BUDZ 10-Q
Weed, Inc. (BUDZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
Registrant’s telephone number, including area code
________________________________ (Former address, if changed since last report) |
|
__________________________________ (Former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| None |
| None |
Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 | ☐ |
☒ | 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 14, 2026, there were
WEED, INC.
TABLE OF CONTENTS
| 3 |
| ||
|
|
|
| |
| 3 |
| ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 20 |
| |
| 26 |
| ||
| 26 |
| ||
|
|
|
|
|
| 27 |
| ||
|
|
|
| |
| 27 |
| ||
| 27 |
| ||
| 27 |
| ||
| 27 |
| ||
| 27 |
| ||
| 27 |
| ||
| 28 |
| ||
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
ITEM 1 Consolidated Financial Statements
The consolidated balance sheets as of June 30, 2026, (unaudited) and December 31, 2025, the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the consolidated statement of changes in stockholders’ equity (deficit) for the six months ended June 30, 2026 and 2025, and the consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, follow. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.
| 3 |
| Table of Contents |
WEED, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
TABLE OF CONTENTS
| Page No. |
| |
|
| ||
CONSOLIDATED FINANCIAL STATEMENTS |
|
| |
|
| ||
| 5 |
| |
|
| ||
Unaudited Consolidated Statements of Operations and Comprehensive Loss |
| 6 |
|
|
| ||
Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
| 7 |
|
|
| ||
| 8 |
|
| 4 |
| Table of Contents |
WEED, INC. |
CONSOLIDATED BALANCE SHEETS |
(Unaudited) |
|
| (Unaudited) June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
CURRENT ASSETS: |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Other current asset |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
| ||
Building |
|
|
|
|
|
| ||
Computers & Equipment |
|
|
|
|
|
| ||
Property and equipment, gross |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Less: Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Grower License |
|
|
|
|
|
| ||
Trademark |
|
|
|
|
|
| ||
Intangible assets, gross |
|
|
|
|
|
| ||
Less: Accumulated amortization |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
ROU asset |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
Accrued expense |
|
|
|
|
|
| ||
Accrued officer compensation |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Notes payable, related parties |
|
|
|
|
|
| ||
Asset retirement obligation |
|
|
|
|
|
| ||
Lease liability |
|
|
|
|
|
| ||
Due to officer |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
|
| ||
Subscription payable |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ EQUITY |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of the consolidated financial statements
| 5 |
| Table of Contents |
WEED, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
(Unaudited) |
|
| For the Three Months Ended June 30, |
|
| For the Six Months Ended June 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
COST OF GOODS SOLD |
|
|
|
|
|
|
|
|
|
|
|
| ||||
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Depreciation & amortization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET OPERATING LOSS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Foreign currency translation gain on dissolution of subsidiary |
|
|
|
|
|
|
|
|
|
|
|
| ||||
TOTAL OTHER INCOME (EXPENSE) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS BEFORE INCOME TAX |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding - basic and fully diluted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and fully diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of the consolidated financial statements
| 6 |
| Table of Contents |
WEED, INC. |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) |
|
For the Six Months ended June 30, 2025 |
(Unaudited) |
|
|
|
|
| Additional |
|
|
|
|
|
|
|
| Accumulated |
|
| Total |
| ||||||||||
|
| Common Stock |
|
| Paid-In |
|
| Subscriptions |
|
| Accumulated |
|
| Other |
|
| Stockholders’ |
| ||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Deficit |
|
| Comprehensive |
|
| Equity |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance, December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||||
Common stock sold for cash |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Imputed Interest on RP Loans |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Other comprehensive income, net |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, March 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
|
| ( | ) |
|
|
|
| $ | ( | ) | |||||
Common stock sold for cash |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imputed Interest on RP Loans |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Other comprehensive income, net |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, June 30, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
|
| ( | ) |
|
|
|
| $ | ( | ) | |||||
For the Six Months ended June 30, 2026
(Unaudited)
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
|
|
| Accumulated |
|
| Total |
| |||||||
|
| Common Stock |
|
| Paid-In |
|
| Subscriptions |
|
| Accumulated |
|
| Other |
|
| Stockholders’ |
| ||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Deficit |
|
| Comprehensive |
|
| Equity |
| |||||||
Balance, December 31, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||||
Common stock sold for cash |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Imputed Interest on RP Loans |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Release of accumulated foreign currency translation loss on dissolution of subsidiaries |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance, March 31, 2026 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | |||||
Common stock sold for cash |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imputed Interest on RP Loans |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||
Other comprehensive income, net |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance, June 30, 2026 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
|
| ( | ) |
|
|
|
|
| $ | ( | ) | ||||
