BUDZ 10-Q Quarterly Report March 31, 2019 | Alphaminr
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BUDZ 10-Q Quarter ended March 31, 2019

Balance Sheet
Cash Flow
Income Statement
WEED, INC.
10-Q 1 weed_10q-17693.htm WEED, INC. 10-Q Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number: 333-219922
WEED, INC.

(Exact name of registrant as specified in its charter)
Nevada
83-0452269
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)


4920 N. Post Trail
Tucson, AZ
85750
(Address of principal executive offices)
(Zip Code)
(520) 818-8582

Registrant’s telephone number, including area code

(Former address, if changed since last report)

(Former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ .
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 16, 2019, there were 107,485,685 shares of common stock, $0.00001 par value, issued and outstanding .
2
WEED, INC.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
4
ITEM 1
Condensed Consolidated Financial Statements
5
ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
31
ITEM 4
Controls and Procedures
31
PART II – OTHER INFORMATION
32
ITEM 1
Legal Proceedings
32
ITEM 1A
Risk Factors
33
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
33
ITEM 3
Defaults Upon Senior Securities
34
ITEM 4
Mine Safety Disclosures
34
ITEM 5
Other Information
34
ITEM 6
Exhibits
36
3
PART I– FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
4
ITEM 1                      Condensed Consolidated Financial Statements
The balance sheets as of March 31, 2019 and December 31, 2018, the statements of operations for the three months ended March 31, 2019 and 2018, and statements of cash flows for the three months ending March 31, 2019 and 2018, follow. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.
WEED, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2019
TABLE OF CONTENTS
Page No.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
6
Condensed Consolidated Statements of Operations
7
Condensed Consolidated Statements of Equity
8
Condensed Consolidated Statements of Cash Flows
9

Notes to Consolidated Financial Statements
10 - 24
5
WEED, INC.
CONSOLIDATED BALANCE SHEETS
March 31,
December 31,
2019
2018
ASSETS
(unaudited)
CURRENT ASSETS:
Cash
$ 84,543
$ 70,608
Accounts Receivable
399
21
Prepaid expenses
70,556
71,290
Deposits
100,000
350,020
TOTAL CURRENT ASSETS
255,498
491,939
Land
136,400
136,400
Building
1,887,802
1,887,802
Computers & Equipment
573,376
570,397
Vehicle
105,132
105,132
Leasehold improvements
5,000
5,000
2,571,310
2,568,331
Less: Accumulated depreciation
(264,208 )
(224,198 )
Property and equipment, net
2,307,102
2,344,133
Trademark
50,000
50,000
Less: Accumulated amortization
(2,133 )
(1,483 )
Trademark, net
47,867
48,517
TOTAL ASSETS
$ 2,746,867
$ 3,020,989
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
$ 261,941
$ 240,459
Accrued officer compensation
8,000
0
Accrued interest
7,152
6,903
Notes payable, related parties
12,000
12,000
Notes payable
-
0
TOTAL CURRENT LIABILITIES
289,093
259,362
TOTAL LIABILITIES
289,093
259,362
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 200,000,000 authorized,
106,410,685 and 105,950,685 issued and outstanding, respectively
106,411
105,951
Unamortized Stock Based Compensation
(78,750 )
(200,400 )
Additional paid-in capital
61,456,633
50,896,121
Subscription payable
506,250
356,250
Accumulated deficit
(59,532,770 )
(48,396,295 )
TOTAL STOCKHOLDERS' EQUITY
2,457,774
2,761,627
TOTAL LIABILITIES & STOCKERHOLDERS' EQUITY
$ 2,746,867
$ 3,020,989
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
WEED, INC.
COSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
For the Three Months
Ended March 31,
2019
2018
REVENUE
$ -
$ -
OPERATING EXPENSES
General and administrative expenses
185,760
371,977
Professional fees
10,909,326
3,961,759
Depreciation & amortization
40,660
41,158
Total operating expenses
11,135,746
4,374,894
NET OPERATING LOSS
(11,135,746 )
(4,374,894 )
OTHER INCOME (EXPENSE)
Interest income
0
9,338
Interest expense
(249 )
(2,659 )
Other income
1,000
-
Loss on extinguishment of debt
0
(1,064,719 )
Other expense
(1,480 )
(2,756 )
TOTAL OTHER EXPENSE, NET
(729 )
(1,060,796 )
NET LOSS
$ (11,136,475 )
$ (5,435,690 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
Outstanding - basic and fully diluted
106,169,574
101,351,403
Net loss per share - basic and fully diluted
$ (0.10 )
$ (0.05 )
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
WEED, INC.
COSOLIDATED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

Common Stock
Additional
Unamortized
Stock
Total
Paid-In
Subscriptions
Based
Accumulated
Stockholders'
Shares
Amount
Capital
Payable
Compensation
Deficit
Equity
Balance, December 31, 2018
105,950,685
105,951
50,896,121
356,250
(200,400 )
(48,396,295 )
2,761,627
Common stock sold for cash
250,000
250
199,750
150,000
-
350,000
Common stock returned
(200,000 )
(200 )
200
-
Common stock issued for services
410,000
410
679,990
121,650
-
802,050
-
Vesting of employee stock options
-
-
9,680,572
-
-
9,680,572
Net loss
-
-
-
-
(11,136,475 )
(11,136,475 )
Balance, March 31, 2019
$ 106,410,685
$ 106,411
$ 61,456,633
$ 506,250
(78,750 )
$ (59,532,770 )
2,457,774
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
WEED, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three
Months Ended
2019
2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ (11,136,475 )
$ (5,435,690 )
Adjustments to reconcile net loss
used in operating activities:
Depreciation and amortization
40,660
41,158
Estimated fair value of stock based compensation
9,680,572
3,653,839
Estimated fair value of shares issued for services
802,050
-
Loss on debt extinguishment
-
1,064,719
Decrease (increase) in assets
Accounts Receivable
(378 )
-
Prepaid expenses and other assets
250,754
(209,469 )
Increase (decrease) in liabilities
Accounts Payable
21,482
(4,330 )
Accrued expenses
8,249
(102,235 )
NET CASH USED IN OPERATING ACTIVITIES
(333,086 )
(992,008 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment
(2,979 )
(340,653 )
NET CASH USED IN INVESTING ACTIVITIES
(2,979 )
(340,653 )
CASH FLOWS FROM FINANCING ACTIVITIES
Stock payable
150,000
-
Proceeds from notes payable
-
7,000
Repayments on notes payable, related party
-
(103,606 )
Proceeds from the sale of common stock
200,000
1,373,550
NET CASH PROVIDED BY FINANCING ACTIVITIES
350,000
1,276,944
NET CHANGE IN CASH
13,935
(55,717 )
CASH, BEGINNING OF PERIOD
70,608
161,178
CASH, END OF PERIOD
$ 84,543
$ 105,461
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year ended December 31:
Income taxes
$ -
$ -
Interest paid
$ -
$ -
Non-cash investing and financing activities:
Mortgage issued for acquisition of land and property
-
1,040,662
Shares issued from subscription payable
-
200,770
Extinguishment of notes payable and accrued interest
-
385,281
Value of fixed assets acquired for stock
$ -
$ 0
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
WEED, Inc. (the “Company”), (formerly United Mines, Inc.) was incorporated under the laws of the State of Arizona on August 20, 1999 (“Inception Date”) as Plae, Inc. to engage in the exploration of gold and silver mining properties. On November 26, 2014, the Company was renamed from United Mines, Inc. to WEED, Inc. and was repurposed to pursue a business involving the purchase of land, and building Commercial Grade “Cultivation Centers” to consult, assist, manage & lease to Licensed Dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana sector. The Company’s plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market. The Company, under United Mines, was formerly in the process of acquiring mineral properties or claims located in the State of Arizona, USA. The name was previously changed on February 18, 2005 to King Mines, Inc. and then subsequently changed to United Mines, Inc. on March 30, 2005. The Company trades on the OTC Pink Sheets under the stock symbol: BUDZ.
