfer agent to refuse, as applicable, to transfer or record any Restricted Shares to be transferred in violation of this Agreement.

B. Price Determination by Board . With respect to the Restricted Shares to be transferred pursuant to the Involuntary Transfer Option where the price is determined under this Section 6.B. , the price per share shall be a price that will reflect the current fair market value of such Restricted Shares as determined in good faith by the Board. The Corporation shall notify Grantee, his representative, or the person acquiring the Restricted Shares under Section 6.A. of the price so determined within 45 days after receipt by the Corporation of notice of the transfer or proposed transfer of the shares.

C. Assignment by Corporation . The Corporation’s Involuntary Transfer Option (collectively, the “ Corporation’s Rights ”) may be assigned in whole or in part to any shareholder or shareholders of the Corporation.

D. Obligations Binding upon Transferees . All transferees of Restricted Shares or any interest therein will receive and hold such Restricted Shares or interest therein subject to the provisions of this Agreement, including, insofar as applicable, the Corporation’s Rights. Any sale or transfer of the Restricted Shares shall be void unless the provisions of this Agreement are complied with.

E. Termination of the Corporation’s Rights . Except as otherwise provided hereunder, the Corporation’s Rights granted to the Corporation by this Section 6 shall terminate upon the effective date of a firm commitment underwritten public offering pursuant to an effective Securities Act, covering the offer and sale of Stock for the Corporation’s account to the public other than (i) a registration relating solely to employee stock option, stock purchase or other benefit plans or (ii) relating solely to a SEC Rule 145 transaction.

F. Replacement Certificate . If the restrictions imposed on the sale or transfer of the Stock by this Agreement terminate as provided in this Section 6 a new certificate or certificates representing the Stock shall be issued, on request, without any legend.

G. Transfers Deemed Involuntary Transfers . For purposes of this Agreement, the following events shall be deemed to be or to cause, without limitation, involuntary transfers subject to the Involuntary Transfer Option pursuant to Section 6.A.:

(1) Grantee files a voluntary petition in bankruptcy or is adjudicated bankrupt or makes an assignment for the benefit of his creditors; and

(2) Grantee transfers or attempts to transfer part or all or his interest in the shares in violation of this Agreement.

7. ACKNOWLEDGEMENTS AND REPRESENTATION OF GRANTEE . In connection with Grantee’s receipt of the Restricted Shares, Grantee hereby acknowledges the following:

A. Further Limitations on Disposition . Grantee understands and acknowledges that Grantee may not make any sale, assignment, transfer or other disposition (including transfer by gift or operation of law) of all or any portion of the Restricted Shares except in accordance with this Agreement. Further, Grantee agrees to make no sale, assignment, transfer or other disposition of all or any portion of the Restricted Shares unless there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or Grantee has obtained an opinion of Grantee’s counsel that such disposition does not require registration under the Securities Act. The Corporation may request a copy of any such opinion and, upon such request, Grantee shall promptly provide such copy to the Corporation.

B. Determination of Fair Market Value . Grantee understands and acknowledges that the Fair Market Value of the Restricted Shares shall be determined in accordance with the terms and conditions set forth by the Corporation’s Board.

C. Section 83(b) Election . Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (“ Code ”) taxes as ordinary income the difference between the amount paid for the Restricted Shares and the Fair Market Value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse. In this context, “restriction” means the restrictions set forth in Section 3 hereof. Grantee understands that Grantee may elect to be taxed at the time the Restricted Shares are granted rather than when and as the Restricted Shares vest by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the Date of Grant. Grantee understands that failure to make this filing timely shall result in the recognition of ordinary income by Grantee on the Fair Market Value of the Restricted Shares at the time such restrictions lapse.

GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

D. Investment Intent . Grantee hereby represents and warrants to the Corporation that Grantee is acquiring the Restricted Shares for investment purposes only and not with a view to the resale or other distribution thereof.