The accompanying notes are an integral part of the consolidated financial statements
| 7 |
| Table of Contents |
WEED, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Unaudited) |
|
| For the Six |
| |||||
|
| Months Ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile to net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
| ||
Debt discount amortization |
|
|
|
|
|
| ||
Imputed Interest on RP Loans |
|
|
|
|
|
| ||
Estimated fair value of stock based compensation |
|
|
|
|
|
| ||
Estimated fair value of shares issued for services |
|
|
|
|
|
| ||
Decrease (increase) in assets |
|
|
|
|
|
|
|
|
Prepaid expenses and deposits |
|
|
|
|
|
| ||
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
Accounts Payable |
|
|
|
|
|
| ||
Accrued expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Increase in due to officer |
|
|
|
|
|
| ||
Proceeds from notes payable – related party |
|
|
|
|
|
| ||
Repayments on notes payable – related party |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE ON CASH |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the periods ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
| $ |
|
|
|
| ||
Interest paid |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of the consolidated financial statements
| 8 |
| Table of Contents |
WEED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026
(Unaudited)
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
WEED, Inc. (the “Company”), (formerly United Mines, Inc.) was incorporated under the laws of the State of Arizona on August 20, 1999 (“Inception Date”) as Plae, Inc. to engage in the exploration of gold and silver mining properties. On November 26, 2014, the Company was renamed from United Mines, Inc. to WEED, Inc. and was repurposed to pursue a business involving the purchase of land, and building Commercial Grade “Cultivation Centers” to consult, assist, manage & lease to Licensed Dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana sector. The Company’s plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market. The Company, under United Mines, was formerly in the process of acquiring mineral properties or claims located in the State of Arizona, USA. The name was previously changed on February 18, 2005 to King Mines, Inc. and then subsequently changed to United Mines, Inc. on March 30, 2005. The Company trades on the OTC Pink Sheets under the stock symbol: BUDZ.
On April 20, 2017, the Company acquired Sangre AT, LLC, a Wyoming company doing business as Sangre AgroTech. (“Sangre”). Sangre is a plant genomic research and breeding company comprised of top-echelon scientists with extensive expertise in genomic sequencing, genetics-based breeding, plant tissue culture, and plant biochemistry, utilizing the most advanced sequencing and analytical technologies and proprietary bioinformatics data systems available. No work is being conducted now until further funds are available.
On May 2, 2022, the Company acquired Hempirical Genetics, LLC, a Arizona company.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
The Company has a calendar year end for reporting purposes.
Basis of Presentation
The accompanying consolidated balance sheet at December 31, 2025, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of June 30, 2026 (the "financial statements"), have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statement presentation. The consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Interim results are not necessarily indicative of results for a full year.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership:
|
| State of |
|
|
| Abbreviated |
Name of Entity |
| Incorporation |
| Relationship (1&3) |
| Reference |
|
| Parent |
| WEED | ||
|
| Subsidiary |
| Sangre | ||
|
| Subsidiary |
| Hempirical Generics |
(1) Sangre is a wholly-owned subsidiary of WEED, Inc.
(2) Sangre AT, LLC is doing business as Sangre AgroTech.
(3) Hempirical Genetics, LLC is a wholly-owned subsidiary of WEED, Inc.
| 9 |
| Table of Contents |
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Principles of Consolidation (continued)
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 subsidiaries 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.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.
Impairment of Long-Lived Assets
Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.
Basic and Diluted Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Stock-Based Compensation
Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.
Revenue Recognition
The Company is using the revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, and using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the Company has no historical revenue. The impact of the adoption of the new standard was not material to the Company’s consolidated financial statements. The Company did not earn revenue during the periods ended June 30, 2026 and 2025. When the Company earns revenue, it will be recognized in accordance with FASB ASC 606 – Revenue from Contracts with Customers.
The primary change under the new guidance is the requirement to report the allowance for uncollectible accounts as a reduction in net revenue as opposed to bad debt expense, a component of operating expenses. The adoption of this guidance did not have an impact on our condensed consolidated financial statements, other than additional financial statement disclosures. The guidance requires increased disclosures, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The Company operates as one reportable segment.
| 10 |
| Table of Contents |
Note 1 – Nature of Business and Significant Accounting Policies (continued)
Revenue Recognition (continued)
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. The Company recognized $
Asset Retirement Obligations
The Company acquired a gas well on February 23, 2023, with a cost of $
Foreign Currency Transactions
Expenses are translated at the exchange rates in effect at the date of the transaction. Foreign currency denominated payables are translated at the rates of exchange at the balance sheet date. The resulting transaction gains and losses are recorded in the statement of income in the period incurred.