On April 20, 2017, the Company acquired Sangre AT, LLC, a Wyoming company doing business as Sangre AgroTech. (“Sangre”). Sangre is a plant genomic research and breeding company comprised of top-echelon scientists with extensive expertise in genomic sequencing, genetics-based breeding, plant tissue culture, and plant biochemistry, utilizing the most advanced sequencing and analytical technologies and proprietary bioinformatics data systems available. Sangre is working on a cannabis genomic study to complete a global genomic classification of the cannabis plant genus.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
The Company has a calendar year end for reporting purposes.
Basis of Presentation:
The accompanying condensed consolidated balance sheet at December 31, 2018, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of March 31, 2019 and 2018 ( the “financial statements”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Registration Statement on Form S-1 for the year ended December 31, 2018 (the “2018 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three ended March 31, 2019, are not necessarily indicative of the results of operations expected for the year ending December 31, 2019.
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.
10
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.
Impairment of Long-Lived Assets
Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.
Basic and Diluted Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Stock-Based Compensation
Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.
Revenue Recognition
On January 1, 2018, the Company adopted the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the Company’s has no historical revenue. The impact of the adoption of the new standard was not material to the Company’s condensed consolidated financial statements for the three ended March 31, 2019. The Company expects the impact to be immaterial on an ongoing basis.
The primary change under the new guidance is the requirement to report the allowance for uncollectible accounts as a reduction in net revenue as opposed to bad debt expense, a component of operating expenses. The adoption of this guidance did not have an impact on our condensed consolidated financial statements, other than additional financial statement disclosures. The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The Company operates as one reportable segment.
Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced.
Advertising and Promotion
All costs associated with advertising and promoting products are expensed as incurred. These expenses were $1,247 and $602 for the three months ended March 31, 2019 and 2018, respectively.
11
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes nearly all existing revenue recognition guidance, including industry-specific guidance. Subsequent to the issuance of ASU No. 2014-09, the FASB clarified the guidance through several Accounting Standards Updates; hereinafter the collection of revenue guidance is referred to as “Topic 606.” Topic 606 is based on the principle that an entity should recognize revenue to depict the transfer of 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. Topic 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The Company adopted Topic 606 on January 1, 2018 using the modified retrospective transition method; accordingly, Topic 606 has been applied to the fiscal 2018 financial statements and disclosures going forward, but the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of Topic 606 to be immaterial to our operating results on an ongoing basis.
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. We plan to adopt the standard on January 1, 2019. We are currently assessing the impact that the new standard will have on our consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities.
The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. As of March 31, 2019, the adoption of the standard had no impact on the Company, as there were no leases in place longer than 12 months.
In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting . This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this ASU will become effective for us beginning January 1, 2019, and early adoption is permitted. We do not anticipate that this ASU will have a material effect on our consolidated 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 $59,532,770 and had limited working capital at March 31, 2019. 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.
As of December 31, 2018, the non-refundable deposit amount of $110,000 for the property located in Westfield, New York was recorded as a loss on deposit due to the uncertainty of the acquisition. As of March 31, 2019, the refundable deposit amount of $350,000 related to the purchase of the Sugar Hill golf course property was returned by the Law Office of Biltekoff.
12
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 3 – Related Party
Notes Payable
From time to time, the Company has received short term loans from officers and directors as disclosed in Note 8 below. The Company has a total of $12,000 and $12,000 of note payable on the consolidated balance sheet as of March 31, 2019 and December 31, 2018, respectively.
Services
Nicole M. Breen receives $1,500 a week in cash compensation for her services rendered to the Company.
Glenn E. Martin receives $8,000 a month in cash compensation for his services rendered to the Company.
Capital Contributions
The Company imputed interest on non-interest bearing, related party loans, resulting in a total of $0 and $0 of contributed capital during the three months ended March 31, 2019 and 2018, 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.
Common Stock
On August 1, 2017, the Company granted 150,000 shares of common stock to Mary Williams, a principal of Sangre AT, LLC, for services performed. The fair value of the common stock was $154,500 based on the closing price of the Company’s common stock on the date of grant.
On January 7, 2017, the Company granted 50,000 shares of common stock to Pat Williams. PhD, a principal of Sangre AT, LLC, 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.
A total of $8,000 and $0 of officer compensation was unpaid and outstanding at March 31, 2019 and 2018, respectively.
Stock Options Issued for Services – related party (2019)
On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options were valued at $45,987,970 using the Black-Scholes option pricing model. The Company recognized expense of approximately, $9,680,572 relating to these options during the three months ended March 31, 2019.
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.
13
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 4 – Fair Value of Financial Instruments (continued)
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2019 and December 31, 2018, respectively:
Fair Value Measurements at December 31, 2018
Level 1
Level 2
Level 3
Assets
Cash
$ 70,608
$ -
$ -
Total assets
$ 70,608
$ -
$ -
Liabilities
Notes payable, related parties
$ -
12,,000
$ -
Total liabilities
$ -
$ 12,000
$ -
$ 70,608
$ 12,000
$ -
Fair Value Measurements at March 31, 2019
Level 1
Level 2
Level 3
Assets
Cash
$ 84,543
$ -
$ -
Total assets
$ 84,543
$ -
$ -
Liabilities
Notes payable, related parties
$ -
12,000
$ -
Total liabilities
$ -
$ 12,000
$ -
$ 84,543
$ 12,000
$ -
14
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 4 – Fair Value of Financial Instruments (continued)
The fair values of our related party debts are deemed to approximate book value and are considered Level 2 inputs as defined by ASC Topic 820-10-35.
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31, 2019 and the year ended December 31, 2017.
Note 5 – 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. Under the terms of the purchase agreement, the Company 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 original purchase agreement, the Company was 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, 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, under which both parties agreed to amend the purchase and the promissory note to allow the Company to pay off the note in full if it 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, the Company 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 was deemed paid-in-full and fully satisfied and the Company owned the property without encumbrances as of that date. The Company recorded a loss on extinguishment of debt of approximately $1,065,000 based on the fair value of the consideration paid and the carrying value of the note payable on the settlement date. 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
44,640
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.
15
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 5 – Investment in Land and Property (Continued)
(2) Purchaser’s shares of closing costs, including the seller’s prepaid property taxes.
(3) As noted above, the note was settled with a payment of $100,000 and the issuance of 125,000 shares of common stock.
In January 2018, the Company closed on the purchase of property, consisting of a condominium in La Veta, Colorado to house Company personnel and consultants for total consideration approximating $140,000, which was paid in cash at the time of closing. The home has 3 bedrooms and 2.5 baths. Sangre took immediate possession of the property. La Veta, Colorado is a small town and rental or short-term housing is very difficult to obtain. The Compa ny personnel and consultants are no longer residing at the property, and it is currently vacant.
