Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 19, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | WEED, INC. | |
Entity Central Index Key | 0001393772 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 000-53727 | |
Entity Common Stock, Shares Outstanding | 116,262,685 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 43,734 | $ 12,629 |
Accounts receivable | 822 | 822 |
Prepaid expenses | 26,189 | 29,683 |
Deposits | 50,000 | 0 |
Deposits - related party | 252,000 | 212,000 |
Total current assets | 372,745 | 255,134 |
Land | 124,708 | 124,708 |
Building | 1,759,292 | 1,759,292 |
Computers & equipment | 77,415 | 73,681 |
Leasehold improvements | 5,000 | 5,000 |
Property and equipment, gross | 1,966,415 | 1,962,681 |
Less: accumulated depreciation | (474,626) | (441,918) |
Property and equipment, net | 1,491,789 | 1,520,763 |
Trademark | 50,000 | 50,000 |
Less: accumulated amortization | (7,550) | (6,900) |
Trademark, net | 42,450 | 43,100 |
Total assets | 1,906,984 | 1,818,997 |
CURRENT LIABILITIES | ||
Accounts payable | 237,503 | 241,977 |
Accrued expense | 21,500 | 18,500 |
Accrued officer compensation | 302,250 | 272,250 |
Accrued interest | 30,437 | 30,437 |
Note payable, related parties | 287,200 | 258,200 |
Note payable - in default | 92,191 | 115,191 |
Due to officer | 723 | 723 |
Total current liabilities | 971,804 | 937,278 |
Total liabilities | 971,804 | 937,278 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value, 200,000,000 authorized, 114,842,685 and 113,372,685 issued and outstanding, respectively | 114,843 | 113,373 |
Additional paid-in capital | 81,317,564 | 80,403,267 |
Subscription payable | 466,250 | 356,250 |
Accumulated deficit | (80,962,795) | (79,991,051) |
Accumulated other comprehensive loss: foreign currency translation | (682) | (120) |
Total stockholders' equity (deficit) | 935,180 | 881,719 |
Total liabilities & stockholders' equity (deficit) | $ 1,906,984 | $ 1,818,997 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 200,000,000 | 200,000,000 |
Common stock, issued | 114,842,685 | 113,372,685 |
Common stock, outstanding | 114,842,685 | 113,372,685 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
OPERATING EXPENSES | ||
General and administrative expenses | 450,716 | 75,596 |
Professional fees | 471,612 | 2,988,649 |
Depreciation & amortization | 33,358 | 35,499 |
Total operating expenses | 955,686 | 3,099,744 |
Net operating loss | (955,686) | (3,099,744) |
OTHER INCOME (EXPENSE) | ||
Interest income | (9,567) | (4,591) |
Other expense | (6,491) | 0 |
Total other income (expense) | (16,058) | (4,591) |
Net loss | (971,744) | (3,104,335) |
Other comprehensive loss | (562) | (723) |
Comprehensive loss | $ (972,306) | $ (3,105,058) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | ||
Outstanding - basic and fully diluted | 114,146,685 | 110,156,839 |
Net loss per share - basic and fully diluted | $ (0.01) | $ (0.03) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Subscriptions Payable | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning balance, shares at Dec. 31, 2019 | 109,262,685 | |||||
Beginning balance, amount at Dec. 31, 2019 | $ 109,263 | $ 76,660,712 | $ 356,250 | $ (75,925,974) | $ (609) | $ 1,199,642 |
Common stock sold for cash, shares | 1,350,000 | |||||
Common stock sold for cash, amount | $ 1,350 | 293,650 | 295,000 | |||
Common stock issued for services, shares | 2,710,000 | |||||
Common stock issued for services, amount | $ 2,710 | 1,404,490 | 1,407,200 | |||
Vesting of employee stock options | 2,015,911 | 2,015,911 | ||||
Shares issued for settlement of debt, shares | 50,000 | |||||
Shares issued for settlement of debt, amount | $ 50 | 9,950 | 10,000 | |||
Imputed interest on RP loans | 18,554 | 18,554 | ||||
Net loss | (4,065,077) | (4,065,077) | ||||
Other comprehensive income (loss), net | 489 | 489 | ||||
Ending balance, shares at Dec. 31, 2020 | 113,372,685 | |||||
Beginning balance, amount at Dec. 31, 2020 | $ 113,373 | 80,403,267 | 356,250 | (79,991,051) | (120) | 881,719 |
Common stock sold for cash, shares | 700,000 | |||||
Common stock sold for cash, amount | $ 700 | 209,300 | 110,000 | 320,000 | ||
Common stock issued for services, shares | 770,000 | |||||
Common stock issued for services, amount | $ 770 | 695,430 | 696,200 | |||
Vesting of employee stock options | 0 | |||||
Imputed interest on RP loans | 9,567 | 9,567 | ||||
Net loss | (971,744) | (971,744) | ||||
Other comprehensive income (loss), net | (562) | (562) | ||||
Ending balance, shares at Mar. 31, 2021 | 114,842,685 | |||||
Beginning balance, amount at Mar. 31, 2021 | $ 114,843 | $ 81,317,564 | $ 466,250 | $ (80,962,795) | $ (682) | $ 935,180 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (971,744) | $ (3,104,335) |
Adjustments to reconcile net loss used in operating activities: | ||
Depreciation and amortization | 33,358 | 35,499 |
Imputed Interest on RP Loans | 9,567 | 0 |
Estimated fair value of stock based compensation | 0 | 2,015,911 |
Estimated fair value of shares issued for services | 696,200 | 907,700 |
Decrease (increase) in assets | ||
Prepaid expenses and other assets | (36,506) | (26,169) |
Deposits - related party | (50,000) | 0 |
Increase (decrease) in liabilities | ||
Accounts payable | (4,474) | 26,076 |
Accrued expenses | 33,000 | 44,061 |