Assets and liabilities of those operations are translated at exchange rates in effect at the balance sheet date. Income and expenses are translated using the exchange rates on the transaction date for the reporting period. Translation adjustments, if any, are reported as a separate component of accumulated other comprehensive income (loss). For all significant foreign operations, the functional currency is the local currency.
During the six months ended June 30, 2026, the Company completed the dissolution of certain non-material foreign subsidiaries, including WEED Hong Kong Ltd. and WEED Australia Ltd. In connection with the dissolution, the related cumulative foreign currency translation adjustment of $
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segments expenses. The amendments require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss. The amendments improve financials reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities. The Company adopted ASU No. 2023-07 for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all period presented in the consolidated financial statements. See Note 11 for more details on the Company’s segment information.
| 11 |
| Table of Contents |
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 $
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Related Party
Notes Payable
From time to time, the Company has received short-term loans from officers and directors as disclosed in Note 7 below. The Company has a total of $
From January 2022 to March 31, 2022, the Company received loans of $
On May 2, 2022, the Company acquired the Hempirical Genetics, LLC from Jeffrey Miller, and then Jeffrey Miller became the executive officer of WEED, Inc. Based on the agreement, the Company owed Jeffrey Miller $
On July 1, 2022, Patrick Brodnik signed executive employee agreement with the Company, and become one of the related parties since that. On various dates during the third quarter 2022, the Company received advance of $
| 12 |
| Table of Contents |
Note 3 – Related Party (continued)
Services
Nicole M. Breen receives $
Glenn E. Martin receives $
Accrued Expense
A total of $
Accrued Compensation
A total of $
Note 4 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2026 and December 31, 2025, respectively:
Fair Value Measurements at December 31, 2025
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Intangible assets, net |
| $ |
|
| $ |
|
| $ |
| |||
Total assets |
| $ |
|
| $ |
|
| $ |
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable, related parties |
| $ |
|
| $ |
|
| $ |
| |||
Notes payable |
| $ |
|
| $ |
|
| $ |
| |||
Total liabilities |
| $ |
|
| $ |
|
| $ |
| |||
Fair Value Measurements at June 30, 2026
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| |||
Assets |
|
|
|
|
|
|
|
|
| |||
Cash |
| $ |
|
| $ |
|
| $ |
| |||
Intangible assets, net |
| $ |
|
| $ |
|
| $ |
| |||
Total assets |
| $ |
|
| $ |
|
| $ |
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable, related parties |
| $ |
|
| $ |
|
| $ |
| |||
Notes payable |
| $ |
|
| $ |
|
| $ |
| |||
Total liabilities |
| $ |
|
| $ |
|
| $ |
| |||
| 13 |
| Table of Contents |
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 six months ended June 30, 2026 and the year ended December 31, 2025.
Note 5 – Property and Equipment
Property and equipment consist of the following at June 30, 2026 and December 31, 2025, respectively:
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Office equipment |
| $ |
|
| $ |
| ||
Furniture & Fixtures |
|
|
|
|
|
| ||
Lab equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
| ||
Property |
|
|
|
|
|
| ||
Property and equipment, gross |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense totaled $
Note 6 – Intangible Assets
Intangibles
In accordance with FASB ASC 350, “Intangibles-Goodwill and Other”, the Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The US and Europe trademarks were acquired for $
Acquisition intangible assets arising out of the acquisition of Hempirical Genetics, LLC. That should, in accordance with GAAP, be classified as intangibles, include goodwill.
On June 30, 2026 and December 31, 2025, intangibles consists of the following:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
Trademark |
|
|
|
|
|
| ||
Grower License |
|
|
|
|
|
| ||
Less: Accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Total other intangibles, Net |
|
|
|
|
|
| ||
Amortization expense totaled $
| 14 |
| Table of Contents |
Note 7 – Notes Payable, Related Parties
Notes payable, related parties consist of the following at June 30, 2026 and December 31, 2025, respectively:
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
On April 12, 2010, the Company received an unsecured, non-interest-bearing loan in the amount of $2,000, due on demand from Robert Leitzman. Interest is being imputed at the Company’s estimated borrowing rate, or 10% per annum. The largest aggregate amount outstanding was $2,000 during the periods ended December 31, 2019 and December 31, 2018. Mr. Leitzman owns less than 1% of the Company’s common stock, however, the Mr. Leitzman is deemed to be a related party given the non-interest-bearing nature of the loan and the materiality of the debt at the time of origination. |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination. |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
During 2024 and 2025, the Company received advances totaling $472,000 from Glenn Martin and $37,403 from Nicole Breen, bearing interest at 5% and 12%, respectively. During 2025, the Company made payments totaling $135,000 to Glenn Martin. During the six months ended June 30, 2026, the Company received additional advances of $43,500 from Glenn Martin and $4,500 from Nicole Breen, bearing interest at 12%, and made a payment of $800 to Nicole Breen. |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
On May 2, 2022, the company acquired Hempirical Genetics, LLC with a note payable to the executive officer Jeffrey Miller with no interest. Payments of $0 and $25,000 were made toward the note in 2025 and 2024, respectively. |
| $ |
|
| $ |
| ||
| 15 |
| Table of Contents |
Note 7 – Notes Payable, Related Parties (continued)
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||
|
|
|
|
|
|
| ||
Notes payable, related parties |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Less: Loan fee, net of amortization |
| $ |
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Notes payable, related parties |
| $ |
|
| $ |
| ||
The Company recorded interest expense in the amount of $
Note 8 – Commitments and Contingencies
Operating Leases
We account for our lease under ASC 842. Under this guidance, arrangements meeting the definition of a lease are classified as operating and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term.