In February 2018, the Company closed on the purchase of property, consisting of a home in La Veta, Colorado to house Company personnel and consultants for total consideration approximating $1,200,000. The home has 5 Bedrooms and 3 Baths. Under the terms of the purchase agreement, the Company paid $150,000 down, entered into a note payable in the amount of approximately $1,041,000 (see Note 8). The Company secured a below-market interest rate of 1.81% based on the short-term nature of the term (due on August 15, 2018). Sangre took immediate possession of the property. La Veta, Colorado is a small town and rental or short-term housing is very difficult to obtain. The Company personnel and consultants are no longer residing at the property, and it is currently vacant. On October 10, 2018, a payment of $750,000 was made to Craig W. Clark to pay off the note payable, and a loan discount of $125,475 was given to the Company which was recorded as a gain.
A settlement payment of $155,000 was received from an insurance company related to a fire near one of our properties in La Veta, Colorado.
Note 6 – Property and Equipment
Property and equipment consist of the following at March 31, 2019 and December 31, 2018, respectively:
March 31,
December 31,
2019
2018
Property improvements
$ 5,000
$ 5,000
Automobiles
105,132
105,132
Office equipment
4,933
4,933
Furniture & Fixtures
2,979
0
Lab equipment
65,769
65,769
Construction in progress (2)
499,695
499,695
Property (1)
1,887,802
1,887,802
Property and equipment, gross
2,571,310
2,568,331
Less accumulated depreciation
(264,208 )
(224,198 )
Property and equipment, net
$ 2,307,102
2,344,133
(1)
In 2018, the Company purchased two properties in La Veta, Colorado. The property located on 169 Valley Vista was purchased for $140,000, and the property located on 1390 Mountain Valley Road was purchased for $1,200,000 (see Note 8).
(2)
HVAC/furnace system and research facility center are under construction.
Depreciation and amortization expense totaled $40,660 and $41,158 for the three months ended March 31, 2019 and 2018, respectively.
Note 7 – Intangible Assets
In accordance with FASB ASC 350, “Intangibles-Goodwill and Other”, the Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The US and Europe trademarks were acquired for $40,000 and $10,000, respectively, during the year ended December 31, 2018. Trademarks are initially measured based on their fair value and amortized by 10 and 25 years.
Amortization expense totaled $650 and $0 for the three months ended March 31, 2019 and 2018, respectively.
16
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 7 – Notes Payable, Related Parties
Notes payable, related parties consist of the following at March 31, 2019 and December 31, 2018, respectively:
March 31,2019
December 31,2018
On various dates, the Company received advances from the Company’s CEO, Glenn Martin. Mr. Martin owns approximately 56.2% of the Company’s common stock at March 31, 2018. Over various dates in 2017, the Company received a total of $9,000 of advances from Mr. Martin, and they were repaid by July 3, 2017. On January 19, 2018, the Company received an unsecured loan, bearing interest at 2%, in the amount of $25,000 from Mr. Martin, and the loan was paid off in full on February 2, 2018. The Company also repaid an advance of $7,000 on July 6, 2018 received from Mr. Martin on January 16, 2018.The unsecured non-interest-bearing loans were due on demand. A detailed list of advances and repayments follows:
$ -
$ -
On December 29, 2017, the Company received an unsecured loan, bearing interest at 2% in the amount of $37,000, due on demand from Dr. Pat Williams, PhD. The amount outstanding was $0 during the periods ended March 31, 2019 and December 31, 2018. Mr. Williams is a founding member and principal of our wholly-owned subsidiary, Sangre AT, LLC
-
-
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 March 31, 2019 and December 31, 2018. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest-bearing nature of the loan and the materiality of the debt at the time of origination.
2,000
2,000
Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended March 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination.
10,000
10,000
Notes payable, related parties
$ 12,000
$ 12,000
The Company recorded interest expense in the amount of $249 and $193 for the three months ended March 31, 2019 and 2018, respectively, including imputed interest expense in the amount of $249 and $151 during such periods related to notes payable, related parties.
17
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 8 – Notes Payable
Note payable consist of the following at March 31, 2019 and December 31, 2018, respectively:
March 31, 2019
December 31, 2018
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. During the three months ended March 31, 2018, the Company issued 125,000 shares of common stock, valued at $1,450,000 based on the closing price on the measurement date. Accordingly, the Company recorded a loss on extinguishment of $1,064,719.
$ -
$ -
On February 16, 2018, the Company issued a $1,040,662 note payable, bearing interest at 1.81% per annum (the low interest rate was due to the short-term nature of the note – six months. See Note 6), to Craig and Carol Clark (“Clark Note”) pursuant to the purchase of land and property in La Veta, Colorado. The note is to be paid in consecutive monthly installments in the amount of $5,000, including accrued interest commencing on March 15, 2018 and continuing through August 15, 2018. The note carries a late fee of 3% in the event any installment payment is more than 10 days late, and upon default the interest rate shall increase to 10% per annum. As of September 12, 2018, a total of $171,300 was paid to the note holder. On October 9, 2018, the Company entered into a settlement agreement with the note holder to pay the settlement payment of $750,000. The Company had already paid $650,000 by September 27, 2018 and made the remaining payment of $100,000 on October 10, 2018. The Company recorded a gain on extinguishment of $121,475.
-
-
$ -
$ -
The Company recognized interest expense of $0 and $2,200 related to the note payables for the three months ended March 31, 2019 and 2018, respectively.
18
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 9 – Commitments and Contingencies
On November 8, 2016, the Company entered into an agreement with Gregory DiPaolo’s Pro Am Golf, LLC to acquire improved property located in Westfield, New York. The total purchase price of $1,600,000 is to be paid with a deposit of 50,000 shares of common stock, followed by cash of $1,250,000 and 300,000 shares of the Company’s common stock to be delivered at closing. The deposit of 50,000 shares issued as a deposit was $42,500 based on the closing price of the Company’s common stock on the date of grant. Subsequently, we entered into an amended Purchase and Sale Agreement on October 24, 2017, under which we amended the total purchase price to Eight Hundred Thousand Dollars ($800,000) and forfeited our previous deposit of stock. Under the terms of the amended agreement, we paid an additional Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase price to be paid on or before the date closing date, which was scheduled on May 1, 2018. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We 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. Currently, there will be an open bid for the property, and there is no guarantee the Company will win the bid to complete the acquisition. As a result, the $110,000 non-refundable deposit for the property was recorded as a loss on deposit at the end of December 31, 2018.