8. NON-TRANSFERABILITY OF RIGHTS . Grantee may not assign or transfer Grantee’s rights under this Agreement, nor may Grantee subject such rights (or any of them) to execution, attachment, garnishment, or similar process. Any such attempted assignment or transfer by Grantee shall be null and void and shall not be recognized by the Corporation.

9. FEDERAL AND STATE TAXES . Grantee may incur certain liabilities for Federal, state, or local taxes in connection with the grant of the Restricted Shares hereunder, and the Corporation may be required by law to withhold such taxes. Upon determination of the year in which such taxes are due and the determination by the Corporation of the amount of taxes required to be withheld, Grantee shall pay an amount equal to the amount of Federal, state, or local taxes required to be withheld to the Corporation. If Grantee fails to make such payment in a timely manner, the Corporation may withhold and set-off against compensation payable to Grantee the amount of such required payment.

10. TAX ADVICE . GRANTEE HEREBY ACKNOWLEDGES THAT NEITHER THE CORPORATION NOR ANY OF ITS REPRESENTATIVES (INCLUDING ANY DIRECTOR, OFFICER, EMPLOYEE OR PROFESSIONAL ADVISOR THEREOF) HAS PROVIDED TO GRANTEE ANY TAX-RELATED ADVICE WITH RESPECT TO THE MATTERS COVERED BY THIS AGREEMENT. GRANTEE UNDERSTANDS AND ACKNOWLEDGES THAT HE IS SOLELY RESPONSIBLE FOR OBTAINING HIS OWN TAX ADVICE (AT GRANTEE’S COST) WITH RESPECT TO THE MATTERS COVERED BY THIS AGREEMENT.

11. ADJUSTMENT OF SHARES . The number of Restricted Shares issued to Grantee pursuant to this Agreement shall equitably be adjusted by the Corporation’s Board in its discretion in the event of a change in the Corporation’s capital structure.

12. AMENDMENT OF AGREEMENT . This Agreement may only be amended with the written approval of Grantee and the Corporation.

13. GOVERNING LAW . This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Arizona, without regard to conflicts-of-laws principles that would require the application of any other law.

14. SEVERABILITY . If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or under any applicable law, the parties hereto shall negotiate an equitable adjustment to the provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose and intent of this Agreement, and in any event, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

15. ENTIRE AGREEMENT . This Agreement constitutes the entire, final, and complete agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements, promises, understandings, negotiations, representations, and commitments, both written and oral, between the parties hereto with respect to the subject matter hereof. Neither party hereto shall be bound by or liable for any statement, representation, promise, inducement, commitment, or understanding of any kind whatsoever not expressly set forth in this Agreement.

[Signatures appear on the following page]

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized representative and Grantee has signed this Agreement, in each case as of the day and year first written above.

	CORPORATION:

	WEED, Inc., a Nevada corporation


	By:
		Authorized Signatory


	Print Name


	GRANTEE:

EXHIBIT 10.14

WEED, INC.

NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTIONS

This Non-Qualified Stock Option Agreement consists of this Notice of Grant of Non-Qualified Stock Options (the “ Grant Notice ”) and the Non-Qualified Stock Option Award Agreement (“ Agreement ”) immediately following. The Non-Qualified Stock Option Agreement sets forth the specific terms and conditions governing this grant of Non-Qualified Stock Options. Capitalized terms used in this Grant Notice but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement immediately following.

Name of Optionee:

Total No. of shares of Stock subject to the Option:

Grant Date:

Expiration Date:	The tenth anniversary of the Grant Date.

Exercise Price:	$ , which shall not be less than the Fair Market Value of one share of Stock on the Grant Date.

Vesting Schedule:	The Option shall vest in accordance with the following schedule: (i) on the six month anniversary of the Date of Grant, 33 1/3%; (ii) on the first anniversary of the Date of Grant, 33 1/3%; and (iii) on the second anniversary of the Date of Grant, the final 33 1/3%. Notwithstanding anything in this Grant Notice and Agreement to the contrary, 100% of the shares of Stock subject to the Option shall vest upon the earliest to occur of the following events: (i) a “Change of Control” as defined in Section 7 of the Agreement; (ii) termination of your employment by the Corporation without “Cause” or by you without “Good Reason” as defined in the Agreement; (iii) your death; (iv) your “Disability” as defined in the Agreement; or (v) an initial public offering pursuant to a registration filed with, and declared effective, by the Securities and Exchange Commission pursuant to the Securities Act that results in the Corporation’s Stock begin listed on a national exchange.