The rate implicit in lease is not readily determinable, and we therefore use incremental borrowing rate to determine the present value of the lease payments. The incremental borrowing rate used to determine the initial value of right-of-use (“ROU”) assets and lease liabilities during the period ended June 30, 2026, was
In May 2022, we entered into a lease agreement of a hemp drying facility in Huachuca City, Arizona for $
| 16 |
| Table of Contents |
Note 8 – Commitments and Contingencies (continued)
Legal Proceedings
The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.
Note 9 – Stockholders’ Equity
Preferred Stock
On December 5, 2014, the Company amended the Articles of Incorporation, pursuant to which
Common Stock
On December 5, 2014, the Company amended the Articles of Incorporation and increased the authorized shares to
2026 Common Stock Activity
Common Stock Sales (2026)
No shares of common stock were sold during the six months ended June 30, 2026.
Common Stock Issued for Services (2026)
During the period ended June 30, 2026,
Common Stock Cancellations
No shares of common stock were cancelled during the six months ended June 30, 2026.
2025 Common Stock Activity
Common Stock Sales (2025)
No shares of common stock were sold during the six months ended June 30, 2025.
Common Stock Issued for Services (2025)
During the quarter ended June 30, 2025,
During the quarter ended June 30, 2025, the Company agreed to issue an aggregate of
Common Stock Cancellations
No shares of common stock were cancelled during the six months ended June 30, 2025.
| 17 |
| Table of Contents |
Note 9 – Stockholders’ Equity (continued)
Common Stock Warrants and Options
2026 Common Stock Warrant Activity
Common Stock Warrants Granted (2026)
No common stock warrants were granted during the quarter ended June 30, 2026.
Warrants Exercised (2026)
No warrants were exercised during the quarter ended June 30, 2026.
2025 Common Stock Warrant Activity
Common Stock Warrants Granted (2025)
No common stock warrants were granted during the six months ended June 30, 2025.
Warrants Exercised (2025)
No warrants were exercised during the six months ended June 30, 2025.
Warrants Exercised (2025)
The stock option will expire on the tenth anniversary of the granted date, which is February 1, 2028. As of June 30, 2026, the stock option will expire in 19 months[BB51] .
A summary of the Company’s stock option activity and related information is as follows:
|
| For the year ended December 31, 2025 |
| |||||
|
| Number of |
|
| Average |
| ||
|
| Shares |
|
| Price |
| ||
Outstanding at the beginning of period |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
|
| |
Exercised/Expired/Cancelled |
|
| - |
|
|
|
| |
Outstanding at the end of period |
|
|
|
| $ |
| ||
Exercisable at the end of period |
|
|
|
| $ |
| ||
|
| For the quarter ended June 30, 2026 |
| |||||
|
| Number of |
|
| Average |
| ||
|
| Shares |
|
| Price |
| ||
Outstanding at the beginning of period |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Exercised/Expired/Cancelled |
|
| - |
|
|
|
| |
Outstanding at the end of period |
|
|
|
| $ |
| ||
Exercisable at the end of period |
|
|
|
| $ |
| ||
| 18 |
| Table of Contents |
Note 10 – Income Tax
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provided that deferred tax assets and liabilities, are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For the six months ended June 30, 2026 and year ended December 31, 2025, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On June 30, 2026 and December 31, 2025, the Company had approximately $
The components of the Company’s deferred tax assets are as follows:
|
| June 30, 2026 |
| |
Deferred tax assets: |
|
|
| |
Net operating loss carry forward as of 12/31/2025 |
| $ |
| |
Estimate Tax Loss June 30, 2026 |
|
|
| |
|
|
|
|
|
NOL Carry Forward Cumulative as of 6/30/2026 |
|
|
| |
Statutory Tax Rate |
|
| % | |
Deferred Tax Asset |
|
|
| |
Valuation |
|
| ( | ) |
Net Deferred Tax Asset |
|
|
| |
Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2026 and December 31, 2025, respectively.