Net cash used in operating activities | (290,599) | (101,257) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (3,734) | 0 |
Net cash used in investing activities | (3,734) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Stock payable | 110,000 | 55,000 |
Proceeds from notes payable - related party | 30,500 | 22,000 |
Proceeds from the sale of common stock | 210,000 | 40,000 |
Proceeds on notes payable | 0 | 1,306 |
Repayments on notes payable - related party | (1,500) | 0 |
Repayments on notes payable | (23,000) | (14,040) |
Net cash provided by financing activities | 326,000 | 104,266 |
Net change in cash | 31,667 | 3,009 |
Effect of exchange rate on cash | (562) | (114) |
Cash, beginning of period | 12,629 | 2,509 |
Cash, end of period | 43,734 | 5,404 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Income taxes | 0 | 0 |
Interest paid | $ 0 | $ 0 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company has a calendar year end for reporting purposes. Basis of Presentation: The accompanying condensed consolidated balance sheet at December 31, 2020, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of March 31, 2021 and 2020 ( the “financial statements”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Registration Statement on Form S-1 for the year ended December 31, 2020 (the “2020 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship (1) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre (1) Sangre is a wholly-owned subsidiary of WEED, Inc. (2) Sangre AT, LLC is doing business as Sangre AgroTech. The consolidated financial statements herein contain the operations of the wholly-owned subsidiary listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, WEED and subsidiary, Sangre will be collectively referred to herein as the “Company”, or “WEED”. The Company’s headquarters are located in Tucson, Arizona and its operations are primarily within the United States, with minimal operations in Australia. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Revenue Recognition On January 1, 2018, the Company adopted the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the Company’s has no historical revenue. The impact of the adoption of the new standard was not material to the Company’s condensed consolidated financial statements. The Company did not earn revenue during the periods ended March 31, 2021 and 2020. 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. Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $500 and $0 for the three months ended March 31, 2021 and 2020. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15 Accounting for Implementation Costs Related to Cloud Computing or Hosting Arrangements. This standard provides authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. The Company has adopted this standard beginning January 1, 2020. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. As of March 31, 2021, the adoption of the standard had no impact on the Company, as there were no leases that fall under the guidance. In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Going Concern | |
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 $80,962,795 and negative working capital of $599,059 at March 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new products and services to begin generating revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
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 $287,200 and $258,200 of note payable on the consolidated balance sheet as of March 31, 2021 and December 31, 2020, respectively. On October 28, 2019, the Company transferred the ownership of the 2017 Audi Q7 and Audi A4, valued at $46,609, to Nicole Breen as a repayment for her loans. $93,000 was recorded as a forgiveness on notes payable, and $46,391 recorded to additional paid-in capital. In March 2020, the Company received $22,000 loan from Nicole Breen, and from April 1, 2020 to June 30, 2020, the Company received an additional $37,500 loan from Nicole Breen. From August 1, 2020 to December 31, 2020, the Company received $4,600 loan from Nicole Breen and repaid her $30,000. From January 2021 to March 31, 2021, the Company received $30,500 loan from Nicole Breen and repaid her $1,500. Services Nicole M. Breen receives $1,500 a week in cash compensation for her services rendered to the Company. Glenn E. Martin receives $8,000 a month in cash compensation for his services rendered to the Company. Deposits Glenn E. Martin made the deposit of $50,000 on the Thorne Ranch property under his name. There is an agreement between Glenn E, Martin and the Company that if the property closes, Glenn E. Martin will transfer the title and all rights to the Company. Common Stock A total of $302,250 and $272,250 of officer compensation was unpaid and outstanding at March 31, 2021 and 2020, respectively. Stock Options Issued for Services – related party On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options were valued at $45,987,970 using the Black-Scholes option pricing model. The Company recognized expense of approximately, $2,015,911 relating to these options during the three months ended March 31, 2020. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