BY EXECUTING THIS NON-QUALIFIED STOCK OPTION AGREEMENT, THE OPTIONEE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE PROVISIONS OF THIS GRANT NOTICE AND THE AGREEMENT, AND AGREES THAT THIS GRANT NOTICE AND AGREEMENT SHALL GOVERN THE TERMS AND CONDITIONS OF THIS AWARD.

IN WITNESS WHEREOF , the Corporation and Optionee have duly executed this Non-Qualified Stock Option Agreement, and this Non-Qualified Stock Option Agreement shall be effective as of the Grant Date set forth above.

WEED, INC.

By:__________________________________

Print Name: ___________________________

Its: _________________________________

OPTIONEE

___________________________________

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

This Non-Qualified Stock Option Award Agreement (“ Agreement ”) is between WEED, Inc., a Nevada corporation (“ Corporation ”) and the individual (“ Optionee ”) identified in the Notice of Grant of Non-Qualified Stock Options (“ Grant Notice ”), and is effective as of the grant date referenced in the Grant Notice (“ Grant Date ”). This Agreement supplements the Grant Notice to which it is attached, and, together, with the Grant Notice, constitutes the “Non-Qualified Stock Option Agreement” referenced in the Grant Notice.

RECITALS

A. The Corporation recognizes that Optionee’s services are uniquely valuable to the Corporation.

B. In recognition of such services, the Corporation’s Board of Directors (the “ Board ”) desires to approve this grant of non-qualified stock options to Optionee to provide Optionee with an incentive for outstanding performance.

C. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Optionee agree as follows:

AGREEMENT

1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Cause ” shall have the meaning ascribed to it in the Employment Agreement.

(b) “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time. All references to the Code shall be interpreted to include a reference to any applicable regulations, rulings or other official guidance promulgated pursuant to such section of the Code.

(d) “ Employment Agreement ” means the .

(e) “ Fair Market Value ” means the closing price of one share of Stock on the trading date immediately preceding the Grant Date as reported on the OTCMKTS or such other exchange on which the Stock is then traded (or if no such price was reported on such date, the closing price of the Stock on the last trading day before the Grant Date on which such closing price was reported).

(f) “ Good Reason ” shall have the meaning ascribed to it in the Employment Agreement.

(g) “ Stock ” means the common stock of the Corporation, $0.001 par value per share.

2. Grant of Option . Subject to the terms of this Agreement, the Corporation grants to Optionee the right and option to purchase from the Corporation all or any part of the aggregate number of shares of Stock specified in the Grant Notice (“ Option ”). The Option granted under this Agreement is not intended to be an “Incentive Stock Option” under Section 422 of the Code.

3. Exercise Price . The exercise price under this Agreement is the exercise price per share of Stock specified in the Grant Notice, as determined by the Board, which shall not be less than the Fair Market Value of a share of Stock on the Grant Date.

4. Vesting of Option . Subject to Optionee’s continued service and as otherwise provided in the Grant Notice, the Option shall vest and become exercisable according to the vesting schedule set forth in the Grant Notice.

5. Exercise of Option . This Option may be exercised in whole or in part at any time after it vests in accordance with Section 4 and before the Option expires by delivery of a written notice of exercise (under Section 6 below) and payment of the exercise price. The exercise price may be paid including, but not limited to, a cashless exercise, in cash or such other method permitted by the Board and communicated to Optionee before the date Optionee exercises the Option.