Note 11 – Segment Information
We operate in one reportable segment, which is the purchase of land, and building Commercial Grade “Cultivation Centers” to consult, assist, manage and 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 CODM includes the chief executive officer and chief financial officer. The chief operating decision maker (“CODM”) regularly review and use the consolidated net loss, as reported on our Consolidated Statements of Operations and Comprehensive Loss in evaluating the overall performance of our single reporting segment. The CODM also reviews total assets as reported in the consolidated financial statements when allocating resources. As a result, the Company has determined that it has only one reportable segment. The measure of segment assets is represented as total assets presented on our accompanying balance sheets.
Although the Company has not generated revenue during the reporting period, it continues to incur expenses related to research and development, general and administrative activities, and other operational costs. The CODM uses these expense categories to assess the Company's performance and allocate resources.
The accounting policies of the single segment are the same as those described in the summary of significant accounting policies. There have been no significant changes in measurement methods from the prior year.
Geographically, we have no assets in a foreign country requiring separate disclosure.
The following table provides the significant expenses that management used to manage our one reportable segment:
|
| June 30, 2026 |
|
| June 30, 2025 |
| ||
General and administrative expenses |
|
|
|
|
|
| ||
Professional fees |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Total operating expenses |
|
|
|
|
|
| ||
The table above presents the Company’s single operating segment results and reconciles the segment expenses reviewed by the CODM to consolidated net loss as reported in the Consolidated Statements of Operations and Comprehensive Loss.
Note 12 – Subsequent Events
We have evaluated subsequent events through the filing date of this Form 10-Q and determined that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosures in the notes thereto.
| 19 |
| Table of Contents |
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
WEED, Inc. (the “Company”) is a multi-national bio-pharmaceutical and real estate holding company. Our mission is to lead the development and application of cannabis-derived compounds for medical and industrial use. During fiscal 2025, the Company focused on asset preservation and the modernization of its business model, which included streamlining international operations and exploring the integration of blockchain and AI technologies within the regulated cannabis ecosystem.
Our first business opportunity was, and continues to be, through our wholly-owned subsidiary, Sangre AT, LLC (“Sangre”), where we are focused on the development and application of cannabis-derived compounds for the treatment of human disease and animal ailments. To that end Sangre, was working on a planned five-year Cannabis Genomic Study to complete a genetic blueprint of the Cannabis plant genus, by creating a global genomic classification of the entire plant. Sangre completed a 1-2 year Pilot Study in 2017 & 2018 at the University of Texas-Galveston through Industrial Metagenomics at a cost of nearly $1 million USD. Sangre completed the pilot study with 30 cultivars from strains collected worldwide that included 30 strains (twenty-four female and six male). These results are highly proprietary and the basis of future studies to come. We need to raise additional funds to continue the next steps in our Cannabis Genomic Study.
On May 14th, 2018, the 70th Anniversary of the statehood of Israel, WEED formed its wholly owned subsidiary, WEED Israel Cannabis Ltd., with the goal of completing and adding to the noted studies above. As such, WEED Israel worked with the Hebrew University in Jerusalem and with the top scientists globally in the field of Cannabis & hemp. To that effect, WEED Israel looked to conduct clinical trials and product development that would be the quality and acceptability of the FDA in the United States. Due to current laws and conditions in the USA, all research results and product development for both Pharma & Non-Pharma products, cannot be introduced the United States marketplace. Since starting in 2018, the USA has made vast improvements and advancements in the legalization of both Cannabis and hemp. As of the end of 2021 there are 37 States that have approved a State level medical cannabis and hemp programs, along with the District of Colombia. In addition, there are 17 States that have implemented or approved the “Adult Use” i.e. recreational psychoactive aspects of high THC usage of cannabis.