On January 19, 2018, the Company was sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc.. , Case No. 4:18-cv-00027-RM) by the listed Plaintiff. The Company was served with the Verified Complaint on January 26, 2018. The Complaint alleges claims for breach of contract-specific performance, breach of contract-damages, breach of the covenant of good faith and fair dealing, conversion, and injunctive relief. In addition to the Verified Complaint, the Company was served with an application to show cause for a temporary restraining order. The Verified Complaint alleges the Company entered into a contract with the Plaintiff on October 1, 2014 for the Plaintiff to perform certain consulting services for the Company in exchange for 500,000 shares of its common stock up front and an additional 700,000 shares of common stock to be issued on May 31, 2015. The Plaintiff alleges he completed the requested services under the agreement and received the initial 500,000 shares of common stock, but not the additional 700,000 shares. The request for injunctive relief asks the Court to Order the Company to issue the Plaintiff 700,000 shares of its common stock, and possibly include them in its Registration Statement on Form S-1, or, in the alternative, issue the shares and have them held by the Court pending resolution of the litigation, or, alternatively, sell the shares and deposit the sale proceeds in an account that the Court will control. The hearing on the Temporary Restraining Order occurred on January 29, 2018. On January 30, 2018, the Court issued its ruling denying the application for a Temporary Restraining Order. Currently, there is no further hearing scheduled in this matter . On February 13, 2018, the Company filed an Answer to the Verified Complaint and Counterclaim. On February 15, 2018, the Company filed a Motion to Dismiss the Verified Complaint. On February 23, 2018, the Company filed a Motion to Amend Counterclaim to add W. Martin’s wife, Joanna Martin as a counterdefendant. On March 9, 2018, William Martin filed a Motion to Dismiss the Counterclaim. On March 12, 2018, William Martin filed a Motion to Amend the Verified Complaint to, among other things, add claims against Glenn Martin and Nicole and Ryan Breen. On March 27, 2018, the Court granted both William Martin and WEED, Inc.’s Motions to Amend. On March 27, 2018, the Company filed an Amended Counterclaim adding Joanna Martin. On April 2, 2018, the Company filed a Motion to Amend our Counterclaim to add a breach of contract claim. On April 10, 2018, the Company filed an Answer to First Amended Verified Complaint. On April 23, 2018, Glenn Martin and Nicole and Ryan Breen filed their Answer to the First Amended Complaint. On May 31, 2018, the Court issued an Order: (a) granting the Company’s Motion to Dismiss thereby dismissing the Plaintiff’s claims for breach of the covenant of good faith and fair dealing and the claim for conversion, (b) denying William Martin’s Motion to Dismiss the counterclaim as to the claims for fraudulent concealment and fraudulent misrepresentation, but granting the Motion to Dismiss only as to the claim for fraudulent nondisclosure, and (c) granting the Company’s Motion to Amend its Counterclaim to add a breach of contract claim. On June 1, 2018, William Martin and his wife filed their Answer to the First Amended Counterclaim. On June 1, 2018, William Martin and his wife filed their Answer to the Second Amended Counterclaim. In addition to the above pleadings and motions, the parties have exchanged disclosure statements and served and responded to written discovery. The Company denies the Plaintiff’s allegations in the Verified Complaint in their entirety and plan to vigorously defend against this lawsuit. Due to the loss not being probable, no accrual has been recorded for the 700,000 shares of common stock the Plaintiff alleges he is owed under his agreement with the Company.
Material Definitive Agreements
On May 1, 2018, the Company entered into a Fourth Addendum and Fifth Addendum to that certain Purchase and Sale Agreement between the Company and Greg DiPaolo’s Pro Am Golf, LLC, amending the “Closing Date” under the Agreement to August 1, 2018, in exchange for the Company paying $50,000 as a non-refundable deposit to be applied against the purchase price once the property sale is completed and $10,000 for maintenance, tree removal and other grounds keeping in order to prepare the golf course for the 2018 season.
On July 23, 2018, the Company entered into a Sixth Addendum, extending the “Closing Date” to November 1, 2018, in exchange for the Company paying an additional $50,000 as a non-refundable deposit to be applied against the purchase price.
On May 21, 2018, the Company entered into a Trademark Purchase Agreement with Copalix Pty Ltd., a private South African company, to acquire U.S. Trademark Registration No. 4,927,872 for the WEED TM mark, in exchange for USD$40,000.
On July 27, 2018, the Company entered into a Trademark Purchase Agreement with Copalix Pty Ltd., to acquire European Community Trademark Registration No. 11953387 for WEED Registered Mark in exchange for USD$10,000.
19
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 10 – 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.
2019 Common Stock Activity
Common Stock Sales (2019)
During the quarter ended March 31, 2019, the Company issued 250,000 shares of common stock for proceeds of $200,000. 300,000 shares valued at $150,000 were not issued at March 31, 2019 and such amount has been included in subscriptions payable.
Common Stock Issued for Services (2019)
During the three months ended March 31, 2019, the Company agreed to issue an aggregate of 410,000 shares of common stock to consultants for services performed. 400,000 shares valued at $668,000 were based on the closing price of the agreement date, and 10,000 shares valued at $12,400 were based on the closing price of the Company’s common stock earned on the measurement date.
Common Stock Cancellations
On January 31, 2019, the Company cancelled a total of 200,000 shares of common stock valued at $0 previously granted to a consultant, David Johnson, for non-performance of services. The cancellation was accounted as a repurchase for no consideration.
2018 Common Stock Activity
Common Stock Sales (2018)
During the year ended December 31, 2018, the Company issued 3,899,450 shares of common stock for proceeds of $4,798,550. In connection with certain of the share issuances, the Company issued warrants to purchase an aggregate of $1,927,500 shares of the Company’s common stock. The warrants to purchase 462,500 shares have an exercise price of $5.00 per share, exercisable on various dates through March 2019. Warrants to purchase 215,000 shares have an exercise price of $12.50 per share and are exercisable on various dates through January 2020. The warrants to purchase $1,250,000 shares have an exercise price of $6.00 per share, exercisable on various dates through June 2019. The proceeds received were allocated $3,361,832 to common stock and $1,436,718 to warrants on a relative fair value basis. On January 12, 2018, a warrant holder exercised warrants to purchase 150,000 shares of common stock at a price of $1.50 in exchange for proceeds of $225,000.
20
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 10 – Stockholders’ Equity (continued)
Common Stock Issued for Services (2018)
During the year ended December 31, 2018, the Company agreed to issue an aggregate of 915,000 shares of common stock to consultants for services performed. The total fair value of common stock was $3,042,940 based on the closing price of the Company’s common stock earned on the measurement date. Shares valued at $200,400 were issued at December 31, 2018 and services will be performed in 2019 and has been included in unamortized stock-based compensation.
Note 11 – Common Stock Warrants and Options
Common Stock Warrants Granted (2019)
No common stock warrants were granted during the three months ended March 31, 2019.
Common stock warrants granted consist of the following at March 31, 2019 and December 31, 2018, respectively:
March 31, 2019
December 31, 2018
Issuance
Warrant
Name
# of Common
Issuance
Warrant
Name
# of Common
Date
#
Stock Warrants
Date
#
Stock Warrants
1/5/2018
1029
Lex Seabre
100,000.00
Total
-
1/21/2018
1031
Roger Forsyth
100,000.00
1/23/2018
1032
Roger Forsyth
100,000.00
2/9/2018
1033
Lawrence Wesigal
15,000.00
3/19/2018
1034
Donald Steinberg
150,000.00
3/15/2018
1035
Donald Harrington
12,500.00
4/26/2018
1036
Roger Seabre
100,000.00
4/26/2018
1037
Michael Kirk Wines
100,000.00
5/7/2018
1038
Donald Steinberg
400,000.00
5/15/2018
1039
Roger Seabre
200,000.00
6/13/2018
1040
Blue Ridge Enterprises
450,000.00
6/26/2018
1041
Dianna Steinberg
200,000.00
Total
1,927,500.00
21
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 11 – Common Stock Warrants and Options (continued)
A summary of the Company’s outstanding common stock warrants is as follows as of March 31, 2019:
Issuance
Warrant
# of Common
Strike
Term
Date
#
Name
Document
Stock Warrants
Price
In Mos.