6. Method of Exercising Option . Subject to the terms of this Agreement, the Option may be exercised by timely delivery to the Corporation of written notice, which notice shall be effective on the date received by the Corporation. The notice shall state Optionee’s election to exercise the Option and the number of underlying shares in respect of which an election to exercise has been made. Such notice shall be signed by Optionee, or if the Option is exercised by a person or persons other than Optionee because of Optionee’s death or Disability, such notice must be signed by such other person or persons and shall be accompanied by proof acceptable to the Corporation of the legal right of such person or persons to exercise the Option.

7. Change of Control . Notwithstanding any other provisions of this Agreement, any unvested portion of the Option shall fully vest if Optionee is actively employed by the Corporation (or actively providing services as a member of the Corporation’s Board of Directors) on the date of the closing of a transaction that results in a Change of Control. For purposes of this Agreement, “ Change of Control ” means: (i) any reorganization, consolidation or merger of the Corporation (except one in which the holders of capital stock of the Corporation immediately prior to such merger or consolidation continue to hold at least a majority of the voting power of the capital stock of the surviving corporation) or any other transaction pursuant to which any person or entity acquires at least a majority of the outstanding voting stock of the Corporation or the entity surviving such transaction; or (ii) any disposition of all or substantially all of the assets of the Corporation. Notwithstanding anything in this Agreement to the contrary, if the Corporation concludes, in the exercise of its discretion, that the Option is subject to Section 409A of the Code, then a transaction will not be considered a “Change of Control” for purposes of this Agreement unless the Change of Control constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

8. Automatic Exercise of the Option . If the Option vests pursuant to Section 7 above, then upon or immediately prior to the Change of Control, without any action on the part of Optionee, the Option shall be canceled in exchange for a cash payment equal to (i) the number of shares of Stock subject to the Option multiplied by (ii) the amount by which the per share cash consideration payable to the Corporation in connection with the Change of Control exceeds the per share exercise price of the Option. Any such payment shall be made within thirty (30) days following the closing of the transaction that results in the Change of Control.

9. Term of Option . The Option granted under this Agreement expires, unless sooner terminated, ten (10) years from the Grant Date, through and including the normal close of business of the Corporation on the tenth (10 th ) anniversary of the Grant Date (the “ Expiration Date ”).

10. Termination of Service .

(a) If Optionee’s service is terminated by the Corporation without Cause, or by Optionee with Good Reason, the Option shall be fully vested and shall not lapse (to the extent not exercised) until the Expiration Date. The Option may be exercised pursuant to this Section 10(a) only if the Option was exercisable by Optionee immediately prior to Optionee’s termination of service. In no event shall the Option be exercisable after the Expiration Date.

(b) If Optionee’s service is terminated for any reason other than those described in Section 10(a) , the Option shall lapse (to the extent not exercised) on the earlier of: (i) the Expiration Date; or (ii) six (6) months after the date Optionee’s service is terminated; provided, that , if Optionee’s service is terminated for Cause, the Option shall immediately lapse which means that the Option shall not be exercisable by Optionee regardless of whether the Option is already vested. The Option may be exercised pursuant to this Section 10(b) only if the Option was exercisable by Optionee immediately prior to his termination of service. In no event shall the Option be exercisable after the Expiration Date.

11. Death or Disability . Upon Optionee’s death or Disability, the Option shall be fully vested and shall not lapse (to the extent not exercised) until the Expiration Date. Upon Optionee’s death, the Option may be exercised by the Optionee’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by the person designated to exercise the Option upon the Optionee’s death.

12. IPO . The Option shall be fully vested in connection with upon the closing of an initial public stock offering of the Company's common stock, the result of which is that the Company's common stock is traded on a national securities exchange, or through the NASD's National Market System.