| 20 |
| Table of Contents |
In conjunction with WEED Israel Cannabis Ltd., we made arrangements with Professor Elka Touitou to be available to be the head of WEEDs Israeli Advisory Board to lead and assist us with clinical trials in cannabis & hemp research studies in Israel. Professor Touitou was the Head of the Innovative Dermal, Transdermal and Transmucosal Delivery Lab at the Institute of Drug Research, The School of Pharmacy, HUJ, now retired but still has HUJ clinical trial & independent studies/lab privileges. Professor Touitou is an internationally renowned authority in the field of drug delivery and design of new technologies for efficient administration of drugs and development of new products. Professor Touitou has been involved in Cannabinoid research since 1988 at The Hebrew University of Jerusalem, (HUJ) Jerusalem, Israel. Previously, WEED was in the process of buying Professor Touitou’s various patents to include the bioavailability aspects of the cannabaceae plant. However, after expending over $500,000 USD to acquire the Professor Touitou’s patents, we had to terminate the agreement in 2019 due to the downturn of the Cannabis marketplace, and specifically as to public cannabis companies, which could not be resumed due to the Covid pandemic that was/is still ongoing globally. We have kept in constant contact with Professor Touitou thru our Managing Director of WEED Israel, Mr. Elliot Kwestel. As of 2022, Dr. Touitou still has interest in working with WEED to complete the purchase of her patents and begin clinical trials upon proper funding. WEED looks to achieve that funding thru offerings of our securities.
Key Material Events of 2025
Research and Intellectual Property Development
The Company continues to integrate assets from the Hempirical Genetics, LLC acquisition. This includes a proprietary seedbank of over 250 cannabis and hemp strains, featuring rare Landrace varieties such as Panama Red and Acapulco Gold. Throughout 2025, management focused on cataloging these genetics to support future pharmaceutical research and consumer product strategies. These genetic assets are currently carried at a cost basis on our balance sheet, though management believes they represent significant long-term strategic value as the federal regulatory environment for cannabis evolves.
Strategic Technology Initiatives
In December 2025, the Company entered into a strategic partnership with Remergify, Inc. to evaluate the development of a digital asset ecosystem. This project aims to address banking and supply chain challenges through the potential launch of WEEDCoin and BUDZCoin. These initiatives are currently in the early development phase. The Company’s ability to successfully launch these digital assets is subject to the availability of capital and the complex, evolving regulatory framework governing digital assets and decentralized finance.
Real Estate Assets and Infrastructure
A cornerstone of the Company’s stability is its long-term real estate holdings. Management continues to maintain and market its high-value land assets, notably the “Four Winds of Lake Erie” property in Portland, New York. This 44-acre parcel, featuring significant lake frontage, represents a key “hard asset” that distinguishes the Company from peers in the microcap sector. These properties are held to provide the Company with a tangible asset base while management pursues its broader bio-pharmaceutical goals.
Licensing and Regulatory Compliance
Through its wholly-owned subsidiary, HEMP BioSciences Inc., the Company maintained its comprehensive suite of industrial hemp licenses in Arizona, including cultivation, nursery, and processing permits. Additionally, in late 2025, the Company successfully completed the de-registration of its non-essential international subsidiaries, WEED Hong Kong Ltd. and WEED Australia Ltd. This repatriation of assets and intellectual property to the U.S. parent company was a strategic move to reduce overhead and simplify the corporate governance structure.
This discussion and analysis should be read in conjunction with our financial statements included as part of this Quarterly Report.
| 21 |
| Table of Contents |
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Results of Operations
|
| Three Months Ended June 30, 2026 |
|
| Three Months Ended June 30, 2025 |
| ||
Revenue |
| $ | - |
|
| $ | - |
|
Operating expenses: |
|
|
|
|
|
|
|
|
General and administrative |
|
| 74,726 |
|
|
| 64,052 |
|
Professional fees |
|
| 10,750 |
|
|
| 24,372 |
|
Depreciation and amortization |
|
| 5,435 |
|
|
| 5,621 |
|
Total operating expenses |
|
| 90,911 |
|
|
| 94,045 |
|
Net operating loss |
|
| (90,911 | ) |
|
| (94,045 | ) |
Other income (expense): |
|
|
|
|
|
|
|
|
Interest expense |
|
| (13,221 | ) |
|
| (13,571 | ) |
Foreign currency translation gain on dissolution of subsidiary |
|
| - |
|
|
| - |
|
Total other income (expense) |
|
| (13,221 | ) |
|
| (13,571 | ) |
Income tax expense |
|
| - |
|
|
| - |
|
Net Loss |
| $ | (104,132 | ) |
| $ | (107,616 | ) |
Other Comprehensive Income (Loss) |
|
| - |
|
|
| 1,112 |
|
Comprehensive Loss |
| $ | (104,132 | ) |
| $ | (106,504 | ) |
Operating Loss; Net Loss
Our comprehensive net loss decreased by $2,372, from $(106,504) to $(104,132), for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Our net operating loss decreased by $3,134, from $(94,045) to $(90,911), for the same period. The decrease in our comprehensive net loss and operating loss is primarily a result of decreases in general and administrative expenses and professional fees. These changes are detailed below.
