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..

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 will be sequenced by the Sangre team using a binary sequencing approach based on the use of two distinct sequencing technologies and a proprietary bioinformatics database, as funds allow. 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.



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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 complete the property renovations at an estimated cost of $300,000, if we raise sufficient funding. We will need additional extraction equipment and analytical lab equipment, totaling approximately $700,000. During the year ended December 31, 2019, construction in progress in the amount of $499,695 was fully impaired due to the Company may not receive funds to complete the research facility center project. There was no work performed in 2019. 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 will undergo a re-design and renovation to convert the existing structures into a world-class genetics research center, once we have sufficient funds to proceed with the work.

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

? accelerated and optimized growth rates; modern genomic resources will enhance

traditional breeding methods

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


   breeding



? provide the ability to assay for specific genes within the crop, establish

strain tracking, and promote market quality assurance

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

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

? improved therapeutic properties, i.e., increased THC/CBD concentration and the

production of specific classes of oils and terpenses

? enhanced opportunities for new drug discovery

? accelerated breeding of super-cultivars: drought, pest, and mold resistant,


   increased %THC



? revenue generation through our unique ability to breed and genetically

fingerprint new, super-cultivars: establish strong patent protection; and

provide these cultivars to the market on a favorable cost and royalty basis.

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





Corporate Overview


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



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On November 26, 2014, our Board of Directors approved the redomestication of our company from Arizona to Nevada (the "Articles of Domestication"), and approved Articles of Incorporation in Nevada, which differed from then-Articles of Incorporation in Arizona, primarily by (a) changing our name from United Mines, Inc. to WEED, Inc., (b) authorizing Twenty Million (20,000,000) shares of preferred stock, with blank check rights granted to our Board of Directors, and (c) authorizing Two Hundred Million (200,000,000) shares of common stock (the "Nevada Articles of Incorporation"). On December 19, 2014, the holders of a majority of our outstanding common stock approved the Articles of Domestication and the Nevada Articles of Incorporation at a Special Meeting of Shareholders. On January 16, 2015, the Articles of Domestication and the Nevada Articles of Incorporation went effective with the Secretary of State of the State of Nevada. On February 2, 2015, our name change to WEED, Inc., and a corresponding ticker symbol change to "BUDZ" went effective with FINRA and was reflected on the quotation of our common stock on OTC Markets.

These changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus. Our current, short-term goals relate to the Cannabis Genomic Study and the resulting development of a variety of new cannabis strains, and, over the next 5 years, we plan to process those results in order to become an international cannabis research and product development company, with a globally-recognized brand focusing on building and purchasing labs, land and building commercial grade "Cultivation Centers" to consult, assist, manage & lease to universities, state governments, licensed dispensary owners and organic grow operators on a contract basis with a concentration on the legal and medical cannabis sector.

Our long-term plan is to become a true "Seed-to-Sale" global holding company providing infrastructure, financial solutions, product development, and real estate options in this new emerging market. Our long term growth may also come from the acquisition of synergistic businesses, such as distilleries, to make anything from infused beverages to super oxygenated water with CBD and THC. Currently, we have formed WEED Australia Ltd., registered as an unlisted public company in Australia to address this Global demand. We have also formed WEED Israel Cannabis Ltd., an Israeli corporation, to address future global demand. We will look to conduct future research, marketing, import/exporting, and manufacturing of our proprietary products on an international level.

On April 20, 2017, we entered into a Share Exchange Agreement with Sangre AT, LLC, a Wyoming limited liability company, under which we acquired all of the issued and outstanding limited liability company membership units of Sangre in exchange for Five Hundred Thousand (500,000) shares of our common stock, restricted in accordance with Rule 144. As a result of this agreement, Sangre is a wholly-owned subsidiary of WEED, Inc.