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 March 31, 2021 and 2020, respectively: Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 12,629 $ - $ - Total assets $ 12,629 $ - $ - Liabilities Notes payable, related parties 258,200 Notes payable $ - $ 115,191 $ - Total liabilities $ - $ 373,391 $ - $ 12,629 $ 373,391 $ - Fair Value Measurements at March 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 43,734 $ - $ - Total assets 43,734 $ - $ - Liabilities Notes payable, related parties $ 287,200 Notes payable $ - $ 92,191 $ - Total liabilities $ - $ 379,391 $ - $ 43,734 $ 379,391 $ - The fair values of our related party debts are deemed to approximate book value and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31, 2021 and the year ended December 31, 2020. |
Investment in Land and Property
Investment in Land and Property | 3 Months Ended |
Mar. 31, 2021 | |
Investments [Abstract] | |
Investment in Land and Property | On June 25, 2019, the Company received $60,000 from Lex Seabre in exchange for 120,000 shares of common stock of the Company. The $60,000 was paid as a deposit for the Sugar Hill golf course property auction. On June 28, 2019, the Company received a loan of $12,000 from Nicole Breen. The $12,000 was paid as a deposit for the Sugar Hill golf course property auction. On September 25, 2019, the Company received $20,000 from Lex Seabre in exchange for 100,000 shares of common stock of the Company. The $20,000 was paid as a deposit for the additional 60-day extension for the Sugar Hill golf course property purchase. As of December 31, 2020, a total of $212,000 has been paid as a deposit for the Sugar Hill golf course property purchase. As of March 31, 2021, a total of $242,000 has been paid as a deposit for the Sugar Hill golf course property purchase. The Company entered into Memorandum of Sale agreement for the Sugar Hill property with M&T Bank and the Referee to make payment of $10,000 per month commencing on February 1, 2020 and continuing on the 1 st The property located on 169 Valley Vista was sold for $175,000 on September 25, 2020 with selling expenses of $11,410. The cost basis of the property was $104,950 and land was $11,692. $46,948 was recorded as gain on the sale. The Company received a check in the amount of $153,809.03 for the sale on September 25, 2020, and the check was deposited into a new bank account set up under Sangre AT, LLC on October 2, 2020, due to the property was purchased by Sangre AT, LLC in 2018. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following at March 31, 2020 and December 31, 2019, respectively: March 31, December 31, 2021 2020 Property improvements $ 5,000 $ 5,000 Automobiles 0 0 Office equipment 8,667 4,933 Furniture & Fixtures 2,979 2,979 Lab equipment 65,769 65,769 Construction in progress 0 0 Land 124,718 124,708 Property (1) 1,759,292 1,759,292 Property and equipment, gross 1,966,415 1,962,681 Less accumulated depreciation (474,626 ) (441,918 ) Property and equipment, net $ 1,491,789 $ 1,520,763 (1) In 2018, the Company purchased two properties in La Veta, Colorado. The property located on 169 Valley Vista was purchased for $140,000, and the property located on 1390 Mountain Valley Road was purchased for $1,200,000 (see Note 8). The property located on 169 Valley Vista was sold for $175,000 on September 25, 2020 and $46,948 was recorded as gain on the sale. Depreciation expense totaled $32,708 and $34,849 for the years ended March 31, 202 and 2020, respectively. 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 2021 and 2020. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | In accordance with FASB ASC 350, “Intangibles-Goodwill and Other”, the Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The US and Europe trademarks were acquired for $40,000 and $50,000, respectively, for the year ended December 31, 2018. Trademarks are initially measured based on their fair value and amortized by 10 and 25 years. Amortization expense totaled $650 and $650 for the three months ended March 31, 2021 and 2020, respectively. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable, Related Parties | Notes payable, related parties consist of the following at March 31, 2021 and December 31, 2020, respectively: March 31, 2021 December 31, 2020 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. 2,000 2,000 Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination. 10,000 10,000 Over various dates from April 2019 to March 2021, the company received a net amount of $275,200 of advances, bearing interest at 5%, from Nicole Breen. On October 28, 2019, the company’s vehicles valued at $93,000 were used as a repayment. 275,200 246,200 Notes payable, related parties $ 287,200 $ 258,200 The Company recorded interest expense in the amount of $6,982 and $2,979 for the three months ended March 31, 2021 and 2020, respectively, including imputed interest expense in the amount of $6,982 and $2,979 during such periods related to notes payable, related parties. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | Note payable consist of the following at March 31, 2021 and December 31, 2020, respectively: March 31, 2021 December 31, 2020 On August 5, 2019, the Company entered into a promissory note, whereby the Company promises to pay Snell & Wilmer L.L.P the principal amount of $250,000, bearing interest at 2.5% per annum. The note is to be paid in consecutive monthly installments in the amount of $25,000, including accrued interest commencing on August 30, 2019, until the final balloon payment is paid on January 30, 2020. The note is in default. The promissory note is secured by the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the real property owned by Sangre located on 1390 Mountain Valley Road, La Veta, Colorado 81055. As of March 31, 2021, $168,861 has been paid to Snell & Wilmer. $ 81,139 104,139 On various dates, the Company received advances from consultant, Patrick Brodnik, bearing 5% interest. $ 11,052 11,052 $ 92,191 $ 115,191 The Company recognized interest expense of $2,585 and $1,041 related to the note payables for the three months ended March 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company issued 50,000 shares of common stock to Pearl Cohen Zedek Latzer, valued at $10,000 based on the closing price on the measurement date, to settle the full outstanding debt of $15,277. The Company recorded a gain on extinguishment of $5,277. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | On November 8, 2016, the Company entered into an agreement with Gregory DiPaolo’s Pro Am Golf, LLC to acquire improved property located in Westfield, New York. The total purchase price of $1,600,000 is to be paid with a deposit of 50,000 shares of common stock, followed by cash of $1,250,000 and 300,000 shares of the Company’s common stock to be delivered at closing. The deposit of 50,000 shares issued as a deposit was $42,500 based on the closing price of the Company’s common stock on the date of grant. Subsequently, we entered into an amended Purchase and Sale Agreement on October 24, 2017, under which we amended the total purchase price to Eight Hundred Thousand Dollars ($800,000) and forfeited our previous deposit of stock. Under the terms of the amended agreement, we paid an additional Ten Thousand Dollar ($10,000) deposit on October 26, 2017, with the remaining purchase price to be paid on or before the date closing date, which was scheduled on May 1, 2018. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We had planned to use this property as our inroads to the New York hemp and infused beverage markets in the future. Since the property was in foreclosure it was put up for auction, which occurred on July 1, 2019. At the auction, we were the winning bidder with a bid of $597,000. Our prior deposit payment of $120,000 was credited towards the purchase price, and the remaining $477,000, was finally due on November 30, 2019, after several extensions (which cost us total of $40,000 to obtain). At the end of December 31, 2020, a total of $212,000 was issued as a deposit for the property. We were not able to meet that deadline, but in January 2020 we worked out an additional extension with the bank. Under the terms of the new agreement, we still owe approximately $392,000 to acquire the property. We have agreed to pay that amount in installment payments of $10,000 per month for six months beginning February 2020, with a balloon payment of approximately $332,000 due on or before August 3, 2020. We were not able to pay the balloon payment by the August 3, 2020 deadline, but on July 31, 2020 we worked out an additional extension with the bank. Under the terms of that agreement, we paid $10,000 in exchange for an additional extension and we owed approximately $332,000 to acquire the property. We agreed to pay that amount in installment payments of $10,000 per month for six months beginning September 2020, with a balloon payment of approximately $272,000 due on or before February 1, 2021. We made the six $10,000 monthly payments but were not able to pay the balloon payment by the February 1, 2021 deadline, but on January 18, 2021 we worked out an additional extension with the bank. Under the terms of that agreement, we agreed to pay $10,000 per month beginning February 1, 2021 until November 1, 2021, and then pay a balloon payment of approximately $172,000 due on or before December 1, 2021. These payments are in addition to the approximately $540,000 in payments we have already made. We made the $10,000 payments due on February 1, 2021 and March 1, 2021. On January 19, 2018, the Company was sued in the United States District Court for the District of Arizona ( William Martin v. WEED, Inc.) Travis Nelson v. Sangre AgroTech, LLC, et al. (Huerfeno County Colorado District Court, Case No. 2018CV30003, filed on February 5, 2018). Mr. Travis Nelson, formerly a member of the subsidiary Sangre AgroTech, LLC, filed this action alleging wrongful discharge in retaliation for whistleblower activity purportedly related to insider trading, fraud and unlawful interstate transportation of plant genetics. After a motion to dismiss was granted in part, Mr. Nelson filed a second amended complaint asserting revised claims for breach of fiduciary duty, wrongful discharge, and violation of the Colorado organized crime control act. Mr. Nelson has alleged lost wages in the amount of $600,000, unspecified losses related to whistleblower allegations, plus costs and attorneys’ fees. In his initial disclosures, Mr. Nelson alleges damages of $10,000,000. On January 31, 2019, Mr. Nelson submitted an offer of judgement in the amount of $100,000. That offer was rejected by the Corporation. Court-ordered mediation was conducted on April 24, 2019, but the matter was not resolved. By order dated February 4, 2020, the court scheduled trial for October 5, 2020. The Corporation denies liability as to all claims. Inasmuch as an unfavorable outcome is neither probable nor