Revenue
We have not had any revenues since our inception. Once we have sufficient funding, we plan to research and possibly enter the hemp and infused beverage industry through our newly acquired property in New York, and conduct Sangre’s Cannabis Genomic Study and process those result. In the long-term we plan to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.
General and Administrative Expenses
General and administrative expenses increased by $10,674, from $64,052 for the three months ended June 30, 2025, to $74,726 for the three months ended June 30, 2026, primarily due to increases in our consulting services and salary.
Professional Fees
Our professional fees decreased by $13,622 during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Our professional fees were $10,750 for the three months ended June 30, 2026, and $24,372 for the three months ended June 30, 2025. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.
Depreciation and Amortization
During the three months ended June 30, 2026, we had depreciation and amortization expense of $5,435, compared to $5,621 in the three months ended June 30, 2025. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.
Interest Expense
Interest expense decreased from $(13,571) for the three months ended June 30, 2025, to $(13,221) for the three months ended June 30, 2026. Our interest expense primarily relates to notes payable from related parties.
| 22 |
| Table of Contents |
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Results of Operations
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Revenue |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 142,563 |
|
|
| 447,320 |
|
Professional fees |
|
| 101,250 |
|
|
| 70,219 |
|
Depreciation and amortization |
|
| 11,057 |
|
|
| 11,243 |
|
Total operating expenses |
|
| 254,870 |
|
|
| 528,782 |
|
|
|
|
|
|
|
|
|
|
Net operating loss |
|
| (254,870 | ) |
|
| (528,782 | ) |
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest expense |
|
| (27,320 | ) |
|
| (19,289 | ) |
Foreign currency translation gain on dissolution of subsidiary |
|
| 2,798 |
|
|
| - |
|
Total other income (expense) |
| $ | (24,522 | ) |
| $ | (19,289 | ) |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | (279,392 | ) |
| $ | (548,071 | ) |
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss) |
|
| - |
|
|
| 1,187 |
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss |
| $ | (279,392 | ) |
| $ | (546,884 | ) |
Operating Loss; Net Loss
Our comprehensive net loss decreased by $267,492, from $(546,884) to $(279,392), from the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Our net operating loss decreased by $273,912 from $(528,782) to $(254,870) for the same period. The decrease in our comprehensive net loss and operating loss is primarily a result of decreases in general and administrative expenses and professional fees. These changes are detailed below.
Revenue
We have not had any revenues since our inception. Once we have sufficient funding, we plan to research and possibly enter the hemp and infused beverage industry through our newly acquired property in New York, and conduct Sangre’s Cannabis Genomic Study and process those result. In the long-term we plan to be a company focused on purchasing land and building commercial grade “Cultivation Centers” to consult, assist, manage & lease to licensed dispensary owners and organic grow operators on a contract basis, with a concentration on the legal and medical marijuana (Cannabis) sector. Our long-term plan is to become a True “Seed-to-Sale” company providing infrastructure, financial solutions and real estate options in this new emerging market, worldwide. We plan to make our brand global and therefore we will look for opportunities to conduct future research, marketing, import and exporting, and manufacturing of any proprietary products on an international level.
General and Administrative Expenses
General and administrative expenses decreased by $304,757, from $447,320 for the six months ended June 30, 2025, to $142,563 for the six months ended June 30, 2026, primarily due to decreases in our consulting services and salary.
| 23 |
| Table of Contents |
Professional Fees
Our professional fees increased by $31,031 during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Our professional fees were $101,250 for the six months ended June 30, 2026, and $70,219 for the six months ended June 30, 2025. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. We expect these fees to vary quarter-to-quarter as our business and stock price fluctuate if we continue to use stock-based compensation. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.
Depreciation and Amortization
During the six months ended June 30, 2026, we had depreciation and amortization expense of $11,057, compared to $11,243 in the six months ended June 30, 2025. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.
Interest Expense
Interest expense increased from $(19,289) for the six months ended June 30, 2025, to $(27,320) for the six months ended June 30, 2026. Our interest expense primarily relates to notes payable from related parties.
Liquidity and Capital Resources
Introduction
During the six months ended June 30, 2026, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of June 30, 2026 was $1,066 and our monthly cash flow burn rate was approximately $(2,600). We currently do not believe we will be able to satisfy our cash needs from our revenues for many years to come.
| 24 |
| Table of Contents |
Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2026, and December 31, 2025, respectively, are as follows:
|
| June 30, 2026 |
|
| December 31, 2025 |
|
| Change |
| |||
|
|
|
|
|
|
|
|
|
| |||
Cash |
| $ | 1,066 |
|
| $ | 33,130 |
|
| $ | (32,064 | ) |
Total Current Assets |
|
| 7,631 |
|
|
| 47,705 |
|
|
| (40,074 | ) |
Total Assets |
|
| 504,025 |
|
|
| 559,906 |
|
|
| (55,881 | ) |
Total Current Liabilities |
|
| 1,443,196 |
|
|
| 1,248,267 |
|
|
| 194,929 |
|
Total Liabilities |
| $ | 1,443,196 |
|
| $ | 1,248,267 |
|
| $ | 194,929 |
|
Our total assets decreased by $55,881 as of June 30, 2026 as compared to December 31, 2025. The decrease in our total assets between the two periods was attributed primarily to decreases in cash.