12/31/17
1,973,333
01/02/18
1009
Exercise - Edward Matkoff
Subscription Agreement
(50,000)
$ 3.00
12
01/05/18
1029
Lex Seabre
Subscription Agreement
100,000
$ 5.00
12
01/21/18
1031
Roger Forsyth
Subscription Agreement
100,000
$ 12.50
24
01/23/18
1010
Expired - Sandra Hogan
Subscription Agreement
(2,000)
$ 3.00
12
01/23/18
1032
Roger Forsyth
Subscription Agreement
100,000
$ 12.50
24
02/09/18
1033
Lawrence Wesigal
Subscription Agreement
15,000
$ 12.50
12
03/19/18
1034
Donald Steinberg
Subscription Agreement
150,000
$ 5.00
12
03/15/18
1035
Donald Harrington
Subscription Agreement
12,500
$ 5.00
12
04/20/17
1015
Expired - Lex Seabre
Subscription Agreement
(375,000)
$ 3.00
12
04/20/17
1020
Expired - Lex Seabre
Subscription Agreement
(125,000)
$ 3.00
12
04/26/18
1036
Roger Seabre
Subscription Agreement
100,000
$ 5.00
12
04/26/18
1037
Michael Kirk Wines
Subscription Agreement
100,000
$ 5.00
12
05/07/18
1038
Donald Steinberg
Subscription Agreement
400,000
$ 6.00
12
05/15/18
1039
Roger Seabre
Subscription Agreement
200,000
$ 6.00
12
06/13/18
1040
Blue Ridge Enterprises
Subscription Agreement
450,000
$ 6.00
12
06/16/17
1019
Expired - Black Mountain Equities
Debt Exchange Agreement
(70,000)
$ 3.00
12
06/26/18
1041
Dianna Steinberg
Subscription Agreement
200,000
$ 6.00
12
12/31/18
3,278,833
01/05/18
1029
Expired - Lex Seabre
Subscription Agreement
(100,000)
$ 5.00
12
02/09/18
1033
Expired - Lawrence Wesigal
Subscription Agreement
(15,000)
$ 12.50
12
03/19/18
1034
Expired - Donald Steinberg
Subscription Agreement
(150,000)
$ 5.00
12
03/15/18
1035
Expired - Donald Harrington
Subscription Agreement
(12,500)
$ 5.00
12
03/31/19
3,001,333
Common Stock Warrants Expired (2019)
A total of 277,500 warrants expired during the three months ended March 31, 2019.
Warrants Exercised (2019)
No warrants were exercised during the three months ended March 31, 2019.
2018 Common Stock Warrant Activity
Common Stock Warrants Granted (2018)
See Note 10 for details on warrants issued during the year ended December 31, 2018.
22
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 11 – Common Stock Warrants and Options (continued)
Common Stock Warrants Exercised (2018)
On January 12, 2018, a warrant holder exercised warrants to purchase 150,000 shares of common stock at a price of $1.50 in exchange for proceeds of $225,000.
Common Stock Warrants Expired (2018)
A total of 572,000 warrants expired during the year ended December 31, 2018.
Common Stock Options (2018)
On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options were valued at $45,753,000 using the Black-Scholes option pricing model. The Company recognized expense of approximately $21,201,397 relating to these options during the year ended December 31, 2018.

23
WEED, INC. AND SUBSIDIARY
(Formerly United Mines, Inc.)
Notes to Financial Statements
March 31, 2019
Note 11 – Common Stock Warrants and Options (continued)
The assumptions used in the Black-Scholes model are as follows:
For the period ended March 31, 2019
Risk-free interest rate
1.75%
Expected dividend yield
0%
Expected lives
6.0 years
Expected volatility
200%
A summary of the Company’s stock option activity and related information is as follows:
For the three months ended March 31, 2019
Number of
Average
Shares
Price
Outstanding at the beginning of period
-
$ -
Granted
6,000,000
10.55
Exercised/Expired/Cancelled
-
-
Outstanding at the end of period
6,000,000
$ 10.55
Exercisable at the end of period
1,250,000
$ 10.55
Note 12 – Subsequent Events
On April 21, 2019, the Company sold 100,000 shares of common stock in exchange for total proceeds of $50,000.
On April 22, 2019, the Company sold 200,000 shares of common stock in exchange for total proceeds of $100,000.
The Company is in the process of acquiring an exclusive license to utilize the technology from Yissum Research Development Company for a total of $1,000,000. The licensee fee is irrevocable, non-creditable, and non-refundable and will be paid in three installments with the first installment paid on February 26, 2019.
24
ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Disclaimer Regarding Forward Looking Statements
Our Management’s Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
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 move forward either independently or with strategic partners to develop medicinal products for the treatment of a multitude of human diseases.
Our current, short-term goals relate 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.
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Our long-term plan is to become a true “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development, and real estate options in this new emerging market. Our long term growth may also come from the acquisition of synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, we have formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Australia Ltd., registered as an unlisted public company in Australia, to address future global demand, however the entity has been dormant since its inception. We will look to conduct future research, marketing, import/exporting, and manufacturing of our proprietary products on an international level.
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 a property located in La Veta, Colorado in order for Sangre to complete its 5-Year, $15+ million Cannabis Genomic Study. The site includes a 10,000+ sq. ft. building that will house Sangre’s genomic research facility, a 4,000+ square foot building for plant product analytics and plant product extraction, a 3,500 sq. ft. corporate office center, and 25 RV slots with full water and electric, which we plan to convert into a series of small research pods. Under the terms of the purchase agreement, we paid $525,000 down, along with 25,000 shares of our common stock, and Sangre took immediate possession of the property. We were obligated to pay an additional $400,000 in cash and issue an additional 75,000 shares of our common stock over the two next years in order to pay the entire purchase price. To date we have spent $354,000 renovating the property and an additional $400,000 on extraction and analytical lab equipment. We plan to completethe property renovations by Q3 of 2019, at an estimated cost of $300,000. We will need additional extraction equipment and analytical lab equipment, totaling approximately $700,000. We will need to raise additional funds in order to complete the planned renovations and pay the purchase price for the equipment.
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
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generate new cultivars, accelerating and perfecting the art of selective breeding
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provide the ability to assay for specific genes within the crop, establish strain tracking, and promote market quality assurance
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improved disease, pest, and drought resistance of the Cannabis plant
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We believe the gene-based breeding program will facilitate and accelerate:
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improved therapeutic properties, i.e., increased THC/CBD concentration and the production of specific classes of oils and terpenses
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enhanced opportunities for new drug discovery
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accelerated breeding of super-cultivars: drought, pest, and mold resistant, increased %THC
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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 wasdone after incorporation until Glenn E. Martin took possession of Plae, Inc. in January 2005. On February 18, 2005, the corporate name was changed to King Mines, Inc. and then subsequently changed to its current name, United Mines, Inc., on March 30, 2005. No shares were issued until the Company became United Mines, Inc. From 2005 until 2015, we were an exploration stage mineral exploration company that owned a number of unpatented mining claims and Arizona State Land Department claims.
On November 26, 2014, our Board of Directors approved the redomestication of our company from Arizona to Nevada (the “Articles of Domestication”), and approved Articles of Incorporation in Nevada, which differed from then-Articles of Incorporation in Arizona, primarily by (a) changing our name from United Mines, Inc. to WEED, Inc., (b) authorizing Twenty Million (20,000,000) shares of preferred stock, with blank check rights granted to our Board of Directors, and (c) authorizing Two Hundred Million (200,000,000) shares of common stock (the “Nevada Articles of Incorporation”). On December 19, 2014, the holders of a majority of our outstanding common stock approved the Articles of Domestication and the Nevada Articles of Incorporation at a Special Meeting of Shareholders. On January 16, 2015, the Articles of Domestication and the Nevada Articles of Incorporation went effective with the Secretary of State of the State of Nevada. On February 2, 2015, our name change to WEED, Inc., and a corresponding ticker symbol change to “BUDZ” went effective with FINRA and was reflected on the quotation of our common stock on OTC Markets.
These changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus. Our current, short-term goals relate to the Cannabis Genomic Study and the resulting development of a variety of new cannabis strains, and, over the next 5 years, we plan to process those results in order to become an international cannabis research and product development company, with a globally-recognized brand focusing on building and purchasing labs, land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to universities, state governments, licensed dispensary owners and organic grow operators on a contract basis with a concentration on the legal and medical cannabis sector.
Our long-term plan is to become a true “Seed-to-Sale” global holding company providing infrastructure, financial solutions, product development, and real estate options in this new emerging market. Our long term growth may also come from the acquisition of synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, we have formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Israel Cannabis Ltd., an Israeli corporation, to address future global demand, and in March 2019, WEED Israel Cannabis Ltd. was involved in the transaction with Yissum discussed herein. We will look to conduct future research, marketing, import/exporting, and manufacturing of our proprietary products on an international level.
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On April 20, 2017, we entered into a Share Exchange Agreement with Sangre AT, LLC, a Wyoming limited liability company, under which we acquired all of the issued and outstanding limited liability company membership units of Sangre in exchange for Five Hundred Thousand (500,000) shares of our common stock, restricted in accordance with Rule 144. As a result of this agreement, Sangre is a wholly-owned subsidiary of WEED, Inc.
This discussion and analysis should be read in conjunction with our financial statements included as part of this Quarterly Report.
Three Months Ended March 31, 2019 compared to Three Months Ended March 31, 2018
Results of Operations
Three Months Ended
March 31,
2019
2018
Revenue
$ -
$ -
Operating expenses:
General and administrative
185,760
371,977
Professional fees
10,909,326
3,961,759
Depreciation and amortization
40,660
41,158
Total operating expenses
11,135,746
4,374,894
Net operating loss
(11,135,746 )
(4,374,894 )
Other Expense
Goodwill impairment
-
-
Interest income
-
9,338
Interest expense
(249 )
(2,659 )
Other income
1,000
-
Loss on extinguishment of debt
-
(1,064,719 )
Other expense
(1,480 )
(2,756 )
Net loss
$ (11,136,475 )
$ (5,435,690 )
Operating Loss; Net Loss
Our net loss increased by $5,700,785, from ($5,435,690) to ($11,136,475), from the three months ended March 31, 2018 compared to the three months ended March 31, 2019. Our operating loss increased by $6,760,852, from ($4,374,894) to ($11,135,746) for the same period. The increase in operating loss and net loss compared to the same period of the prior year is primarily a result of our significant increase in professional fees, offset slightly by decreases in our general and administrative expenses and depreciation and amortization expenses. These changes are detailed below.
Revenue
We have not had any revenues since our inception. We are company focused on the medical cannabis sector. In the short-term we plan to conduct Sangre’s Cannabis Genomic Study over the next 5 years and process those result, and in the long-term is to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.
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General and Administrative Expenses
General and administrative expenses decreased by $186,217, from $371,977 for the three months ended March 31, 2018 to $185,760 for the three months ended March 31, 2019, primarily due to decreases in lab supplies and construction labor for the research facilities.
Professional Fees
Our professional fees increased by $6,947,567 during the three months ended March 31, 2019 compared to the three months ended March 31, 2018. Our professional fees were $10,909,326 for the three months ended March 31, 2019 and $3,961,759 for the three months ended March 31, 2018. 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. The significant increase in professional fees for the three months ended March 31, 2019, related to stock-based compensation awards, as well as, costs incurred in connection with the land and property acquisitions and the work related to our registration statement filing and related amendments. We expect these fees to grow steadily as our business expands if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.
Depreciation and Amortization
During the three months ended March 31, 2019 we had depreciation and amortization expense of $40,660, compared to $41,158 in the three months ended March 31, 2018. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.
Interest Expense
Interest expense decreased from $2,659 to $249 for the three months ended March 31, 2018 compared to the same period in 2019. Our interest expense primarily relates to the mortgages maintained on our acquired properties.
Other Income
Other income increased from $0 to $1,000 for the three months ended March 31, 2018 compared to the same period in 2019. Our other income for the three months ended March 31, 2019, related to a refund check for checking account ending in 1882 from Bank of America. Due to the account was closed in October 2018, the bank did not provide any other information for the refund.
Other Expense
Other expense decreased from $2,756 to $1,480 for the three months ended March 31, 2018 compared to the same period in 2019. Our other expense for the three months ended March 31, 2019, relates to bank service charges.
Liquidity and Capital Resources
Introduction
During the three months ended March 31, 2019, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of March 31, 2019 was $84,543 and our monthly cash flow burn rate was approximately $45,000. Our cash on hand was primarily proceeds from the sales of our securities. We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.
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Our cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2019 and December 31, 2018, respectively, are as follows:
March 31, 2019
December 31, 2018
Change
Cash
$ 84,543
$ 70,608
$ 13,935
Total Current Assets
255,498
491,939
(236,441 )
Total Assets
2,746,867
3,020,989
(274,122 )
Total Current Liabilities
289,093
259,362
29,731
Total Liabilities
$ 289,093
259,362
$ 29,731
Our total assets decreased by $274,122 as of March 31, 2019 as compared to December 31, 2018. The decrease in our total assets between the two periods was primarily attributed to a decrease in our deposits at March 31, 2019 compared to December 31, 2018, slightly offset by an increase in cash of approximately $14,000.
Our current liabilities and total liabilities increased by $29,731, as of March 31, 2019 as compared to December 31, 2018. This increase was due to increases in accounts payable, accrued officer compensation and accrued interest.
In order to pay our obligations in full or in part when due, we will be required to raise capital from other sources. There is no assurance, however, that we will be successful in these efforts.
Cash Requirements
We had cash available as of March 31, 2019 of $84,543 and $70,608 as of December 31, 2018. Based on our revenues, cash on hand and current monthly burn rate of approximately $4,666, 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 $333,086 for the three months ended March 31, 2019, as compared to $992,008 for the three months ended March 31, 2018. For the period in 2019, the net cash used in operating activities consisted primarily of our net loss of ($11,136,475), offset by estimated fair value of stock-based compensation of $9,680,572, estimated value of shares issued for services of $802,050, and depreciation and amortization of $40,660, and adjusted by an increase in prepaid expenses and other assets of $250,754, a decrease in accrued expenses of $8,249, and a decrease in accounts payable of $21,482. For the three months ended March 31, 2018, the net cash used in operating activities consisted primarily of our net loss of ($5,435,690), fair value of vested stock options of $3,653,839, loss on extinguishment of debt of $1,064,719, and depreciation and amortization of $41,158, adjusted by an increase in prepaid expenses and other assets of $209,469, and decreases in accrued expenses of $102,235 and accounts payable of $4,330.
Investments
For the three months ended March 31, 2019, we had net cash used in investing activities of $2,979, consisting entirely of purchases of property and equipment. For the period in 2018, the net cash used in investing activities of $340,653, consisting entirely of purchases of property and equipment.
Financing
Our net cash provided by financing activities for the three months ended March 31, 2019 was $350,000, compared to $1,276,944 for the three months ended March 31, 2018. For the period in 2019, our financing activities related to proceeds from the sale of common stock of $200,000, and stock payable of $150,000. For the period in 2018, our financing activities related to proceeds from the sale of common stock of $1,373,550, proceeds from notes payable of $7,000, offset by repayments on notes payable of ($103,606).