remote within the meaning of the ABA Statement of Policy referred to in the last paragraph of this letter, we decline to express an opinion concerning the likely outcome of this matter or the liability of the Corporation, if any, associated therewith. Material Definitive Agreements On May 1, 2018, we entered into a Fourth Addendum and a Fifth Addendum to agreement amending the “Closing Date” under the Agreement to August 1, 2018, in exchange for our payment of $50,000 as a non-refundable deposit to be applied against the purchase price when the property sale is completed and $10,000 for maintenance, tree removal and other grounds keeping in order to prepare the golf course for the 2018 season. The property is approximately 43 acres and has unlimited water extraction rights from the State of New York. We had planned to use this property as our inroads to the New York hemp and infused beverage markets in the future. Since the property was in foreclosure it was put up for auction, which occurred on July 1, 2019. At the auction, we were the winning bidder with a bid of $597,000. Our prior deposit payment of $120,000 was credited towards the purchase price, and the remaining $477,000, was finally due on November 30, 2019, after several extensions (which cost us total of $40,000 to obtain). We were not able to meet that deadline, but in January 2020 we worked out an additional extension with the bank. Under the terms of that agreement, we owed approximately $392,000 to acquire the property. We agreed to pay that amount in installment payments of $10,000 per month for six months beginning February 2020, with a balloon payment of approximately $332,000 due on or before August 3, 2020. We were not able to pay the balloon payment by the August 3, 2020 deadline, but on July 31, 2020 we worked out an additional extension with the bank. Under the terms of that agreement, we paid $10,000 in exchange for an additional extension and we owed approximately $332,000 to acquire the property. We agreed to pay that amount in installment payments of $10,000 per month for six months beginning September 2020, with a balloon payment of approximately $272,000 due on or before February 1, 2021. We made the six $10,000 monthly payments but were not able to pay the balloon payment by the February 1, 2021 deadline, but on January 18, 2021 we worked out an additional extension with the bank. Under the terms of that agreement, we agreed to pay $10,000 per month beginning February 1, 2021 until November 1, 2021, and then pay a balloon payment of approximately $172,000 due on or before December 1, 2021. These payments are in addition to the approximately $540,000 in payments we have already made. We made the $10,000 payments due on February 1, 2021 and March 1, 2021. 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
Stockholders' Equity | Preferred Stock On December 5, 2014, the Company amended the Articles of Incorporation, pursuant to which 20,000,000 shares of “blank check” preferred stock with a par value of $0.001 were authorized. No series of preferred stock has been designated to date. Common Stock On December 5, 2014, the Company amended the Articles of Incorporation, and increased the authorized shares to 200,000,000 shares of $0.001 par value common stock. 2021 Common Stock Activity Common Stock Sales (2021) During the quarter ended March 31, 2021, the Company issued 700,000 shares of common stock for proceeds of $210,000. 400,000 shares valued at $110,000 were not issued at March 31, 2020, and such amount has been included in subscriptions payable. Common Stock Issued for Services (2021) During the three months ended March 31, 2021, the Company agreed to issue an aggregate of 770,000 shares of common stock to consultants for services performed. The total fair value of common stock was $696,200 based on the closing price of the Company’s common stock earned on the measurement date. Common Stock Cancellations No common stocks were cancelled during the quarter ended March 31, 2021. 2020 Common Stock Activity Common Stock Sales (2020) During the year ended December 31, 2020, the Company issued 1,350,000 shares of common stock for proceeds of $295,000. Common Stock Issued for Services (2020) During the year ended December 31, 2020, the Company agreed to issue an aggregate of 2,710,000 shares of common stock to consultants for services performed. The total fair value of common stock was $1,407,200 based on the closing price of the Company’s common stock earned on the measurement date. Common Stock Issued for Debt Settlement (2020) During the year ended December 31, 2020, the Company issued 50,000 shares of common stock to Pearl Cohen Zedek Latzer, valued at $10,000 based on the closing price on the measurement date, to settle the full outstanding debt of $15,277 Accordingly, the Company recorded a gain on extinguishment of $5,277. Common Stock Cancellations No common stocks were cancelled during the year ended December 31, 2020. |
Common Stock Warrants and Optio