Our current liabilities and total liabilities increased by $194,929, as of June 30, 2026, as compared to December 31, 2025. This increase was primarily due to increases in accounts payable, related parties, and accrued officer compensation.
In order to pay our obligations in full or in part when due, we will be required to raise capital from other sources. There is no assurance, however, that we will be successful in these efforts.
Cash Requirements
We had cash available of $1,066 and $33,130 as of June 30, 2026 and December 31, 2025, respectively. Based on our lack of revenues, our cash on hand and current monthly burn rate of approximately $2,600, 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 $76,466 for the six months ended June 30, 2026, as compared to $70,519 for the six months ended June 30, 2025. For the period in 2026, the net cash used in operating activities consisted primarily of our net loss of $(279,392), adjusted by depreciation and amortization of $11,057, debt discount amortization of $3,418, estimated fair value of shares issued for services of $26,400 and imputed interest of $4,976, respectively, and accrued expenses of $135,203. For the period in 2025, the net cash used in operating activities consisted primarily of our net loss of $(548,071), adjusted by depreciation and amortization of $11,243, debt discount amortization of $5,127, estimated fair value of stock based compensation and shares issued for services of $300,000 and $15,000, respectively, and further adjusted by accrued expenses of $(98,423).
Investments
For the six months ended June 30, 2026 and 2025, we had no cash flows provided from investing activities.
Financing
Our net cash used in financing activities for the six months ended June 30, 2026, was $47,200, compared to $(82,300) for the six months ended June 30, 2025. For the period in 2026, our financing activities related to proceeds of note payable of $48,000, offset by repayments of notes payable-related party of $(800). For the period in 2025, our financing activities related to proceeds of note payable of $47,000, offset by repayments of notes payable-related party of $(130,000).
| 25 |
| Table of Contents |
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4 Controls and Procedures
(a) Evaluation of Disclosure Controls Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.
As of June 30, 2026, 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 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 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, having one individual serve as both our chief executive officer and chief financial officer, and the deficiencies previously reported, management concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective.
In addition to the deficiencies previously reported, we do not have formal processes related to the identification, review, and approval of related party transactions.
As funds become available to us, we expect to implement additional measures to improve our disclosure controls and procedures.
(b) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(c) Officer’s Certifications
Appearing as exhibits to this quarterly report on Form 10-Q are certifications of our Chief Executive Officer and Chief Financial Officer. The certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 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.
| 26 |
| Table of Contents |
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
ITEM 1A Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
During the period ended June 30, 2026, we issued the following unregistered securities:
Common Stock Sales
We did not sell any shares of our common stock during the period ended June 30, 2026.
Common Stock Issued
We did not issue any shares of our common stock for services during the three months ended June 30, 2026.
ITEM 3 Defaults Upon Senior Securities
There have been no events which are required to be reported under this Item.
ITEM 4 Mine Safety Disclosures
There have been no events which are required to be reported under this Item.
ITEM 5 Other Information
None.
| 27 |
| Table of Contents |
ITEM 6 Exhibits
| 28 |
| Table of Contents |
101.INS ** |
| Inline XBRL Instance Document |
|
|
|
101.SCH ** |
| Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL ** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF ** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB ** |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE ** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104** |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
(1) | Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on August 11, 2017. |
(2) | Incorporated by reference from the Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on November 16, 2017. |
(3) | Incorporated by reference from the Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on February 1, 2018. |
(4) | Incorporated by reference from the Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on April 30, 2018. |
(5) | Incorporated by reference from the Current Report on Form 8-K filed with the Commission on March 7, 2019. |
(6) | Incorporated by reference from the Annual Report on Form 10-K filed with the Commission on April 16, 2019. |
(7) | Incorporated by reference from the Current Report on Form 8-K filed with the Commission on December 10, 2021. |
(8) | Incorporated by reference from the Current Report on Form 8-K filed with the Commission on August 4, 2022. |
| 29 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WEED, Inc. |
| |
|
|
|
|
Dated: August 14, 2026 | By: | /s/ Glenn E. Martin |
|
|
| Glenn E. Martin |
|
| Its: | President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer) (Principal Financial Officer) |
|
| 30 |