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Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4
Controls and Procedures
(a)
Evaluation of Disclosure Controls Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.
As of March 31, 2019, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer (our Principal Executive Officer) and chief financial officer (our Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the evaluation described above, and as a result, in part, of not having an audit committee and having one individual serve as our chief executive officer and chief financial officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2019 to the same extent they were not effective as of December 31, 2018.
As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures.
(b)
Changes in Internal Controls over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
(c)
Officer’s Certifications
Appearing as an exhibit to this quarterly report on Form 10-Q are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the quarterly report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
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PART II– OTHER INFORMATION
ITEM 1
Legal Proceedings
William Martin v. WEED, Inc. et al
On January 19, 2018, we were sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc. ., Case No. 4:18-cv-00027-RM) by the listed Plaintiff. We were served with the Verified Complaint on January 26, 2018. The Complaint alleges claims for breach of contract-specific performance, breach of contract-damages, breach of the covenant of good faith and fair dealing, conversion, and injunctive relief. In addition to the Verified Complaint, we were served with an application to show cause for a temporary restraining order. The Verified Complaint alleges we entered into a contract with the Plaintiff on October 1, 2014 for the Plaintiff to perform certain consulting services for the company in exchange for 500,000 shares of our common stock up front and an additional 700,000 shares of common stock to be issued on May 31, 2015. The Plaintiff alleges he completed the requested services under the agreement and received the initial 500,000 shares of common stock, but not the additional 700,000 shares. The request for injunctive relief asks the Court to Order us to issue the Plaintiff 700,000 shares of our common stock, and possibly include them in our previously-filed Registration Statement on Form S-1, or, in the alternative, issue the shares and have them held by the Court pending resolution of the litigation, or, alternatively, sell the shares and deposit the sale proceeds in an account that the Court will control. The hearing on the Temporary Restraining Order occurred on January 29, 2018. On January 30, 2018, the Court issued its ruling denying the application for a Temporary Restraining Order. Currently, there is no further hearing scheduled in this matter.
On February 13, 2018, we filed an Answer to the Verified Complaint and a Counterclaim. In the original Counterclaim we named William Martin as the sole counter-defendant, and alleged, that based upon William Martin’s representations and recommendation, WEED, Inc. hired Michael Ryan as a consultant. We allege that William Martin misrepresented, failed to disclose, and concealed facts from us concerning the relationship between him and Michael Ryan. We are seeking compensatory damages caused by William Martin’s misrepresentation, failure to disclose, and concealment.
On February 15, 2018, we filed a Motion to Dismiss the Verified Complaint. On February 23, 2018, we filed a Motion to Amend Counterclaim to add W. Martin’s wife, Joanna Martin as a counterdefendant. On March 9, 2018, William Martin filed a Motion to Dismiss the Counterclaim. On March 12, 2018, William Martin filed a Motion to Amend the Verified Complaint to, among other things, add claims against Glenn Martin and Nicole and Ryan Breen. On March 27, 2018, the Court granted both William Martin and WEED, Inc.’s Motions to Amend. On March 27, 2018, we filed an Amended Counterclaim adding Joanna Martin. On April 2, 2018, we filed a Motion to Amend our Counterclaim to add a breach of contract claim. On April 10, 2018, we filed an Answer to First Amended Verified Complaint. On April 23, 2018, Glenn Martin and Nicole and Ryan Breen filed their Answer to the First Amended Complaint. On May 31, 2018, the Court issued an Order: (a) granting our Motion to Dismiss thereby dismissing the claims for breach of the covenant of good faith and fair dealing and the claim for conversion, (b) denying William Martin’s Motion to Dismiss the counterclaim as to the claims for fraudulent concealment and fraudulent misrepresentation, but granting the Motion to Dismiss only as to the claim for fraudulent nondisclosure, and (c) granting our Motion to Amend our Counterclaim to add a breach of contract claim. In our breach of contract claim, we allege William Martin breached his Consulting Agreement with us by failing to perform consulting services to us in a professional and timely manner using the highest degree of skill, diligence, and expertise pursuant to the Consulting Agreement. We are seeking an award of compensatory damages caused by the breach of the Consulting Agreement, together with attorney’s fees and costs. On June 1, 2018, William Martin and his wife filed their Answer to the First Amended Counterclaim. On June 1, 2018, William Martin and his wife filed their Answer to the Second Amended Counterclaim.
The parties have conducted discovery and disclosure, including the production by WEED, Inc. of voluminous electronically stored information and the depositions of William, Martin, Glenn E. Martin, Michael Ryan, and Chris Richardson. No other depositions are presently anticipated.
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On September 14, 2018, WEED, Inc. filed a Motion for Partial Summary Judgment (MPSJ) seeking the dismissal of all remaining claims in the First Amended Complaint. On November 26, 2018, plaintiff filed an opposition to the motion for partial summary judgment, together with a cross-motion for summary judgment on both plaintiff’s claims and the Corporation’s counterclaims. Those motions have been fully briefed. Originally, the Court set oral argument on the motions for May 16, 2019, but that hearing has been postponed by the Court due to health issues with Plaintiff’s counsel. The hearing has not been rescheduled.
No trial date has been set. We deny the Plaintiff’s allegations in the Amended Complaint in their entirety and plan to vigorously defend against this lawsuit. Due to the loss not being probable, no accrual has been recorded for the 700,000 shares of common stock the Plaintiff alleges he was owed under his agreement with us.
Travis Nelson v. WEED, Inc.
On February 5, 2018, we were sued in Huerfano County, Colorado District Court ( Travis Nelson v. WEED, Inc. , et al., Case No. 18CV30003) by the listed Plaintiff. After we successfully pursued motions to dismiss Plaintiff’s two initial Complaints, the Court issued an Order on October 1, 2018 granting Plaintiff permission to file a Second Amended Complaint, which was then filed on October 22, 2018. The Second Amended Complaint includes three claims: 1) breach of fiduciary duty/shareholder derivative action; 2) a claim under Colorado’s Organized Crime Control Act; and 3) a wrongful discharge claim. We have answered the Second Amended Complaint, denying all allegations and alleging that the decision not to offer employment to Nelson, the core factual dispute in this case, was the result of pre-employment background checks that showed Nelson had an extensive, violent criminal history. The parties exchanged Initial Disclosures on November 11, 2018. We still have a motion pending with the Court that seeks attorneys’ fees in the amount of $53,000 for the expense of defending the first two Complaints. On January 31, 2019, Plaintiff submitted an Offer of Judgment under Colorado Statute §13-17-202 offering to dismiss the case in exchange for payment of $100,000. The Company has rejected this offer. Plaintiff served us with written discovery that we responded to in March 2019. The current Case Management Order requires the parties to arrange mediation by April 1, 2019. The parties are currently looking for available mediators and dates in April 2019. We believe that the Plaintiff’s allegations are baseless and plan to vigorously defend against this lawsuit. We not accrued any expenses related to this lawsuit due to the loss not being probable.
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
ITEM 1
Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2019, we issued the following unregistered securities:
Common Stock Sales
During the three months ended March 31, 2019, we sold an aggregate of 250,000 shares of our common stock to three unrelated investors for an aggregate of $200,000. 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 purchaser contained in the securities purchase agreements 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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Common Stock Issued to Consultants
During the three months ended March 31, 2019, we issued an aggregate of 410,000 shares of our common stock to two unrelated consultants for services rendered. The shares were valued at an average of $1.65 per share. The issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. To make that determination we relied on the representations of the purchasers contained in the agreements signed by the purchasers and the fact the consultants did work for the company and was familiar with the company, its operations and its management.