Common Stock Warrants and Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Warrants and Options | Common Stock Warrants Granted (2021) No common stock warrants were granted during the three months ended March 31, 2021 and December 31, 2020. Warrants Exercised (2020) No warrants were exercised during the three months ended March 31, 2021. 2020 Common Stock Warrant Activity Common Stock Warrants Granted (2020) No common stock warrants were granted during the year ended December 31, 2020 and December 31, 2019. Common Stock Warrants Expired (2020) A total of 200,000 warrants expired during the year ended December 31, 2020. Warrants Exercised (2020) No warrants were exercised during the year ended December 31, 2020. Common Stock Options (2019) On February 1, 2018, in connection with executive employment agreements, the Company granted non-qualified options to purchase an aggregate of 6,000,000 shares of the Company’s common stock at the exercise price of $10.55 per share. The options shall become exercisable at the rate of 1/3 upon the six-month anniversary, 1/3 upon the one-year anniversary and 1/3 upon the second anniversary of the grant. The options expire ten years from the date of grant. The options were valued at $45,753,000 using the Black-Scholes option pricing model. The Company recognized expense of approximately $22,770,662 relating to these options during the year ended December 31, 2019 and $2,015,911 during the year ended December 31, 2020. The assumptions used in the Black-Scholes model are as follows: For the period Risk-free interest rate 1.75% Expected dividend yield 0% Expected lives 10.0 years Expected volatility 200% A summary of the Company’s stock option activity and related information is as follows: For the Three Months Ended March 31, 2020 Number of Average Shares Price Outstanding at the beginning of period 6,000,000 $ 10.55 Granted - - Exercised/Expired/Cancelled - - Outstanding at the end of period 6,000,000 $ 10.55 Exercisable at the end of period 6,000,000 $ 10.55 For the Three Months Ended March 31, 2021 Number of Average Shares Price Outstanding at the beginning of period 6,000,000 $ 10.55 Granted - - Exercised/Expired/Cancelled - - Outstanding at the end of period 6,000,000 $ 10.55 Exercisable at the end of period 6,000,000 $ 10.55 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | On April 8, 2021 the Company issued 150,000 shares of common stock to Lex Seabre in exchange for total proceeds of $45,000. On April 8, 2021 the Company issued 150,000 shares of common stock to Wendy Seabre in exchange for total proceeds of $45,000. On April 8, 2021 the Company issued 60,000 shares of common stock to Bryan Emerson for services performed. On April 8, 2021 the Company issued 60,000 shares of common stock to Great Point Capital LLC for services performed. On April 30, 2021 the Company issued 100,000 shares of common stock to Lex Seabre in exchange for total proceeds of $30,000. On April 30, 2021 the Company issued 100,000 shares of common stock to Wendy Seabre in exchange for total proceeds of $30,000. On April 30, 2021 the Company issued 800,000 shares of common stock to Feinstein Law for services performed. 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 condensed consolidated financial statements or disclosures in the notes thereto. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. The Company has a calendar year end for reporting purposes. |
Basis of Presentation | The accompanying condensed consolidated balance sheet at December 31, 2020, has been derived from audited consolidated financial statements and the unaudited condensed consolidated financial statements as of March 31, 2021 and 2020 ( the “financial statements”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Registration Statement on Form S-1 for the year ended December 31, 2020 (the “2020 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”). It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the following entities, all of which are under common control and ownership: State of Abbreviated Name of Entity Incorporation Relationship (1) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre (1) Sangre is a wholly-owned subsidiary of WEED, Inc. (2) Sangre AT, LLC is doing business as Sangre AgroTech. The consolidated financial statements herein contain the operations of the wholly-owned subsidiary listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company, WEED and subsidiary, Sangre will be collectively referred to herein as the “Company”, or “WEED”. The Company’s headquarters are located in Tucson, Arizona and its operations are primarily within the United States, with minimal operations in Australia. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Impairment of Long-Lived Assets | Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. |
Basic and Diluted Loss Per Share | The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Stock-Based Compensation | Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. |
Revenue Recognition | On January 1, 2018, the Company adopted the new revenue recognition standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the cumulative effect (modified retrospective) approach. Modified retrospective adoption requires entities to apply the standard retrospectively to the most current period presented in the financial statements, requiring the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings at the date of initial application. No cumulative-effect adjustment in retained earnings was recorded as the Company’s has no historical revenue. The impact of the adoption of the new standard was not material to the Company’s condensed consolidated financial statements. The Company did not earn revenue during the periods ended March 31, 2021 and 2020. 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. Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced. |