13. Withholding; Tax Advice . The Corporation shall have the power to withhold, or require Optionee to remit to the Corporation, the amount necessary to satisfy federal, state, and local withholding tax requirements with respect to the exercise of the Option. To the extent that alternative methods of withholding are available under applicable tax laws, the Corporation shall have the power to choose among such methods. To the extent permissible under applicable tax, securities, and other laws, the Corporation may, in its sole discretion, permit Optionee to satisfy a tax withholding requirement by: (a) using already owned shares of Stock that have been held by Optionee for at least six (6) months or longer (which holding period may be waived by the Corporation); (b) a broker-assisted “cashless” transaction; (c) directing the Corporation to apply shares of Stock to which Optionee is otherwise entitled to satisfy the required withholding amount; or (d) personal check or other cash equivalent acceptable to the Corporation. The Optionee hereby acknowledges that neither the Corporation nor any of its representatives has provided to Optionee any tax-related advice with respect to the matters covered by this Agreement. The Optionee understands and acknowledges that Optionee is solely responsible for obtaining his own tax advice with respect to the matters covered by this Agreement.

14. Nontransferability of Options . The Options granted by this Agreement shall not be transferable by Optionee or any other person claiming through Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as permitted by the Board.

15. No Right to Continued Service . This Agreement shall not be construed to confer upon Optionee any right to continue service with the Corporation and shall not limit the right of the Corporation, in its sole and absolute discretion, to terminate Optionee’s service at any time.

16. Administration . This Agreement shall at all times be administered by the Board. The Board shall have the sole and complete discretion with respect to all matters under this Agreement and decisions of the Board with respect thereto and to this Agreement shall be final and binding upon Optionee and the Corporation.

17. Adjustments . Notwithstanding anything in this Agreement to the contrary, in the event of any stock splits, reverse stock splits, stock dividends, consolidations, recapitalizations, reorganizations or other changes in the Corporation’s capital structure, the Board shall make an equitable proportionate adjustment in the number of shares of Stock subject to the Option, as appropriate, to prevent the dilution or enlargement of Optionee’s rights under this Agreement.

18. Compliance with Applicable Laws . The Corporation shall not be required to deliver any shares of Stock pursuant to the exercise of the Option if, in the opinion of counsel for the Corporation, such issuance would violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable federal or state securities laws, regulations, or rules of the exchange or quotation system on which the shares of Stock are listed. Notwithstanding anything herein to the contrary, the Corporation shall not be required to issue or deliver any certificates evidencing shares of Stock, make any book entry credits, or take any other action to evidence the ownership of shares of Stock pursuant to the exercise or settlement of the Option, unless and until the Corporation has determined, with advice of counsel, that the issuance and delivery of such certificates, book entry credits, or other evidence of ownership, is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange or quotation system on which the shares of Stock are listed, quoted or traded. All Stock certificates, book entry credits, or other evidence of ownership delivered pursuant to this Agreement are subject to any stop-transfer orders and other restrictions as the Corporation deems necessary or advisable to comply with applicable law and the rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Corporation may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Corporation may require that Optionee make such reasonable covenants, agreements, and representations as the Corporation, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

19. No Shareholders Rights . The Optionee will have no voting rights or any other rights as a shareholder of the Corporation with respect to the Option until Optionee has become the holder of record of such shares of Stock underlying the Option.

20. Governing Law . This Agreement shall be interpreted and administered under the laws of the State of Arizona.

21. Amendment . This Agreement may only be amended with the written approval of Optionee and the Corporation, provided, that, to the extent any modification, alteration or amendment is made pursuant to the adjustment provisions of Section 17 , or is necessary to comply with any provision of applicable law, rule or regulation, or to secure favorable tax treatment for Optionee or the Corporation, the Corporation may act unilaterally to modify, alter or amend the Agreement. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by a representative of the Board.

22. Entire Agreement; Severability . This Agreement constitutes the entire, final, and complete agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, promises, understandings, negotiations, representations, and commitments, both written and oral, between the parties hereto with respect to the subject matter hereof. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or under any applicable law, the parties hereto shall negotiate an equitable adjustment to the provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose and intent of this Agreement, and in any event, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

EXHIBIT 10.15

WAGE SETTLEMENT AND RELEASE AGREEMENT

This Wage Settlement and Release Agreement (“ Agreement ”) is made and executed to be effective as of February 1, 2018 (“ Effective Date ”), by and among WEED, INC., a Nevada corporation (“ Company ”), and RYAN BREEN (“ Mr. Breen ”). The Company and Mr. Breen are sometimes referred to herein individually as a “ Party ” or collectively as the “ Parties .”