ITEM 3
Defaults Upon Senior Securities
There have been no events which are required to be reported under this Item.
ITEM 4
Mine Safety Disclosures
There have been no events which are required to be reported under this Item.
ITEM 5
Other Information
License and Merger Agreement
On March 1, 2019, we entered into an Exclusive License and Assignment Agreement (the “Technology Agreement”) with Yissum Research Development Company of the Hebrew University of Jerusalam, Ltd., an entity organized in Israel (“Yissum”). Under the terms of the Technology Agreement, Yissum agreed to grant an exclusive license, and eventually assign, to us certain platform technologies relating to different formulations for administration and delivery of lipophilic compositions, (including cannabinoids) (collectively, the “Technology”) invented and/or developed by Prof. Elka Touitou at The Hebrew University of Jerusalem, which technologies are more fully described in the patent applications and/or patents listed in Appendix A to the Technology Agreement.
Under the Agreement, in exchange for an exclusive license to use the Existing Technologies, we will pay Yissum a total of USD$1,000,000 as follows: (i) $100,000 within three (3) business days of signing the Technology Agreement (which amount has been paid), (ii) $400,000 on or before May 1, 2019, and (iii) $500,000 on or before December 31, 2019 (together, the “License Payments”). The grant of the exclusive license and the transfer to us of the responsibility for the administration and control of patent activities and patent expenses related to the Existing Technologies occurs after the USD$400,000 payment due May 1, 2019.
The intent of the parties is that we will have the exclusive license until such time as the Existing Technologies are assigned to WEED, Inc.. In order to receive the assignments and own the five (5) patents and the Technologies, in addition to the License Payments we must pay Yissum a total of USD$1,000,000, with $300,000 due on or before June 1, 2020 and $700,000 on or before September 1, 2020. Additionally, we will owe Yissum an additional USD$1,500,000 upon the earlier of the following events: (i) the first commercial sale of a pharmaceutical product based on the Technology, or (ii) the later of: (a) the first commercial sale of any product based on the Technology, and (b) when we receive an aggregate of USD$1,500,000 in gross revenue from all sales of products based on the Technology.
The description of the Technology Agreement set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.14 and is incorporated herein by reference.
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Consulting Agreement
In connection with the Technology Agreement, on March 1, 2019, we entered into a Consulting Agreement with Yissum and Prof. Elka Touitou (“Consultant”), under which Consultant will provide us with consulting services comprised of the following: (i) providing advice, support, theories, techniques formulations and improvements in connection with our scientific research and product development activities related to the development and commercialization of the Technology and products and services (ii) making presentations and be a speaker (including a keynote speaker) at local and international conferences and events to be mutually agreed upon us and the Consultant in advance; (iii) reading and reviewing relevant scientific publications; and (iv) reviewing and commenting on all patent applications and patents within the Technology and any other of our new patents applications and/or patents in the field of Cannabinoids and hemp (including high dosage THC, THC or Cannabidiols (CBD)), which 100% of all discoveries, know-how and patents will be owned by WEED, Inc. In exchange for her services under the Agreement, the Consultant receives: (i) $75,000 one-time consultancy fee, (ii) a monthly consultancy fee of USD$6,250, and (iii) 75,000 shares of our common stock, restricted with a standard restrictive legend. The Consulting Agreement is for a term of two years.
The description of the Consulting Agreement set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit 10.15 and is incorporated herein by reference.
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ITEM 6
Exhibits
Item No.
Description
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101.INS **
XBRL Instance Document
101.SCH **
XBRL Taxonomy Extension Schema Document
101.CAL **
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **
XBRL Taxonomy Extension Label Linkbase Document
101.PRE **
XBRL Taxonomy Extension Presentation Linkbase Document
*Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on August 11, 2017.
(2) Incorporated by reference from the Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on November 16, 2017.
(3) Incorporated by reference from the Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on February 1, 2018.
(4) Incorporated by reference from the Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on April 30, 2018.
(5) Incorporated by reference from the Current Report on Form 8-K filed with the Commission on March 7, 2019.
(6) Incorporated by reference from the Annual Report on Form 10-K filed with the Commission on April 16, 2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEED, Inc.
Dated: May 20, 2019
/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)
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TABLE OF CONTENTS
Part I Financial InformationItem 1 Condensed Consolidated Financial StatementsNote 1 Nature Of Business and Significant Accounting PoliciesNote 1 Nature Of Business and Significant Accounting Policies (continued)Note 2 Going ConcernNote 3 Related PartyNote 4 Fair Value Of Financial InstrumentsNote 4 Fair Value Of Financial Instruments (continued)Note 5 Investment in Land and PropertyNote 5 Investment in Land and Property (continued)Note 6 Property and EquipmentNote 7 Intangible AssetsNote 7 Notes Payable, Related PartiesNote 8 Notes PayableNote 9 Commitments and ContingenciesNote 10 Stockholders EquityNote 10 Stockholders Equity (continued)Note 11 Common Stock Warrants and OptionsNote 11 Common Stock Warrants and Options (continued)Note 12 Subsequent EventsItem 2 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3 Quantitative and Qualitative Disclosures About Market RiskItem 4 Controls and ProceduresPart II Other InformationItem 1 Legal ProceedingsItem 1 Risk FactorsItem 2 Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3 Defaults Upon Senior SecuritiesItem 4 Mine Safety DisclosuresItem 5 Other InformationItem 6 ExhibitsItem No. Description

Exhibits

3.1 (1) Articles of Incorporation of WEED, Inc. 3.2 (1) Bylaws of WEED, Inc. 10.1 (1) Share Exchange Agreement by and between WEED, Inc. and Sangre AT, LLC dated April 20, 2017 10.2 (1) Promissory Note dated July 26, 2017 issued to A.R. Miller for acquisition of La Veta, CO Property 10.3 (1) Deed of Trust dated July 26, 2017 related to acquisition of La Veta, CO Property 10.4 (2) Form of Securities Purchase Agreement 10.5 (2) Form of Warrant Agreement 10.6 (2) Purchase and Sale Agreement by and between WEED, Inc. and Greg DiPaolos Pro Am Golf, LLC dated October 24, 2017 10.7 (3) Amendment No. 1 to Promissory Note by and between WEED, Inc. and A.R. Miller dated January 12, 2018 10.8 (3) Amended & Restated Employment Agreement with Glenn E. Martin dated February 1, 2018 10.9 (3) Amended & Restated Employment Agreement with Nicole M. Breen dated February 1, 2018 10.10 (3) Form of WEED, Inc. Restricted Stock Agreement 10.11 (3) Form of WEED, Inc. Notice of Grant of Non-Qualified Stock Options 10.12 (3) Wage Settlement and Release Agreement with Ryan Breen dated February 1, 2018 10.13 (4) Second Addendum to Purchase and Sale Agreement Greg DiPaolo's Pro Am Gold, LLC dated February 19, 2018 10.14 (5) Exclusive License and Assignment Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. dated March 1, 2019 10.15 (5) Consulting Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. and Prof. Elka Touitou dated March 1, 2019 21.1 (6) Subsidiaries of WEED, Inc. 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith). 32.1 Section 1350 Certification of Chief Executive Officer (filed herewith). 32.2 Section 1350 Certification of Chief Accounting Officer (filed herewith).