Advertising and Promotion | All costs associated with advertising and promoting products are expensed as incurred. These expenses were $500 and $0 for the three months ended March 31, 2021 and 2020. |
Recently Issued Accounting Pronouncements | In August 2018, the FASB issued ASU 2018-15 Accounting for Implementation Costs Related to Cloud Computing or Hosting Arrangements. This standard provides authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. The Company has adopted this standard beginning January 1, 2020. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the consolidated balance sheet and requires expanded disclosures about leasing arrangements. The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. As of March 31, 2021, the adoption of the standard had no impact on the Company, as there were no leases that fall under the guidance. In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of entities | State of Abbreviated Name of Entity Incorporation Relationship (1) Reference WEED, Inc. Nevada Parent WEED Sangre AT, LLC (2) Wyoming Subsidiary Sangre (1) Sangre is a wholly-owned subsidiary of WEED, Inc. (2) Sangre AT, LLC is doing business as Sangre AgroTech. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair value of financial instruments | Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 12,629 $ - $ - Total assets $ 12,629 $ - $ - Liabilities Notes payable, related parties 258,200 Notes payable $ - $ 115,191 $ - Total liabilities $ - $ 373,391 $ - $ 12,629 $ 373,391 $ - Fair Value Measurements at March 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 43,734 $ - $ - Total assets 43,734 $ - $ - Liabilities Notes payable, related parties $ 287,200 Notes payable $ - $ 92,191 $ - Total liabilities $ - $ 379,391 $ - $ 43,734 $ 379,391 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | March 31, December 31, 2021 2020 Property improvements $ 5,000 $ 5,000 Automobiles 0 0 Office equipment 8,667 4,933 Furniture & Fixtures 2,979 2,979 Lab equipment 65,769 65,769 Construction in progress 0 0 Land 124,718 124,708 Property (1) 1,759,292 1,759,292 Property and equipment, gross 1,966,415 1,962,681 Less accumulated depreciation (474,626 ) (441,918 ) Property and equipment, net $ 1,491,789 $ 1,520,763 (1) In 2018, the Company purchased two properties in La Veta, Colorado. The property located on 169 Valley Vista was purchased for $140,000, and the property located on 1390 Mountain Valley Road was purchased for $1,200,000 (see Note 8). The property located on 169 Valley Vista was sold for $175,000 on September 25, 2020 and $46,948 was recorded as gain on the sale.. |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Notes payable, related parties | March 31, 2021 December 31, 2020 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. 2,000 2,000 Over various dates in 2011 and 2012, the Company received unsecured loans in the aggregate amount of $10,000, due on demand, bearing interest at 10%, from Sandra Orman. The largest aggregate amount outstanding was $10,000 during the periods ended December 31, 2019 and December 31, 2018. Mrs. Orman owns less than 1% of the Company’s common stock, however, Mrs. Orman is deemed to be a related party given the nature of the loan and the materiality of the debt at the time of origination. 10,000 10,000 Over various dates from April 2019 to March 2021, the company received a net amount of $275,200 of advances, bearing interest at 5%, from Nicole Breen. On October 28, 2019, the company’s vehicles valued at $93,000 were used as a repayment. 275,200 246,200 Notes payable, related parties $ 287,200 $ 258,200 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
Note payable | March 31, 2021 December 31, 2020 On August 5, 2019, the Company entered into a promissory note, whereby the Company promises to pay Snell & Wilmer L.L.P the principal amount of $250,000, bearing interest at 2.5% per annum. The note is to be paid in consecutive monthly installments in the amount of $25,000, including accrued interest commencing on August 30, 2019, until the final balloon payment is paid on January 30, 2020. The note is in default. The promissory note is secured by the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing with respect to the real property owned by Sangre located on 1390 Mountain Valley Road, La Veta, Colorado 81055. As of March 31, 2021, $168,861 has been paid to Snell & Wilmer. $ 81,139 104,139 On various dates, the Company received advances from consultant, Patrick Brodnik, bearing 5% interest. $ 11,052 11,052 $ 92,191 $ 115,191 |
Common Stock Warrants and Opt_2
Common Stock Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Fair value of options assumptions | For the period Risk-free interest rate 1.75% Expected dividend yield 0% Expected lives 10.0 years Expected volatility 200% |
Stock option activity | For the Three Months Ended March 31, 2020 Number of Average Shares Price Outstanding at the beginning of period 6,000,000 $ 10.55 Granted - - Exercised/Expired/Cancelled - - Outstanding at the end of period 6,000,000 $ 10.55 Exercisable at the end of period 6,000,000 $ 10.55 For the Three Months Ended March 31, 2021 Number of Average Shares Price Outstanding at the beginning of period 6,000,000 $ 10.55 Granted - - Exercised/Expired/Cancelled - - Outstanding at the end of period 6,000,000 $ 10.55 Exercisable at the end of period 6,000,000 $ 10.55 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2021 | ||