R E C I T A L S

A. The Company and Mr. Breen were parties to an Executive Employment Agreement dated as of October 1, 2016 (“ Employment Agreement ”).

B. Mr. Breen resigned from his position in the Company on January 23rd, 2018 and the Company accepted his resignation on the same date (“ Resignation Date ”) and each of the Company and Mr. Breen accepted the Resignation Date as the termination date of the Employment Agreement.

C. Pursuant to the terms and conditions herein, Mr. Breen wishes to release the Company of all consideration that Mr. Breen may be entitled to under the Employment Agreement as of the Resignation Date, including but not limited to, stock consideration set out in Section 4 of the Employment Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Recitals . The Parties accept the foregoing recitals as stated above and hereby incorporate them as representations and terms into this Agreement.

2. Settlement and Resolution of Wage Claims . In full and final satisfaction of the release of all claims relating to wages owing by the Company to Mr. Breen pursuant to the Employment Agreement, the Company shall pay to Mr. Breen the sum of Five Thousand Dollars ($5000.00 US) (“ Settlement Amount ”) subject to required federal, state and local income deductions. The Settlement Amount shall constitute the full and final settlement of any and all claims for consideration owed to Mr. Breen under the Employment Agreement.

3. Enforcement of Agreement . It is expressly agreed and understood by the Parties hereto that neither the releases nor any other provisions of this Agreement are intended to release the Parties from the obligations contained herein, and each Party to this Agreement hereby expressly reserves any claims arising solely out of the obligations created by this Agreement

4. Consultation with Counsel . Mr. Breen acknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing concerning the terms and conditions of this Agreement, and that the Company has not made any representations or warranties to Mr. Breen concerning the terms and conditions of this Agreement.

5. Non-Disclosure . Mr. Breen agrees that he will not disclose the terms of this Agreement to anyone other than disclosing such information to his spouse, attorney(s), and/or professional tax and/or financial advisors, or pursuant to court order or subpoena or as otherwise required by law. Should Mr. Breen disclose information about this Agreement to the foregoing individuals and/or entities, he shall advise such person(s) that they must maintain the strict confidentiality of such information and must not disclose it unless otherwise required by law.

6. Notice . Any notice made under this Agreement shall be sent as follows:

Notice to the Company shall be sent to:

WEED, Inc.

One South Church Ave, 12 th Floor

Tucson, Arizona 85701

Attn: Glenn E. Martin, President and CEO

Notice to Mr. Breen shall be sent to:

Ryan Breen

4920 N. Post Trail

Tucson, AZ 85750

7. Miscellaneous . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. This Agreement may not be amended, waived, modified, discharged or terminated except in writing signed by all of the Parties. This Agreement shall be governed by and construed under the laws of the State of Arizona, without reference to principles of conflict of laws or choice of laws. This Agreement, together with the other agreements specifically referenced herein, constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the Parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement. Nothing in this Agreement modifies the current employment relationship between the Parties and nothing in this Agreement is an express or implied promise of continued employment. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement. The execution of this Agreement and any agreement or instrument entered into in connection with this Agreement, and any proper amendment hereto or thereto, may be evidenced by way of a facsimile or portable document format (.pdf) transmission of such Party’s signature, or a photocopy of such facsimile or portable document format (.pdf) transmission, and such facsimile or portable document format (.pdf) signature shall be deemed to constitute the original signature of such Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Wage Settlement and Release Agreement to be effective as of the date first set forth above.

	COMPANY :

	WEED, INC., a Nevada corporation


	By:
	Name: Glenn E. Martin
	Its: President and CEO



	MR. BREEN :



	Ryan Breen

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 for the period ending December 31, 2016 and 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

February 1, 2018

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 November 16, 2017 of Sangre AT, LLC relating to the audit of the financial statements for the period from inception through December 31, 2016 and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

February 1, 2018