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

Three Months Ended June 30, 2020 compared to Three Months Ended June 30, 2019





Results of Operations



                                                 Three Months Ended
                                                      June 30,
                                                2020            2019
             Revenue                         $        -     $          -

             Operating expenses:

             General and administrative          73,087          124,928
             Professional fees                  442,163        7,004,377
             Depreciation and amortization       41,224           40,756
             Total operating expenses           556,474        7,170,061

             Net operating loss                (556,474 )     (7,170,061 )

             Other Expense
             Interest expense                   (18,039 )         (2,140 )
             Other income                             -               17
             Other expense                            -             (476 )

             Net loss                        $ (574,513 )   $ (7,172,660 )

             Other Comprehensive Loss                98             (521 )

             Comprehensive Loss                (574,415 )     (7,173,181 )


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Operating Loss; Net Loss



Our comprehensive loss decreased by $6,598,766, from ($7,173,181) to ($574,415), from the three months ended June 30, 2019 compared to the three months ended June 30, 2020. Our operating loss decreased by $6,613,587, from ($7,170,061) to ($556,474) for the same period. The decrease in operating loss and net loss compared to the same period of the prior year is primarily a result of decreases in professional fees and general and administrative expenses, offset slightly by an increase in our interest expense. These changes are detailed below.





Revenue


We have not had any revenues since our inception. We are a 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.

General and Administrative Expenses

General and administrative expenses decreased by $51,841, from $124,928 for the three months ended June 30, 2019 to $73,087 for the three months ended June 30, 2020, primarily due to decreases in travel, facilities maintenance, and charitable contribution expenses.





Professional Fees


Our professional fees decreased by $6,562,214 during the three months ended June 30, 2020 compared to the three months ended June 30, 2019. Our professional fees were $442,163 for the three months ended June 30, 2020 and $7,004,377 for the three months ended June 30, 2019. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and decreased significantly primarily as a result of a decrease in the value of stock-based compensation awards due to our lower stock price. 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, 2020 we had depreciation and amortization expense of $41,224, compared to $40,756 in the three months ended June 30, 2019. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.





Interest Expense


Interest expense increased from $2,140 to $18,039 for the three months ended June 30, 2019 compared to the same period in 2020. Our interest expense primarily relates to notes payable from attorney and related parties.





Other Income


Other income during the three months ended June 30, 2020 was $0, compared to $17 for the three months ended June 30, 2019. Our other income for the three months ended June 30, 2019, related to a refund from a merchant.





Other Expense


Other expense decreased from $476 to $0 for the three months ended June 30, 2019 compared to the same period in 2020. Our other expense for the three months ended June 30, 2019, relates to bank service charges.



                                       25



Six Months Ended June 30, 2020 compared to Six Months Ended June 30, 2019





Results of Operations



                                                   Six Months Ended
                                                       June 30,
                                                2020             2019
            Revenue                         $          -     $           -

            Operating expenses:

            General and administrative           148,683           310,688
            Professional fees                  3,420,812        17,913,703
            Depreciation and amortization         76,723            81,416
            Total operating expenses           3,656,218        18,305,807

            Net operating loss                (3,656,218 )     (18,305,807 )

            Other Expense
            Interest expense                     (22,630 )          (2,389 )
            Other income                               -             1,017
            Other expense                              -            (1,956 )

            Net loss                        $ (3,678,848 )   $ (18,309,135 )

            Other Comprehensive Loss                (625 )            (521 )

            Comprehensive Loss                (3,679,473 )     (18,309,656 )




Operating Loss; Net Loss



Our comprehensive loss decreased by $14,630,183, from ($18,309,656) to ($3,679,473), from the six months ended June 30, 2019 compared to the six months ended June 30, 2020. Our operating loss decreased by $14,649,589, from ($18,305,807) to ($3,656,218) for the same period. The decrease in operating loss and net loss compared to the same period of the prior year is primarily a result of decreases in professional fees and general and administrative expenses, offset slightly by an increase in our interest expense. 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.

General and Administrative Expenses

General and administrative expenses decreased by $162,005, from $310,688 for the six months ended June 30, 2019 to $148,683 for the six months ended June 30, 2020, primarily due to decreases in travel, facilities maintenance, and charitable contribution expenses.