State of incorporation | NV | |
Parent | ||
Name of entity | WEED, Inc. | |
State of incorporation | NV | |
Subsidiary | ||
Name of entity | Sangre AT, LLC | [1],[2] |
State of incorporation | WY | |
[1] | Sangre AT, LLC is doing business as Sangre AgroTech. | |
[2] | Sangre is a wholly-owned subsidiary of WEED, Inc. |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Advertising and promotion expense | $ 500 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Going Concern | ||
Accumulated deficit | $ (80,962,795) | $ (79,991,051) |
Working capital | $ (599,059) |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Notes payable, related parties | $ 287,200 | $ 258,200 | |
Accrued officer compensation | 302,250 | 272,250 | |
Estimated fair value of vested stock options | $ 0 | $ 2,015,911 | $ 2,015,911 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||||
Cash | $ 43,734 | $ 12,629 | $ 5,404 | $ 2,509 |
Total assets | 1,906,984 | 1,818,997 | ||
Liabilities | ||||
Notes payable, related parties | 287,200 | 258,200 | ||
Notes payable | 92,191 | 115,191 | ||
Total liabilities | 971,804 | 937,278 | ||
Level 1 | ||||
Assets | ||||
Cash | 43,734 | 12,629 | ||
Total assets | 43,734 | 12,629 | ||
Liabilities | ||||
Notes payable, related parties | 0 | 0 | ||
Notes payable | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Total | 43,734 | 12,629 | ||
Level 2 | ||||
Assets | ||||
Cash | 0 | 0 | ||
Total assets | 0 | 0 | ||
Liabilities | ||||
Notes payable, related parties | 287,200 | 258,200 | ||
Notes payable | 92,191 | 115,191 | ||
Total liabilities | 379,391 | 373,391 | ||
Total | 379,391 | 373,391 | ||
Level 3 | ||||
Assets | ||||
Cash | 0 | 0 | ||
Total assets | 0 | 0 | ||
Liabilities | ||||
Notes payable, related parties | 0 | 0 | ||
Notes payable | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Total | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, gross | $ 1,966,415 | $ 1,962,681 | |
Less: accumulated depreciation | (474,626) | (441,918) | |
Property and equipment, net | 1,491,789 | 1,520,763 | |
Property Improvements | |||
Property and equipment, gross | 5,000 | 5,000 | |
Automobiles | |||
Property and equipment, gross | 0 | 0 | |
Office Equipment | |||
Property and equipment, gross | 8,667 | 433 | |
Furniture & Fixtures | |||
Property and equipment, gross | 2,979 | 2,979 | |
Lab Equipment | |||
Property and equipment, gross | 65,769 | 65,769 | |
Construction in Progress | |||
Property and equipment, gross | 0 | 0 | |
Land | |||
Property and equipment, gross | 124,718 | 124,708 | |
Property | |||
Property and equipment, gross | [1] | $ 1,759,292 | $ 1,759,292 |
[1] | In 2018, the Company purchased two properties in La Veta, Colorado. The property located on 169 Valley Vista was purchased for $140,000, and the property located on 1390 Mountain Valley Road was purchased for $1,200,000 (see Note 8). The property located on 169 Valley Vista was sold for $175,000 on September 25, 2020 and $46,948 was recorded as gain on the sale. |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 32,708 | $ 34,849 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 650 | $ 650 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable, related parties | $ 287,200 | $ 258,200 |
Note Payable 1 | ||
Notes payable, related parties | 2,000 | 2,000 |
Note Payable 2 | ||
Notes payable, related parties | 10,000 | 10,000 |
Note Payable 3 | ||
Notes payable, related parties | $ 275,200 | $ 246,200 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Notes Payable [Abstract] | ||
Interest expense | $ 6,982 | $ 2,979 |
Imputed interest on non-interest bearing related party debts | $ 6,982 | $ 2,979 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable | $ 92,191 | $ 115,191 |
Note Payable 1 | ||
Notes payable | 81,139 | 104,139 |
Note Payable 2 | ||
Notes payable | $ 11,052 | $ 11,052 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Notes Payable [Abstract] | ||
Interest expense | $ 2,585 | $ 1,041 |
Common Stock Warrants and Opt_3
Common Stock Warrants and Options (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.75% |
Expected dividend yield | 0.00% |
Expected lives | 10 years |
Expected volatility | 200.00% |
Common Stock Warrants and Opt_4
Common Stock Warrants and Options (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of options outstanding, beginning | 6,000,000 | 6,000,000 |
Number of options granted | 0 | 0 |
Number of options exercised/expired/cancelled | 0 | 0 |
Number of options outstanding, ending | 6,000,000 | 6,000,000 |
Number of options exercisable | 6,000,000 | 6,000,000 |
Weighted average exercise price outstanding, beginning | $ 10.55 | $ 10.55 |
Weighted average exercise price granted | 0 | 0 |
Weighted average exercise price exercised/expired/cancelled | 0 | .00 |
Weighted average exercise price outstanding, ending | 10.55 | 10.55 |
Weighted average exercise price exercisable | $ 10.55 | $ 10.55 |
Common Stock Warrants and Opt_5
Common Stock Warrants and Options (Details Narrative) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Warrants granted | 0 | 0 |
Warrants expired | 200,000 | |
Warrants exercised | 0 | 0 |