                                       26



Professional Fees


Our professional fees decreased by $14,482,891 during the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Our professional fees were $3,430,812 for the six months ended June 30, 2020 and $17,913,703 for the six months ended June 30, 2019. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors, and decreased significantly primarily as a result of a decrease in the value of stock-based compensation awards due to our lower stock price. 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, 2020 we had depreciation and amortization expense of $76,723, compared to $81,416 in the six months ended June 30, 2019. Our depreciation and amortization expense primarily relates to our property and trademark acquisitions.





Interest Expense


Interest expense increased from $2,389 to $22,630 for the six months ended June 30, 2019 compared to the same period in 2020. Our interest expense primarily relates to notes payable from attorney and related parties.





Other Income


Other income during the six months ended June 30, 2020 was $0, compared to $1,017 for the six months ended June 30, 2019. Our other income for the six months ended June 30, 2019, related to a refund from a merchant.





Other Expense


Other expense decreased from $1,956 to $0 for the six months ended June 30, 2019 compared to the same period in 2020. Our other expense for the six months ended June 30, 2019, relates to bank service charges.

Liquidity and Capital Resources





Introduction


During the six months ended June 30, 2020, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of June 30, 2020 was $8,018 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.





Our cash, current assets, total assets, current liabilities, and total
liabilities as of June 30, 2020 and December 31, 2019, respectively, are as
follows:



                             June 30, 2020       December 31, 2019       Change
Cash                        $         8,018     $             2,509     $  (5,509 )
Total Current Assets                174,156                 126,310        47,846
Total Assets                      1,923,735               1,952,612       (28,877 )
Total Current Liabilities           932,148                 752,970       179,178
Total Liabilities           $       932,148     $           752,970     $ 179,178

Our total assets decreased by $28,877 as of June 30, 2020 as compared to December 31, 2019. The slight decrease in our total assets between the two periods was primarily attributed to decreases in our property and equipment, net (due to depreciation) and our prepaid expenses, partially offset by increases in our cash and deposits at June 30, 2020 compared to December 31, 2019.

Our current liabilities and total liabilities increased by $179,178, as of June 30, 2020 as compared to December 31, 2019. This increase was due to increases in accounts payable, accrued officer compensation, notes payable, related party, accrued expenses, and accrued interest, partially offset by a decrease in notes payable.

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.



                                       27



Cash Requirements


We had cash available of $8,018 and $2,509 as of June 30, 2020 and December 31, 2019, respectively. Based on our revenues, cash on hand and current monthly burn rate of approximately $45,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.





Sources and Uses of Cash



Operations


We had net cash used in operating activities of $169,243 for the six months ended June 30, 2020, as compared to $755,044 for the six months ended June 30, 2019. For the period in 2020, the net cash used in operating activities consisted primarily of our net loss of ($3,678,848), adjusted by estimated fair value of stock-based compensation of $2,015,911, estimated value of shares issued for services of $1,307,700, depreciation and amortization of $76,723, and imputed interest on RP loans of $12,198, and adjusted by an increase in assets of prepaid expenses and other assets of $42,337, and increases in liabilities of accounts payable of $51,105 and accrued expenses of $88,305. For the period in 2019, the net cash used in operating activities consisted primarily of our net loss of ($18,309,135), offset by estimated fair value of stock-based compensation of $15,413,319, estimated value of shares issued for services of $1,709,530, and depreciation and amortization of $81,416, and adjusted by an increase in prepaid expenses and other assets of $225,057, an increase in accrued expenses of $46,612, and an increase in accounts payable of $78,958.





Investments


For the six months ended June 30, 2020, we did not have any cash flows in investing activities. For the period in 2019, the net cash used in investing activities of $2,979, with the entire amount related to purchases of property and equipment.





Financing


Our net cash provided by financing activities for the six months ended June 30, 2020 was $174,768, compared to $691,600 for the six months ended June 30, 2019. For the period in 2020, our financing activities related to proceeds from the sale of common stock of $95,000, proceeds from notes payable of $2,328, proceeds from notes payable-related party of $59,500, and stock payable of $40,000, partially offset by repayments on notes payable of $22,060. For the period in 2019, our financing activities related to proceeds from the sale of common stock of $350,000, proceeds from notes payable of $234,000, and stock payable of $107,600.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

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